EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
 JOINDER
AND COMMITMENT INCREASE AGREEMENT 
 THIS JOINDER AND COMMITMENT INCREASE AGREEMENT dated as of April 27, 2015 (this
“Agreement”) by and among COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation (the “Borrower”), the Lenders identified on the signature pages hereto (each such Lender that is increasing its Revolving Credit
Commitment pursuant to the terms hereof, an “Increasing Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent. 

W I T N E S S E T H 

WHEREAS, a $350,000,000 revolving credit facility was established pursuant to the Amended and Restated Credit Agreement dated as of
October 16, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent; 
 WHEREAS, pursuant to Section 2.19(a) of the Credit Agreement, the Borrower has delivered a Notice of Increase;

 WHEREAS, the Increasing Lenders and Additional Lenders party to this Agreement have agreed to provide the Commitment Increase on the
terms and conditions provided herein; 
 NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows: 
 Section 1. Definitions. Capitalized terms used
but not otherwise defined herein shall have the meanings provided in the Credit Agreement. 
 Section 2. Commitment Increase.
Subject to the terms and conditions provided herein, the aggregate Revolving Credit Commitments under the Credit Agreement are hereby increased and the Credit Agreement is modified in the following respects. 

2.1 Increase of Revolving Credit Commitments. The Revolving Credit Commitments are increased under Section 2.19(a)
of the Credit Agreement as shown below: 
  

													
	 	  	Before Giving Effect
to Increase	 	  	Amount of
Increase	 	  	After Giving Effect
to Increase	 
	 Revolving Credit Commitments
	  	$	350,000,000	  	  	$	100,000,000	  	  	$	450,000,000	  

 Schedule I (Lenders and Commitments) is amended to reflect the Commitment Increase as attached. 

2.2 After giving effect to this Agreement and Commitment Increase hereunder, the aggregate amount by which the Revolving Credit
Commitment may be increased pursuant to Section 2.19 of the Credit Agreement shall be reduced to zero. 
 2.3 The
Administrative Agent and the Lenders hereby waive the requirement in Section 2.19(a)(i) of the Credit Agreement that the Notice of Increase must be given at least twenty (20) Business Days prior to the requested increase. 







 Section 3. Representations and Warranties. The Borrower hereby represents and
warrants that: 
 3.1 The making and performance by the Borrower of this Agreement are within the Borrower’s corporate
powers and have been duly authorized by all necessary corporate action; 
 3.2 This Agreement constitutes a legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors
generally and except as the enforceability of this Agreement is subject to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including, without limitation, (i) the possible
unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair dealing. 

3.3 The representations and warranties of the Borrower in Article 4 (subject to updating in the case of Section 4.01(n))
are true and correct in all material respects as if made on and as of the date hereof (unless expressly stated to relate to an earlier date, in which case all such representations and warranties shall have been true and correct in all material
respects as of such earlier date); and 
 3.4 No Default or Event of Default has occurred and is continuing or would result
from giving effect to this Agreement and the Commitment Increase hereunder on a pro forma basis (assuming for purposes hereof that the entire amount of the Revolving Credit Commitments, as increased hereby, are fully drawn and funded). 

Section 4. Joinder of Additional Lenders. 

4.1 Each of the Additional Lenders acknowledges and agrees that, upon its execution of this Agreement, such Additional Lender
shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a
Lender thereunder. 
 4.2 Each of the Additional Lenders hereby represents and warrants, and acknowledges and agrees that
(i) the making and performance by such Additional Lender of this Agreement are within such Additional Lender’s corporate powers, such Additional Lender has been duly authorized by all necessary corporate action to become a Lender under the
Credit Agreement and that the Credit Agreement constitutes a legal, valid and binding obligation of such Additional Lender, enforceable against such Additional Lender in accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and except as the enforceability of this Agreement is subject to the application of general principles of equity (regardless of whether
considered in a proceeding in equity or at law), including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good
faith and fair dealing, (ii) it meets all of the requirements of an Eligible Assignee under the Credit Agreement and (iii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements
available under Section 5.01(a)(i) and (ii) of the Credit Agreement and such other documents and such other information as it has deemed appropriate to make its own credit decision to enter into this Agreement, and based on such
information, has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender. 

