Unassociated Document


    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

     

    This
      Agreement is made as of [__________], 2006, by and between Beverage Acquisition
      Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”).

     

    WHEREAS,
      the Company’s Registration Statement on Form S-1, No. 333- [_________] (the
“Registration
      Statement”),
      for
      its initial public offering of securities (“IPO”)
      has
      been declared effective as of the date hereof by the Securities and Exchange
      Commission (the “Effective
      Date”);
      

     

    WHEREAS,
      Morgan Joseph & Co. Inc. (the “Representative”)
      is
      acting as the representative of the underwriters in the IPO (the
“Underwriters”); 

     

    WHEREAS,
      the Company has agreed to issue securities in a private placement that will
      occur immediately prior to the IPO (the “Placement”);

     

    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      Certificate of Incorporation, an aggregate of $34,200,000 ($39,330,000, if
      the
      Underwriters’over-allotment option is exercised in full), which is comprised of
      (i) the net proceeds of the IPO (except as provided in the Registration
      Statement); (ii) the $1,250,000 received by the Company in exchange for its
      securities pursuant to the Placement; and (iii) an additional $720,000 (or
      $828,000, if the Underwriters’ over-allotment option is exercised in full) of
      the proceeds of the IPO, representing deferred underwriting discounts and
      commissions (the “Deferred
      Discount”)
      which
      the Representative and the other Underwriters, have agreed to deposit in the
      Trust Account (as defined below), will be delivered to the Trustee to be
      deposited and held in the Trust Account for the benefit of the Company, and
      the
      holders of shares of the Company’s common stock, par value $0.0001 per share
      (“Common
      Stock”),
      that
      form a part of the units of the Company’s securities issued in the IPO (the
“Units”) and the Underwriters and, in the event the securities offered in the
      IPO are registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado
      Revised Statutes (the “CRS”),
      a
      copy of which is attached hereto and made a part hereof. The amount to be
      delivered to the Trustee will be referred to herein as the “Property,”
the
      stockholders for whose benefit the Trustee shall hold the Property will be
      referred to as the “Public
      Stockholders,”
and
      the Public Stockholders, the Underwriters and the Company will be referred
      to
      together as the “Beneficiaries;”
      and

     

    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the Property;
      and

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements herein contained, the parties hereto agree as follows:

     

    1.  Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a)  hold
      the
      Property in trust for the Beneficiaries in accordance with the terms of this
      Agreement, including, without limitation, with respect to the Public
      Stockholders, the terms of Section 11-51-302(6) of the CRS, in a segregated
      trust account (“Trust
      Account”)
      established by the Trustee at a branch of JPMorgan Chase NY Bank selected by
      the
      Trustee;

     

    (b)  manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  in
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in “government securities,” within the meaning of Section 2(a)(16) of
      the Investment Company Act of 1940, as amended (the “1940
      Act”),
      having a maturity of 180 days or less or in any open ended investment company
      registered under the 1940 Act that holds itself out as a money market fund
      meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) under Rule 2a-7
      promulgated under the 1940 Act;

     

    (d)  collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,” as such term is used herein;

     

    (e)  notify
      the Company and the Representative of all communications received by it with
      respect to any Property requiring action by the Company;

     

    (f)  supply
      any necessary information or documents as may be requested by the Company in
      connection with the Company’s preparation of the tax returns for the Trust
      Account;

     

    (g)  participate
      in any plan or proceeding for protecting or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and/or
      the
      Representative to do so;

     

    (h)  render
      to
      the Company and to the Representative, and to such other persons as the Company
      may instruct, monthly written statements of the activities of and amounts in
      the
      Trust Account reflecting all receipts and disbursements of the Trust Account;
      and

     

