**Exhibit 10.33**

 

|   | Mail After Recording To:                                                                                                            |
|--------|-------------------------------------------------------------------------------------------------------------------------------------|
|   | PreparedBy:                     |
|   | KENNEDY COVINGTON LOBDELL***&*** HICKMAN. LLP(PLR)100 North Tryon Street Suite 4200Charlotte. North Carolina 28202-4006         |

**FIRSTAMENDMENT TO LEASE****and****FIRST AMENDMENT TO MEMORANDUM OF LEASE**

**THIS FIRST AMENDMENT TO LEASEAND FIRST AMENDMENT TO MEMORANDUM OF LEASE** (this “First Amendment”) is made and entered as of the 30 day of August _____, 2002, between **RAGLAND CORPORATION,**a Tennesseecorporation (hereinafter referred to as the “Landlord”), having a mailing address of 4544 Harding Road, Suite 214, Nashville, Tennessee 37205, and **COCA-COLA BOTTLING CO. CONSOLIDATED,**aDelaware corporation (hereinafter referred to as the “Tenant”), having a mailing address of 4100 Coca-Cola Plaza. Charlotte, North Carolina 28211.

WITNESSETH:

**WHEREAS**,****Landlord and Tenantentered**into that certain Lease dated as of January 1, 1999 (the**“Lease”), for the lease of certain improved real property located in Nashville,Davidson County, Tennessee (the “Premises”), said Premises being more particularly described on Exhibit A attached hereto; said Lease being memorialized in that**certain****Memorandum of Lease recorded in Book 11398 at Page 847******in the public land records of Davidson County, Tennessee (the“Memorandum of Lease”);

**WHEREAS**, Landlord and Tenant desire to amend the Lease in certain respects toreflect******the current understandings and agreements of Landlord and Tenant, including, without limitation, the inclusion of one (1) additional five (5) year renewal option on the part of Tenant;and

**WHEREAS**, the defined terms used in this First Amendment, as indicated by the initial capitalization thereof, shall have thesame meaning ascribed to such terms in the Lease, unless otherwise specifically defined******herein;

**NOW,THEREFORE,**for and in consideration of the premises and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:

1*.*      Renewal Option.As provided in Section 2 of the Lease, Tenant currently has the option to renew the Original Term of the Lease for two (2) consecutive five (5) year Renewal Terms on the terms and conditions stated in said Section 2. Landlord and Tenant have agreedthat, from and after the effective date of this First Amendment, Tenant shall have the option to renew the Original Term for three (3) consecutive five (5) year Renewal

 

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Terms. In that regard, Section 2 of the Lease is hereby deleted in its entirety and replaced**with thefollowing:

“2. TERM AND RENEWALS. (A) The term of this Lease shall be ten (10) years commencing on January1, 1999 and terminating on**December 31, 2009, (the “Original Term”).

(b) Tenant may renew this Leaseas to the entire Premises for three (3) additional, consecutive terms of five (5) years each (each a “Renewal Terms”; together, the “Renewal Terms”) by giving written notice to Landlord of its exercise of the renewal option atany time prior to one (1) year before the end of the then-current term. Rents for the Renewal Term(s) shall be determined under Section 5 of this Lease. Other than the rents applicable during the Renewal Term(s), all other terms and provisions inthis Lease shall be fully applicable during any Renewal Term(s) exercised by Tenant.”

Additionally, Paragraph 2 of the Memorandum of Lease is hereby deleted in its entiretyand replaced with the following:

“2.      The Lease grants Tenant****successive options to renew the Lease for up to three (3) additional terms of five (5) years each.”

2.        Ratification. As amended by this First Amendment, the terms of the/ Lease and the Memorandum of Lease are herebyratified and affirmed in all respects; and the Lease and the Memorandum of Lease, as amended by this First Amendment, shall remain enforceable in accordance with its terms.

**[SIGNATURES AND ACKNOWLEDGEMENTS BEGIN ON FOLLOWING PAGE]**

 

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IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment in multiple original counterparts as of the day and year firstabove written.

 

 

 

 

TENANT:

 

 

 

COCA-COLA BOTTLING CO. CONSOLIDATED

 

 

 

By: 

/s/ CHARLES L. WEATHERS

 

 

 

 

 

 

 

 

 

Name: 

**Charles L. Weathers**

 

 

 

 

Title: 

**Director of Facility Management**

 

STATE OF Tennessee

 

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COUNTY OF Davidson

 

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Before me, Yolanda Flippen-Flakes, a Notary Public of the State**and**County**aforesaid, personally appeared Charles L. Weathers, with whom I am personally acquainted, and who, upon oath, acknowledged himself to be Director of Facility Management of Coca-Cola Bottling Co. Consolidated, the within named Tenant, acorporation and that he, as such Director, being authorized so to do, executed the foregoing instrument for the purpose therein**contained, by signing the name of the corporation by himself as Directorof Facility**Management.

Witness my hand and seal, at office in Nashville, TN this 29 day of August,2002.

 

 

 

 

 

 

 

/s/ YOLANDA FLIPPEN-FLAKES

 

 

 

 

 

 

**NOTARY PUBLIC******

 

 

 

**Commission Expires: July 24, 2004******

[SIGNATURES AND ACKNOWLEDGEMENTS CONTINUE ON NEXT PAGE]

 

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LANDLORD:

 

 

 

RAGLAND CORPORATION

 

 

 

By: 

/s/ ELIZABETH R. CHALFANT

 

 

 

 

 

 

 

 

 

Name: 

**Elizabeth R. Chalfant**

 

 

 

 

Title: 

**CEO**

 

STATE OF TN

 

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COUNTY OF Davidson

 

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Before me, Sally A. Clayton, a Notary Public of the State and County aforesaid, personally appeared ELIZABETH R. CHALFANT with whom I am personally acquainted, and who, upon oath, acknowledged herself to be CEO ofRagland Corporation, the within named Landlord, a corporation, and that she, as such CEO, being authorized so to do, executed the foregoing instrument for the purpose therein contained, by signing the name or the corporation by herself asCEO.

Witness my hand and seal, at office in Nashville, TN this 30th day of August, 2002.

 

 

 

 

 

 

 

/s/ SALLY A. CLAYTON

 

 

 

 

 

 

**NOTARY PUBLIC******

 

 

 

**Commission Expires: July 30, 2005******

 

 

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