Unassociated Document


    SUBORDINATED
      REVOLVING

    LINE
      OF CREDIT AGREEMENT

     

    This
      Subordinated Revolving Line of Credit Agreement (this “Agreement”)
      is
      made as of _________, 2006 by and between Beverage Acquisition Corporation,
      a
      Delaware corporation (“Borrower”),
      and
      the individuals and entities set forth on Schedule A (“Lenders”),
      with
      reference to the following facts.

     

    (a)  Borrower
      has been organized for the purpose of effecting a merger, capital stock
      exchange, asset acquisition or other similar business combination with an
      operating business (a “Business
      Combination”).

     

    (b)  Borrower
      proposes to: (a) make a public offering (the “Public
      Offering”)
      of its
      securities pursuant to a registration statement (File No. 333-________) (the
      “Registration
      Statement”)
      filed
      with and to be declared effective by the Securities and Exchange Commission
      (the
“SEC”);
      (b) deposit the net proceeds from the Public Offering into a trust account
      (the “Trust
      Account”)
      for
      the benefit of the purchasers of securities in the Public Offering, to be held
      and disbursed in accordance with the terms of the Investment Management Trust
      Agreement to be entered into between Borrower and Continental Stock Transfer
      and
      Trust Company, as trustee (the “Trust
      Agreement”);
      and
      (c) utilize the funds in the Trust Account in connection with a Business
      Combination. “Net proceeds” refers to the proceeds of the Public Offering, net
      of offering costs, underwriting discounts and $750,000 of such proceeds to
      be
      used for general corporate purposes (such $750,000, the “Non-Trust
      Funds”).

     

    (c)  
      Borrower may need additional funds (i) to pay costs and expenses prior
      to consummation of a Business Combination or (ii) to pay costs, expenses
      and claims in connection with Borrower’s dissolution and the liquidation of
      Borrower and the Trust Account to its public stockholders.

     

    (d)  On
      the terms and subject to the conditions set forth in this Agreement, Lenders
      are
      willing to make available to Borrower a revolving line of credit to pay certain
      costs and expenses that may arise prior to a Business Combination or to pay
      costs, expenses and claims in connection with Borrower’s dissolution and the
      liquidation of the Trust Account to its public stockholders (the “Loan”).

     

    1.  The
      Loan

     

    1.1  If
      the Non-Trust Funds are insufficient for the Borrower’s working capital purposes
      (including the payment of costs, expenses and claims in connection with
      Borrower’s dissolution and the liquidation of Borrower and the distribution of
      the Trust Account to its public stockholders), then Lenders agree to make
      advances to Borrower, and Borrower agrees to repay such advances, from time
      to
      time in accordance with the terms and conditions of this Agreement and the
      form of revolving promissory note attached hereto as Exhibit A (the
“Note”);
      provided, however, that notwithstanding anything to the contrary in this
      Agreement, at no time shall the aggregate of all advances and readvances
      outstanding under the Loan at any time exceed $250,000. Each Lender shall be
      obligated to advance or readvance his pro-rata share to the Borrower, up to
      such
      amount per Lender as indicated on Schedule A. This Agreement and the Note are
      each sometimes referred to in this Agreement individually as a “Loan
      Document,”
and
      are sometimes collectively referred to as the “Loan
      Documents.”

    


     

    1.2  Lenders’
      obligation to make advances shall expire upon the first to occur of the
      following:

     

    1.2.1  Upon
      a material breach or default of any representation, warranty or agreement of
      Borrower that is not cured or corrected within 20 days of notice of such breach
      from any Lender;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2.2  Upon
      consummation of a Business Combination;

     

    1.2.3  If
      no Business Combination is consummated, after the completion of the liquidation
      of the Trust Account and Borrower’s completed and fully implemented dissolution
      and distribution;

     

    1.2.4
      Thirty days after Borrower provides written notice to Lenders of its termination
      of this Agreement and the Loan, and the payment of all amounts due hereunder
      to
      Lenders.