  
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 4.3 Except as set forth in this Agreement, the Additional Lenders’ Revolving
Credit Commitments shall be subject to the provisions of the Credit Agreement and the other Loan Documents. 
 4.4 The
Borrower and Administrative Agent confirm and approve each Additional Lender as an Eligible Assignee. 
 Section 5. Revolving Credit
Commitments by the Increasing Lenders and the Additional Lenders. 
 5.1 The Increasing Lenders acknowledge and agree to
an increase in their respective commitments as shown on Schedule I to the Credit Agreement, as revised and attached hereto. 

5.2 The Additional Lenders acknowledge and agree to their respective commitments as shown on Schedule I to the Credit
Agreement, as revised and attached hereto. Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, the parties hereto acknowledge and agree that the full amount of the increase in the Revolving Credit Commitments
is being provided by Increasing Lenders and no Additional Lenders are party to this Agreement. 
 Section 6. Conditions
Precedent. The effectiveness of this Agreement is subject to satisfaction of all of the following conditions precedent, each in form and substance satisfactory to the Administrative Agent: 

6.1 Receipt by the Administrative Agent of fully executed copies of this Agreement and promissory notes for the Lenders, to the
extent such promissory notes are requested in accordance with Section 2.18(d) of the Credit Agreement. 
 6.2 Receipt by
the Administrative Agent of certificate of a Responsible Officer of the Borrower, certifying that (i) no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower in
Article 4 (subject to updating in the case of Section 4.01(n)) of the Credit Agreement are true and correct in all material respects as if made on and as of the date hereof (unless expressly stated to relate to an earlier date, in which
case all such representations and warranties shall have been true and correct in all material respects as of such earlier date), (iii) the Moody’s Rating was equal to at least Baa3 on the date that the Borrower gave the Notice of Increase
in respect hereof and is equal to at least Baa3 on the date hereof, (iv) the S&P Rating was equal to at least BBB- on the date that the Borrower gave the Notice of Increase in respect hereof and is equal to at least BBB- on the date hereof
and (v) the Borrower has not reduced the Revolving Credit Commitments under Section 2.05 of the Credit Agreement prior to the date hereof. 

6.3 Receipt by the Administrative Agent of opinions of counsel for the Borrower reasonably satisfactory to the Administrative
Agent. 
 6.4 Receipt by the Administrative Agent of certified copies of resolutions of the Board of Directors of the
Borrower approving the Commitment Increase. 
 6.5 Payment of fees owing in connection with this Agreement, including upfront
fees payable in connection with the Commitment Increase and fees and expenses of counsel for the Administrative Agent and the Lenders. 

  
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 For purposes of determining compliance with the conditions provided herein, each Increasing Lender and each
Additional Lender shall be deemed to have consented to, approved or accepted, and to have been satisfied with, each document, delivery and other requirement hereunder, unless the Administrative Agent shall have received notice to the contrary prior
to the effective date of this Agreement. 
 Section 7. Reallocation. Upon the effectiveness of this Agreement, the
Administrative Agent shall make such reallocations, sales, assignments and other relevant actions in respect of each Lender’s credit exposure under the Credit Agreement as are necessary in order that Lender’s Revolving Credit Exposure and
outstanding Advances hereunder reflects Lender’s Ratable Share of the outstanding aggregate Revolving Credit Exposures on the date hereof, and the Borrower hereby agrees to compensate, unless otherwise waived by such Increasing Lender in its
sole discretion, each Increasing Lender for any and all losses, costs and expenses incurred by such Increasing Lender in connection with the sale and assignment of any Eurodollar Rate Advances and such reallocation described above, in each case on
the terms and in the manner set forth in Section 8.04(c) of the Credit Agreement. 
 Section 8. Full Force and Effect.
Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents (including schedules and exhibits thereto) shall remain in full force and effect. 