    (i)  commence
      liquidation of the Trust Account promptly upon receipt of the Officers’
Certificate signed by the Chief Executive Officer and Chairman in accordance
      with the terms of a letter (the “Termination
      Letter”),
      in a
      form substantially similar to that attached hereto as Exhibit
      A
      or
Exhibit
      B,
      signed
      on behalf of the Company by its Chief Executive Officer and Chairman, and
      complete the liquidation of the Trust Account and distribute the Property in
      the
      Trust Account only as directed in the Termination Letter and the other documents
      referred to therein. The Trustee understands and agrees that, except as provided
      in Section 1(j) and Section 2 hereof, disbursements from the Trust Account
      shall
      be made only pursuant to a duly executed Termination Letter, together with
      the
      other documents referenced herein, including, without limitation, an
      independently certified oath and report of inspector of election in respect
      of
      the stock vote in favor of the Business Combination (as hereinafter defined).
      In
      all cases, the Trustee shall provide the Representative with a copy of any
      Termination Letter, Officers’ Certificates and/or any other correspondence that
      it receives with respect to any proposed withdrawal from the Trust Account
      promptly after it receives same. As used in this Agreement, the term
“Business
      Combination”
means
      the acquisition by the Company, through merger, capital stock exchange, asset
      acquisition, stock purchase or other similar business combination with, one
      or
      more operating businesses in the beverage industry, as more fully described
      in
      the prospectus forming a part of the Registration Statement; and

     

    (j)  as
      of the
      date 18 months from the date of this Agreement (the “LOI
      Termination Date”)
      (or 24
      months from the date hereof, in the event the Company has executed a Letter
      of
      Intent (defined below) prior to the LOI Termination Date but failed to
      consummate a Business Combination (“Second
      Termination Date”)),
      commence liquidation of the Trust Account. The Trustee, upon consultation with
      the Company and the Representative, shall deliver a notice to Public
      Stockholders of record as of the LOI Termination Date or Second Termination
      Date, whichever the case may be, by U.S. mail or via the Depository Trust
      Company (“DTC”),
      within five days of the LOI Termination Date or Second Termination Date, to
      notify the Public Stockholders of such event and take such other actions as
      it
      may deem necessary to inform the Beneficiaries. The Trustee shall deliver to
      each Public Stockholder its ratable share of the Property against satisfactory
      evidence of delivery of the stock certificates by the Public Stockholders to
      the
      Company through DTC, its Deposit Withdraw Agent Commission (DWAC) system or
      as
      otherwise presented to the Trustee. Notwithstanding the foregoing, if the
      Trustee receives a bona fide, executed letter of intent, agreement in principle
      or engagement letter (a “Letter
      of Intent”)
      for a
      Business Combination prior to the LOI Termination Date accompanied by an
      Officers’ Certificate as described in Section 3(e) hereof, then the Trustee
      shall forego or suspend any liquidation of the Trust Account until the earlier
      of a Business Combination or the Second Termination Date. 

     

    
      
        
        

      

      
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    2.  Limited
      Distributions of Income on Property.

     

    (a)  Upon
      receipt by the Trustee of an Officer’s Certificate signed by the Chief Executive
      Officer and Chairman of the Company certifying as true, accurate and complete
      a
      copy of any tax return required to be filed on behalf of the Trust Account
      in
      respect of income earned on the Property held therein, the Trustee shall deliver
      to the Company for submission to the appropriate taxing authority a check made
      payable to the order of such taxing authority in the amount required to pay
      such
      taxes; provided, however,
      that in
      no event shall the aggregate amount of all checks issued to taxing authorities
      pursuant to this Section 2(a) exceed the income in respect of which such taxes
      are due and owing.

     

    (b)  Except
      as
      provided in Sections 1(i), 1(j) and 2(a) above, no other distributions from
      the
      Trust Account shall be permitted.