     

    2.  Conditions
      of Advances.
      Upon
      reasonable advance request from Borrower, Lenders shall make advances to or
      as
      directed by Borrower, provided that each and all of the following conditions
      is
      satisfied:

     

    2.1  Borrower
      shall have executed and delivered the Note to Lenders, as
      applicable;

     

    2.2  The
      aggregate amount of outstanding advances following such advance shall not exceed
      $250,000;

     

    2.3  The
      representations and warranties of Borrower in the Loan Documents shall be true
      and correct in all material respects;

     

    2.4
      Borrower shall have complied in all material respects with each of its
      agreements in the Loan Documents; 

    


    2.5  The
      advances shall be used only for such purposes as are set forth in
      Section 4.1 of this Agreement; and

     

    2.6 
      Borrower shall have completed the Public Offering.

     

    3.  Borrower
      Representations

     

    3.1  Borrower
      represents and warrants as follows:

     

    3.1.1  Borrower
      has full power and authority to execute and deliver this Agreement and the
      other
      Loan Documents to be executed and delivered by it pursuant hereto and to
      perform its obligations hereunder and thereunder. This Agreement and such
      Loan Documents constitute the valid, legal and binding obligations of the
      Borrower and are enforceable against Borrower in accordance with their
      terms.

     

    3.1.2  Neither
      the execution and the delivery of the Loan Documents by Borrower, nor the
      consummation of the transactions contemplated by the Loan Documents,
      nor the borrowing by Borrower, will (a) violate any constitution,
      statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
      or other restriction of any government, governmental agency, or court to which
      Borrower is subject or any provision of the Amended and Restated Certificate
      of
      Incorporation or Bylaws of Borrower, or (b) conflict with, result in a
      breach of, constitute a default
      under,
      result in the acceleration of, create in any entity or natural person (each,
      a
“Person”)
      the
      right to accelerate, terminate, modify, or cancel, any agreement, contract,
      lease, license, instrument, or other arrangement to which Borrower is a party
      or
      by which it is bound or to which any of its assets are subject (or result in
      the
      imposition of any security interest upon any of its assets), in each case other
      than where such violation, conflict, breach, default, acceleration or creation
      of right would not reasonably be expected to have a material adverse effect
      on
      the ability of Borrower to repay amounts due under the Note in accordance with
      the terms of the Loan Documents. (a “Material
      Adverse Effect”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.1.3  Borrower
      does not need to give any notice to, make any filing with, or obtain any
      authorization, permit, certificate, registration, consent, approval or order
      of
      any government or governmental agency in order for the parties to consummate
      the
      transactions contemplated by this Agreement, except where the failure would
      not
      reasonably be expected to have a Material Adverse Effect.

     

    3.1.4  The
      conditions to the obligation of Lenders to make the advance, as set forth in
      Section 2, shall be satisfied.

     

    3.2  Each
      and every representation and warranty made by Borrower in this Agreement shall
      be deemed renewed and remade upon the making of each and every advance or
      re-advance under the Note that Lenders may make.

     

    4.  Borrower
      Covenants.
      For as
      long as Lenders shall have a commitment to make advances or there shall be
      any
      outstanding balance on the Loan, without the prior consent of Lenders, Borrower
      shall:

     

    4.1  use
      the proceeds of any advance made hereunder only for (i) ordinary and
      reasonable operating costs and expenses during the period Borrower seeks to
      identify, investigate, negotiate and consummate a Business Combination,
      including Borrower’s reporting obligations with the SEC, the audit and review of
      Borrower’s financial statements, identifying and investigating potential targets
      for a Business Combination, deposits, down payments or funding of “no-shop”
provisions in connection with a particular Business Combination, negotiating
      and
      closing the Business Combination, legal and other professional fees and
      expenses, fees, salaries and compensation for directors, officers, employees,
      consultants and advisors, and insurance premiums or (ii) to pay claims of
      vendors, prospective target businesses or other entities related to
      4.1(i) and any costs or expenses incurred in connection with Borrower’s
      dissolution and the liquidation of Borrower and the distribution of the Trust
      Account to its public stockholders;

     

    4.2  not
      declare or pay any dividend or distribution with respect to, or repurchase
      or
      redeem any shares of, the capital stock of Borrower, provided that this shall
      not prohibit payments from the Trust Account to stockholders of Borrower in
      accordance with the Trust Agreement;

     

    4.3  not
      engage in any business other than identifying, investigating, negotiating and
      closing a Business Combination;

     

    4.4  not
      make any material capital expenditure or purchase any material property or
      asset
      (other than office supplies and equipment); and

     

    4.5  upon
      request of Lenders, provide to Lenders copies of all filings with the Securities
      and Exchange Commission.