Section 9. Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with
the preparation, execution and delivery of this Agreement. 
 Section 10. Notice. For purposes of the Credit Agreement, the
initial notice address of each Additional Lender shall be as set forth below on its signature page to this Agreement. 
 Section 11.
Execution in Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed
signature page shall be effective as delivery of a manually executed counterpart of this Agreement. 
 Section 12. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. 
 [Signature pages
follow.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date first above written. 
  

			
	COCA-COLA BOTTLING CO. CONSOLIDATED, as the Borrower
		
	By:		 /s/ Clifford M. Deal, III

	Name:		Clifford M. Deal, III
	Title:		Vice President and Treasurer



  
 [Signature Page to
Joinder and Commitment Increase Agreement] 








 
			
	 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent and as a Lender

		
	By:		 /s/ Patrick S. Thornton

	Name:		Patrick S. Thornton
	Title:		Executive Director



  
 [Signature Page to
Joinder and Commitment Increase Agreement] 








 
			
	 CITIBANK, N.A.,
 as a
Lender

		
	By:		 /s/ Kenneth E. Quinn

	Name:		Kenneth E. Quinn
	Title:		Vice President



  
 [Signature Page to
Joinder and Commitment Increase Agreement] 








 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

		
	By:		 /s/ Ashley Walsh

	Name:		Ashley Walsh
	Title:		Director



  
 [Signature Page to
Joinder and Commitment Increase Agreement] 








 
			
	BRANCH BANKING AND TRUST COMPANY,
	as a Lender
		
	By:		 /s/ Stuart M. Jones

	Name:		Stuart M. Jones
	Title:		Senior Vice President



  
 [Signature Page to
Joinder and Commitment Increase Agreement] 








 
			
	COÖPERATIEVE CENTRALE
	RAIFFEISEN-BOERENLEENBANK B.A.,
	 “RABOBANK NEDERLAND” NEW YORK BRANCH,

as a Lender

		
	By:		 /s/ Aurelie Vancauwenberghe

	Name:		Aurelie Vancauwenberghe
	Title:		Vice President
		
	By:		 /s/ Claire Laury

	Name:		Claire Laury
	Title:		Executive Director



  
 [Signature Page to
Joinder and Commitment Increase Agreement] 








 
			
	PNC BANK, NATIONAL ASSOCIATION,
	as a Lender
		
	By:		 /s/ Jessica F. Sidhom

	Name:		Jessica F. Sidhom
	Title:		Senior Vice President



  
 [Signature Page to
Joinder and Commitment Increase Agreement] 








 
			
	SOUTH STATE BANK,
	as a Lender
		
	By:		 /s/ Cutter D. Davis Jr.

	Name:		Cutter D. Davis Jr.
	Title:		Senior Vice President



  
 [Signature Page to
Joinder and Commitment Increase Agreement] 








 SCHEDULE I 

Lenders and Commitments 
  

					
	 Increasing Lenders
	  	Revolving Credit
Commitment	 
		
	 JPMORGAN CHASE BANK, N.A.
	  	$	103,000,000	  
		
	 CITIBANK, N.A.
	  	$	103,000,000	  
		
	 WELLS FARGO BANK, NATIONAL ASSOCIATION
	  	$	103,000,000	  
		
	 BRANCH BANKING AND TRUST COMPANY
	  	$	66,000,000	  
		
	 COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW
YORK BRANCH
	  	$	25,000,000	  
		
	 PNC BANK, NATIONAL ASSOCIATION
	  	$	25,000,000	  
		
	 SOUTH STATE BANK
	  	$	25,000,000	  
		  	  
	  
	 
	 Total
		$	450,000,000	  

 Additional Lenders 
 None.