     

    3.  Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants:

     

    (a)  to
      provide all instructions to the Trustee hereunder in writing, signed by the
      Company’s Chief Executive Officer and Chairman. In addition, except with respect
      to its duties under paragraph 1(i) and 1(j) above, the Trustee shall be entitled
      to rely on, and shall be protected in relying on, any verbal or telephonic
      advice or instruction which it, in good faith, believes to be given by any
      one
      of the persons authorized above to give written instructions, provided that
      the
      Company and/or the Representative shall promptly confirm such instructions
      in
      writing; and

     

    (b)  to
      hold
      the Trustee harmless and indemnify the Trustee from and against any and all
      expenses, including reasonable counsel fees and disbursements, or loss suffered
      by the Trustee in connection with any action, suit or other proceeding brought
      against the Trustee involving any claim, or in connection with any claim or
      demand which in any way arises out of or relates to this Agreement, the services
      of the Trustee hereunder, or the Property or any income earned from investment
      of the Property, except for expenses and losses resulting from the Trustee’s
      gross negligence or willful misconduct. Promptly after the receipt by the
      Trustee of notice of demand or claim or the commencement of any action, suit
      or
      proceeding, pursuant to which the Trustee intends to seek indemnification under
      this paragraph, it shall notify the Company in writing of such claim
      (hereinafter referred to as the “Indemnified
      Claim”).
      The
      Trustee shall have the right to conduct and manage the defense against such
      Indemnified Claim, provided that the Trustee shall obtain the consent of the
      Company with respect to the selection of counsel, which consent shall not be
      unreasonably withheld. The Trustee may not agree to settle any Indemnified
      Claim
      without the prior written consent of the Company. The Company may participate
      in
      such action with its own counsel; 

     

    (c)  to
      pay
      the Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000
      (it
      being expressly understood that the Property shall not be used to pay such
      fee).
      The Company shall pay the Trustee the initial acceptance fee and first year’s
      fee at the consummation of the IPO and thereafter on the anniversary of the
      Effective Date. The Trustee shall refund to the Company the fee (on a pro rata
      basis) with respect to any period after the liquidation of the Trust Fund.
      The
      Company shall not be responsible for any other fees or charges of the Trustee,
      except as may be provided in Section 3(b) hereof (it being expressly understood
      that the Property shall not be used to make any payments to the Trustee under
      such section); and

     

    
      
        
        

      

      
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    (d)  that,
      in
      connection with any vote of the Company’s stockholders regarding a Business
      Combination, the Trustee or another independent party designated by the
      Representative shall act as the inspector of election to certify the results
      of
      the stockholder vote; and

     

    (e)  that
      the
      Officer’s Certificate referenced in Sections 1(i) and (j) hereof shall require
      the Chief Executive Officer of the Company to certify the following (wherever
      applicable): (1) prior to the LOI Termination Date, the Company has entered
      into
      a bona fide Letter of Intent with a target business; and/or (2) prior to the
      LOI
      Termination Date, the Company has entered into a Business Combination with
      a
      target business, the terms of which are consistent with the requirements set
      forth in the Registration Statement; and/or (3) prior to the Second Termination
      Date, the Company has entered into a Business Combination with a target
      business, the terms of which are consistent with the requirements set forth
      in
      the Registration Statement; and (4) the Board of Directors (the “Board”),
      has
      approved (where applicable): (i) the Business Combination; and/or (ii) the
      Letter of Intent. 

     

    4.  Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

     

    (a)  take
      any
      action with respect to the Property, other than as directed in Section 1 hereof,
      and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct;

     

    (b)  institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Property, unless and until it shall have received written instructions
      from the Company given as provided herein to do so and the Company shall have
      advanced or guaranteed to it funds sufficient to pay any expenses incident
      thereto;

     

    (c)  change
      the investment of any Property, other than in compliance with Section
      1(c);

     

    (d)  refund
      any depreciation in principal of any Property;

     

    (e)  assume
      that the authority of any person designated by the Company and/or the
      Representative to give written instructions hereunder shall not be continuing
      unless provided otherwise in such designation, or unless the Company and/or
      the
      Representative shall have delivered a written revocation of such authority
      to
      the Trustee;