     

    5.  No
      Recourse to Trust Account

     

    Lenders,
      on behalf of themselves and their successors and assigns, hereby acknowledge
      and
      agree that under no circumstance shall Lenders have any right, title or interest
      in or to any of the funds in the Trust Account, notwithstanding the fact that
      such funds were received for the purchase and sale of securities of Borrower,
      or
      any funds distributed from the Trust Account other than in a Business
      Combination Distribution (as defined below), and that their sole recourse for
      repayment of any and all amounts due under the Note shall be against the assets
      or properties of Borrower never deposited into the Trust Account or distributed
      to Borrower from the Trust Account in a Business Combination Distribution.
      Lenders hereby irrevocably waive any claim that they might have to funds in
      the
      Trust Account, and any funds distributed from the Trust Account other than
      in a
      Business Combination Distribution, at law or in equity, agree not to make any
      such claim, and agree to indemnify and hold Borrower harmless from any such
      claim made by or on behalf of Lenders. For purposes of this Section 5, a
“Business
      Combination Distribution”
means
      a
      distribution from the Trust Account in connection with the consummation of
      a
      Business Combination pursuant to the Trust Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.  Events
      of Default.
      The
      occurrence of any of the following shall constitute an event of default (an
      “Event
      of Default”)
      hereunder and under each and every other Loan Document:

     

    6.1  The
      Borrower shall fail to pay any principal or any other amount as and when due
      and
      payable under any Loan Document;

     

    6.2  Any
      representation or warranty which is made or deemed made in any Loan Document
      by
      the Borrower shall prove to have been incorrect or misleading in any material
      respect on or as of the date made or deemed made or remade;

     

    6.3  The
      Borrower shall fail to perform or observe any term, provision, covenant, or
      agreement contained in any Loan Document to be performed or observed by the
      Borrower (other than any payment obligation) and such failure shall continue
      more than 20 days after notice thereof from Lenders;

     

    6.4  The
      Borrower shall (a) generally not, or be unable to, or admit in writing its
      inability to, pay its debts as such debts become due, only after the Company
      has
      borrowed the entire $250,000 pursuant hereto; or (b) make an assignment for
      the benefit of creditors, or petition or apply to any tribunal for the
      appointment of a custodian, receiver, or trustee for it or a substantial
      part of its assets; or (c) commence any proceeding under any
      bankruptcy, reorganization, arrangement, readjustment of debt, dissolution,
      or
      liquidation law or statute of any jurisdiction, whether now or hereafter in
      effect; or (d) have any such petition or application filed or any such
      proceeding commenced against it in which an order for relief is entered or
      adjudication or appointment is made and which remains undismissed for a period
      of 30 days or more; or (e) by any act or omission to act indicate consent
      to, approval of, or acquiescence in any such petition, application, or
      proceeding, or order for relief, or the appointment of a custodian, receiver,
      or
      trustee for all or any such substantial part of its properties; or
      (f) suffer any such custodianship, receivership, or trusteeship for all or
      any substantial part of its properties; or (g) suffer any such
      custodianship, receivership, or trusteeship to continue undischarged for a
      period of 30 days or more; provided,
      however
      , that
      the adoption of a plan of dissolution and distribution and its implementation
      by
      the Borrower’s Board of Directors that is approved by its stockholders due to
      the failure of Borrower to complete a Business Combination shall not in any
      instance be deemed an Event of Default hereunder; or

     

    6.5  At
      any time after execution and delivery of this Agreement, and whether or not
      due
      to any fault of Lender, any Loan Document shall cease to be in full force and
      effect and enforceable in accordance with its terms, or shall be declared null
      and void.