     

    (f)  the
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffered by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely conclusively on, and shall be protected in acting upon,
      any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instrument, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein contained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescission of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or parties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

     

    
      
        
        

      

      
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    (g)  verify
      the correctness of the information set forth in the Registration Statement
      or to
      confirm or assure that any acquisition made by the Company or any other action
      taken by it is as contemplated by the Registration Statement unless an officer
      of the Trustee has actual knowledge thereof, written notice of such event is
      sent to the Trustee or as otherwise required under Section 1(i) hereof;
      and

     

    (h)  pay
      any
      taxes on behalf of the Trust Account (it being expressly understood that the
      Trustee’s sole obligation with respect to taxes shall be to have checks with
      respect thereto as provided for by Section 2(a) hereof).

     

    5.  Certain
      Rights Of Trustee.

     

    (a)  Before
      the Trustee acts or refrains from acting, it may require an Officer’s
      Certificate or opinion of counsel or both. The Trustee shall not be liable
      for
      any action it takes or omits to take in good faith in reliance on such Officer’s
      Certificate or opinion of counsel. The Trustee may consult with counsel and
      the
      advice of such counsel or any opinion of counsel shall be full and complete
      authorization and protection from liability in respect of any action taken,
      suffered or omitted by it hereunder in good faith and in reliance
      thereon.

     

    (b)  The
      Trustee may act through its attorneys and agents and shall not be responsible
      for the misconduct or negligence of any agent appointed with due
      care.

     

    (c)  The
      Trustee shall not be liable for any action it takes or omits to take in good
      faith that it believes to be authorized or within the rights or powers conferred
      upon it by this Agreement.

     

    (d)  The
      Trustee shall not be responsible for and makes no representation as to the
      validity or adequacy of this Agreement, and it shall not be accountable for
      the
      Company’s use of the proceeds from the Trust Account. Notwithstanding the
      effective date of this Agreement or anything to the contrary contained in this
      Agreement, the Trustee shall have no liability or responsibility for any act
      or
      event relating to this Agreement or the transactions related thereto which
      occurs prior to the date of this Agreement, and shall have no contractual
      obligations to the Beneficiaries until the date of this Agreement.

     

    6.  No
      Right of Set-Off.
      The
      Trustee waives any right of set-off or any right, title, interest or claim
      of
      any kind that the Trustee any have against the Property held in the Trust
      Account. In the event that the Trustee has a claim against the Company under
      this Agreement, including, without limitation, under Section 3(b), the Trustee
      will pursue such claim solely against the Company and not against the property
      held in the Trust Account.

     

    7.  Termination.
      This
      Agreement shall terminate as follows:

     

    (a)  if
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee during which time the Trustee shall continue to act in accordance with
      the terms of this Agreement. At such time that the Company notifies the Trustee
      that a successor trustee has been appointed by the Company and has agreed to
      become subject to the terms of this Agreement, the Trustee shall transfer the
      management of the Trust Account to the successor trustee, including, but not
      limited, the transfer of copies of the reports and statements relating to the
      Trust Account, whereupon this Agreement shall terminate; provided, however,
      that, in the event the Company does not locate a successor trustee within 90
      days of receipt of the resignation notice from the Trustee, the Trustee may
      submit an application to have the Property deposited with the United States
      District Court for the Southern District of New York and, upon such deposit,
      the
      Trustee shall be immune from any liability whatsoever that arises due to any
      actions or omissions to act by any party after such deposit;

     

    
      
        
        

      

      
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    (b)  at
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provisions of Section 1(i) hereof, and distributed the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Section 3(b) hereof;
      or

     

    (c)  on
      such
      date after [__________], 2008 when the Trustee deposits the Property with the
      United States District Court for the Southern District of New York in the event
      that, prior to such date, the Trustee has not received a Termination Letter
      from
      the Company pursuant to Section 1(i) or (j) hereof.

     

    8.  Miscellaneous.

     

    (a)  The
      Company and the Trustee each acknowledge that the Trustee will follow the
      security procedures set forth below with respect to funds transferred from
      the
      Trust Account. Upon receipt of written instructions, the Trustee will confirm
      such instructions with an “Authorized Individual” at an “Authorized Telephone
      Number” listed on the attached Exhibit
      C.
      The
      Company and the Trustee will each restrict access to confidential information
      relating to such security procedures to authorized persons. Each party must
      notify the other party immediately if it has reason to believe unauthorized
      persons may have obtained access to such information or of any change in its
      authorized personnel. In executing funds transfers, the Trustee will rely upon
      account numbers or other identifying numbers of a beneficiary, beneficiary’s
      bank or intermediary bank, rather than names. The Trustee shall not be liable
      for any loss, liability or expense resulting from any error in an account number
      or other identifying number, provided it has accurately transmitted the numbers
      provided.

     

    (b)  This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflict of laws. It
      may
      be executed in several counterparts, each one of which shall constitute an
      original, and together shall constitute one instrument. Facsimile signatures
      shall constitute original signatures for all purposes of this
      Agreement.

     

    (c)  This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. This Agreement or any provision
      hereof may only be changed, amended or modified by a writing signed by each
      of
      the parties hereto; provided, however, that no such change, amendment or
      modification (other than to correct a typographical error or similar technical
      error) may be made to Sections 1(i), 1(j), 2(a) or 2(d) hereof without the
      consent of 95% of the Public Stockholders, it being the specific intention
      of
      the parties hereto that each Public Stockholder is and shall be a third-party
      beneficiary of this Section 7(c) with the same right and power to enforce this
      Section 7(c), the “consent of 95% of the Public Stockholders” shall mean receipt
      by the Trustee of a certificate from an entity certifying that (i) such entity
      regularly engages in the business of serving as inspector of elections for
      companies whose securities are publicly traded, and (ii) either (a) 95% of
      the
      Public Stockholders of record as of a record date established in accordance
      with
      Section 213(a) of the Delaware General Corporation Law, as amended (the “DGCL”),
      have voted in favor of such amendment or modification, or (b) 95% of the Public
      Stockholders of record as of a record date established in accordance with
      Section 213(b) of the DGCL has delivered to such entity a signed writing
      approving such amendment or modification. the Representative, who, along with
      the other Underwriters, the parties specifically agree, are and shall be third
      party beneficiaries for purposes of this Agreement; and provided further, any
      amendment to Section 1(j) shall require the consent of all of the Public
      Stockholders. As to any claim, cross-claim or counterclaim in any way relating
      to this Agreement, each party waives the right to trial by jury.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (d)  The
      parties hereto consent to the jurisdiction and venue of any state or federal
      court located in the State and County of New York for purposes of resolving
      any
      disputes hereunder. The parties hereto irrevocably submit to such jurisdiction,
      which jurisdiction shall be exclusive, and hereby waive any objection to such
      exclusive jurisdiction and that such courts represent an inconvenient
      forum.

     

    (e)  Any
      notice, consent or request to be given in connection with any of the terms
      or
      provisions of this Agreement shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

     

    if
      to the
      Trustee, to:

     

    Continental
      Stock Transfer & Trust Company 

    17
      Battery Place

    New
      York,
      New York 10004

    Attn: Steven
      G.
      Nelson

    Fax
      No.:
      (212) 509-5150

    


    if
      to the
      Company, to:

    


    Beverage
      Acquisition Corporation

    2670
      Commercial Avenue

    Mingo
      Junction, Ohio 43938

    Attn:
      Chief Executive Officer

    Fax
      No.:


     

    in
      either
      case with a copy (which shall not constitute notice) to:

    


    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19th Floor

    New
      York,
      New York 10020-2302

    Attn:
      

    Fax
      No.:

     

    and

     

    Mintz
      Levin Cohn Ferris Glovsky and Popeo, P.C. 