     

    7.  Consequences
      of Default.
      If an
      Event of Default shall occur, Lenders:

     

    7.1  shall
      have no further obligation to make advances under the Loan Documents;
      and

     

    7.2  may declare
      the Note and all amounts payable under this Agreement and any other Loan
      Document to be forthwith due and payable, whereupon the Note and all such
      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 Borrower.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.  Miscellaneous
      Provisions

     

    8.1  Notices.
      All
      notices, requests, demands and other communications (collectively, “Notices”)
      given
      pursuant to this Agreement shall be in writing, and shall be delivered by
      personal service, courier, facsimile transmission or by United States first
      class, registered or certified mail, addressed to the following
      addresses:

     

    
      	
              If
                to

            	
               

            	
              Beverage
                Acquisition Corporation

            
	
               

            	
               

            	
              2670
                Commercial Avenue

            
	
               

            	
               

            	
              Mingo
                Junction, Ohio 43938

            
	
               

            	
               

            	
              Facsimile:
                ___________

            
	
               

            	
               

            	
               

            
	
              If
                to Lenders:

            	
               

            	 
	
               

            	
               

            	 
	
               

            	
               

            	 
	
               

            	
               

            	 


    

     

    Any
      Notice, other than a Notice sent by registered or certified mail, shall be
      effective when received; a Notice sent by registered or certified mail, postage
      prepaid return receipt requested, shall be effective on the earlier of when
      received or the third day following deposit in the United States mails (or
      on
      the seventh day if sent to or from an address outside the United States). Any
      party may from time to time change its address for further Notices
      hereunder by giving notice to the other party in the manner prescribed in this
      Section.

     

    8.2  No
      Waivers; Remedies Cumulative.
      No
      failure or delay by a party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof, nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. The rights and remedies provided herein
      shall be cumulative and not exclusive of any rights or remedies provided by
      law.

     

    8.3  Amendments
      and Waivers.
      Any
      provision of this Agreement may be amended or waived if, but only if, such
      amendment or waiver is in writing and is signed by Borrower and
      Lenders.

     

    8.4  Successors
      and Assigns.
      Borrower may not assign its right or duties hereunder without the prior
      written consent of Lenders, which consent Lenders may deny, withhold or
      delay in its sole and absolute discretion.

     

    8.5  Governing
      Law.
      This
      Agreement has been made and entered into in the State of New York and shall
      be
      construed in accordance with the laws of the State of New York without giving
      effect to the principles of conflicts of law thereof.

     

    8.6  Prior
      Understandings.
      This
      Agreement supersedes all prior understandings and agreements (whether written,
      oral or otherwise) pertaining to the subject matter hereof, and constitutes the
      entire agreement between the parties hereto relating to the subject matter
      hereof and the transactions provided for herein.

     

    8.7  Counterparts.
      This
      Agreement may be executed in any number of counterparts each of which shall
      be deemed an original and all of which shall constitute one and the same
      agreement with the same effect as if all parties had signed the same signature
      page. The parties shall accept facsimile signatures as the equivalent of
      original ones.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.8  Severability.
      If any
      provision of this Agreement or the application of such provision to any Person
      or circumstance will be held invalid, the remainder of this Agreement or the
      application of such provision to Persons or circumstances other than those
      to
      which it is held invalid will not be affected thereby.

     

    8.9  Additional
      Documents and Acts.
      Borrower shall execute and deliver such additional documents and instruments
      and
      shall perform such additional acts as may be necessary or appropriate
      to effectuate, carry out and perform all of the terms, provisions, and
      conditions of this Agreement and the transactions contemplated by this
      Agreement.

     

    8.10  Survival.
      All
      indemnities, rights, remedies, representations and warranties contained herein
      shall survive the expiration or termination of this Agreement, and no
      termination or expiration hereof shall relieve either party from liability
      for
      any breach of this Agreement.

     

    8.11 
      Action
      by Lenders.
      Any
      actions required by or taken by the Lenders pursuant to the provisions of this
      Agreement or the Note shall be effective if taken pursuant to a written document
      executed by Lenders holding 50.1% or more of the outstanding principal balance
      of any unpaid Notes hereunder.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement to
      one
      another as of the date first above written.

     

    


    
      	
              LENDERS:

            	
               

            	 	
               

            
	
               

            	
               

            	
              Rodman
                L. Drake

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	 	
               

            
	
               

            	
               

            	
              Michael
                C. Bellas

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	 	
               

            
	
               

            	
               

            	
              Norman
                E. Snyder, Jr.