    666
      Third
      Avenue, 25th Floor 

    New
      York,
      New York 10017 

    Attn:
      Jeffrey P. Schultz, Esq.

    Fax
      No.:
      (212) 983-3115

     

    And

    


    Skadden,
      Arps, Slate, Meagher & Flom LLP

    Four
      Times Square

    New
      York,
      New York 10036

    Attn:
      Phyllis G. Korff, Esq. 

    Fax
      No.:
      (212) 735-2000

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (f)  This
      Agreement may not be assigned by the Trustee without the prior written consent
      of the Company and the Representative.

     

    (g)  Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

     

    (Remainder
      of document intentionally left blank. Signature page to
      follow.)

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

     

    CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY, as Trustee

     

    By:
      ______________________________________

    Name: 

    Title:  

     

    BEVERAGE
      ACQUISITION CORPORATION

     

    By:
      ____________________________________

    Name:
       

    Title:
      

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer & Trust Company 

    17
      Battery Place

    New
      York,
      New York 10004

    Attn: [______________]

    


    Re: Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to Section 1(i) of the Investment Management Trust Agreement between Beverage
      Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of [__________], 2006 (the “Trust
      Agreement”),
      this
      is to advise you that the Company has entered into an agreement (the
“Business
      Agreement”)
      with
      [___________] (“Target
      Business”)
      to
      consummate a business combination with Target Business (the “Business
      Combination”)
      on or
      about [insert date]. The Company shall notify you at least 48 hours in advance
      of the actual date of the consummation of the Business Combination (the
“Consummation
      Date”)
      and
      shall provide you with an Officers’ Certificate in accordance with Sections 1(i)
      and 3(e) of the Trust Agreement. Capitalized terms used herein and not otherwise
      define shall have the meaning ascribed to them in the Trust
      Agreement.

     

    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of funds held in the Trust Account will be immediately
      available for transfer to the account or accounts that the Company and the
      Representative shall direct in writing on the Consummation Date.

     

    On
      the
      Consummation Date, (i) counsel for the Company shall deliver to you written
      notification that (a) all of the conditions to closing of the Business
      Combination have been satisfied and the closing date for such Business
      Combination has been scheduled pursuant to the terms of the Business Agreement,
      and (b) the provisions of Section 11-51-302(6) and Rule 51-3.4 of the CRS have
      been met, to the extent applicable; (ii) the Company shall deliver along with
      the oath and report of inspector of election certified by an independent
      inspector which may be the Trustee or as otherwise appointed by the
      Representative (collectively, the “Report”);
      and
      (iii) the Company and the Representative shall deliver to you joint written
      instructions with respect to the transfer of the funds, including the Deferred
      Discount, held in the Trust Account (“Instructions”).
      You
      are hereby directed and authorized to transfer the funds held in the Trust
      Account immediately upon your receipt of the counsel’s letter, the Report,
      evidence of delivery of the Stock Certificates, the Officers’ Certificate and
      the Instructions in accordance with the terms of the Instructions.
      Notwithstanding the foregoing, upon verification of receipt by you of the
      Instructions, we hereby agree and acknowledge that the Property in the Trust
      Account shall be distributed as follows: (1) first, to the Representative by
      wire transfer (or as otherwise directed by the Underwriter) in immediately
      available funds, the aggregate amount of $960,000 (or $1,104,000, if the
      Underwriters’ over-allotment option has been exercised in full), plus any
      interest accrued thereon; and (2) thereafter, to any other Beneficiary in
      accordance with the terms of the Instructions. In the event that certain
      deposits held in the Trust Account may not be liquidated by the Consummation
      Date without penalty, you will notify the Company and the Representative of
      the
      same and, if the amount set forth in sub-clause (1) shall not have been paid
      in
      full, the Representative and the Company shall issue joint written instructions
      directing you as to whether such funds should remain in the Trust Account and
      be
      distributed after the Consummation Date to the Company and/or the
      Representative. Upon the distribution of all the funds in the Trust Account
      pursuant to the terms hereof, the Trust Agreement shall be
      terminated.