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	 	
               

            
	
               

            	
               

            	
              Barclay
                H. Griffiths

            	
               

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	 	
               

            
	
               

            	
               

            	
              J.
                Ross Colbert

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              BORROWER:

            	
               

            	
              BEVERAGE
                ACQUISITION CORPORATION

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              By:

            	 	
               

            
	
               

            	
               

            	
               

            	
              Name:

              Title:

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A

    REVOLVING
      LINE OF CREDIT NOTE

     

    
      	
              Not
                to Exceed $250,000 in Principal

            	
               

            	
              ,
                2006

            


    

     

    For
      value
      received, the undersigned
      BEVERAGE ACQUISITION CORPORATION,
      a
      Delaware corporation (“Borrower”),
      promises to pay, in lawful money of the United States, to the order of
                              ,
      together with his successors and assigns (“Holder”),
      at
      such address as Holder may direct, the principal sum of Two Hundred and
      Fifty Thousand Dollars ($250,000), or so much thereof as shall have been
      advanced and shall remain unpaid hereunder.

     

    This
      Note
      is delivered pursuant to, and is subject to all of the terms and conditions
      of,
      that certain Amended and Restated Subordinated Revolving Line of Credit
      Agreement dated as of ________, 2006 (the “Loan
      Agreement”)
      between Borrower and  ______________. Unless otherwise defined in this
      Note, capitalized terms used in this Note shall have the meanings ascribed
      to
      them in the Loan Agreement, and in the event of any conflict between the terms
      of this Note and the terms of the Loan Agreement, the terms of the Loan
      Agreement shall govern.

     

    1.
      Maturity.
      This
      Note shall mature and become due and payable upon the earlier of an Event of
      Default (after the expiration of any cure period), upon consummation of a
      Business Combination or as described in Section 1 of the Loan
      Agreement.

     

    2.
      Prepayment.
      This
      Note may be repaid in whole or in part at any time without penalty or
      premium.

     

    3.
      Event of Default.
      Should
      an Event of Default occur, Lenders shall have the rights set forth in
      Section 7 of the Loan Agreement.

     

    4.
      Borrower’s Acknowledgement.
      Borrower acknowledges that Holder is extending the credit contemplated hereby
      solely as an accommodation to Borrower, and is willing to do so in reliance
      upon
      Borrower’s monetary and non-monetary covenants contained herein and in the Loan
      Agreement.

     

    5.
      Holder’s Acknowledgement.
      The
      Holder acknowledges and agrees that, as specified in Section 5 of the Loan
      Agreement, the Holder has limited recourse against Borrower for repayment of
      any
      and all amounts due and owing under this Note.

     

    6.
      Miscellaneous.
      If this
      Note (or any payment due hereunder) is not paid when due, Borrower promises
      to
      pay all costs and expenses of collection and reasonable attorneys’ fees incurred
      by the Holder hereof on account of such collection whether or not suit is filed
      hereon. Borrower consents to renewals, replacements and extensions of time
      for
      payment hereof, before, at, or after maturity, consents to the acceptance,
      release or substitution of security for this Note, and waives demand and
      protest. The indebtedness evidenced hereby shall be payable in lawful money
      of
      the United States. In any action brought under or arising out of this Note,
      Borrower, including successor(s) or assign(s), hereby consents to the
      application of Delaware law, to the jurisdiction of any competent court within
      the State of Delaware, and to service of process by any means authorized by
      Delaware law. No single or partial exercise of any power hereunder, or under
      any
      other Loan Document in connection herewith, shall preclude other or further
      exercises thereof or the exercise of any other such power.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date
      first above written.

     

     

    
      	
               

            	
              BEVERAGE
                ACQUISITION CORPORATION

            
	
               

            	
               

            
	
               

            	
               

            	
              By :

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
              Name: 

            
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
              Title:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      A

    


    


    
      	
              Name
                of Lender

            	
              Maximum
                Amount of Loans

            
	
              Rodman
                L. Drake

            	 
	
              Michael
                C. Bellas

            	 
	
              Norman
                E. Snyder, Jr.

            	 
	
              Barclay
                H. Griffiths

            	 
	
              TOTAL

            	
              $250,000