     

    
      
        
        

      

      
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    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then the funds held
      in
      the Trust Account shall be reinvested as provided in the Trust Agreement on
      the
      business day immediately following the Consummation Date, as set forth in the
      notice.

     

    Very
      truly yours,

     

    BEVERAGE
      ACQUISITION CORPORATION

    


    By: _______________________

    Norman
      E.
      Snyder, Jr., 

    Chief
      Executive Officer

     

    By: _______________________

    Rodman
      L.
      Drake

    Chairman

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      B

     

    [Letterhead
      of Company]

     

    [Insert
      date]

     

    Continental
      Stock Transfer & Trust Company 

    17
      Battery Place

    New
      York,
      New York 10004

    Attn: [______________]

    


    Re: Trust
      Account No. [ ] Termination Letter

     

    Gentlemen:

     

    Pursuant
      to Section 1(i) of the Investment Management Trust Agreement between Beverage
      Acquisition Corporation (the “Company’)
      and
      Continental Stock Transfer & Trust Company (the ‘Trustee”),
      dated
      as of [__________], 2006 (the ‘Trust
      Agreement”),
      this
      is to advise you that the Board of Directors of the Company has voted to
      dissolve the Company and liquidate the Trust Account (as defined in the Trust
      Agreement). Attached hereto is a copy of the minutes of the meeting of the
      Board
      of Directors of the Company relating thereto, certified by the Secretary of
      the
      Company as true and correct and in full force and effect.

     

    In
      accordance with the terms of the Trust Agreement, we hereby (a) certify to
      you
      that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado
      Revised Statutes have been met, and (b) authorize you to commence liquidation
      of
      the Trust Account as a part of the Company’s plan of dissolution and
      distribution. In connection with this liquidation, you are hereby authorized
      to
      establish a record date for the purposes of determining the stockholders of
      record entitled to receive their per share portion of the Trust Account. The
      record date shall be within ten (10) days of the liquidation date, or as soon
      as
      thereafter as is practicable. You will notify the Company and _______________
      (“Designated
      Paying Agent”)
      in
      writing as to when all of the funds in the Trust Account will be available
      for
      immediate transfer ("Transfer
      Date”).
      The
      Designated Paying Agent shall thereafter notify you as to the account or
      accounts of the Designated Paying Agent that the funds in the Trust Account
      should be transferred to on the Transfer Date so that the Designated Paying
      Agent may commence distribution of such funds in accordance with terms of the
      Trust Agreement and the Company’s Certificate of Incorporation, as amended. Upon
      the payment of all the funds in the Trust Account, the Trust Agreement shall
      be
      terminated and the Trust Account closed.

     

    Very
      truly yours,

     

    BEVERAGE
      ACQUISITION CORPORATION

    


    By: _______________________

    Norman
      E.
      Snyder, Jr., 

    Chief
      Executive Officer

    


    By: _______________________

    Rodman
      L.
      Drake

    Chairman

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    


    
      	
              AUTHORIZED
                INDIVIDUAL(S)

              FOR
                TELEPHONE CALL BACK

            	
              AUTHORIZED

              TELEPHONE
                NUMBER(S)

            
	 	 
	 	 
	
              Company:

            	 
	 	 
	
              Beverage
                Acquisition Corporation

              2670
                Commercial Avenue

              Mingo
                Junction, Ohio 43938

              Attn:
                Barclay H. Griffiths

            	
               

               

              (646)
                313-1959

            
	 	 
	
              Trustee:

            	 
	 	 
	
              Continental
                Stock Transfer & Trust Company 

              17
                Battery Place

              New
                York, New York 10004

              Attn:
                Frank DiPaolo

            	
              (212)
                845-3270

            


    

    


    
      
        
        

      

      
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