EX-10.1






Exhibit 10.1



EXECUTION
COPY

AMENDMENT NO. 1




          AMENDMENT NO. 1 (this “Amendment No. 1”) dated as of August 25, 2008 among COCA-COLA BOTTLING
CO. CONSOLIDATED (the “Borrower”), the Lenders executing this Amendment No. 1 on the signature
pages hereto and Citibank, N.A., in its capacity as administrative agent (the “Administrative
Agent”) under the Credit Agreement referred to below.




          WHEREAS, the Borrower, the Lenders party thereto and the Administrative Agent are parties to
an Amended and Restated Credit Agreement dated as of March 8, 2007 (as amended and supplemented and
in effect immediately prior to the date hereof, the “Credit Agreement”), providing, subject to the
terms and conditions thereof, for revolving credit loans to the Borrower.




          NOW THEREFORE, the parties hereto wish now to amend the Credit Agreement in certain
respects, and, accordingly, the parties hereto hereby agree as follows:




          Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms
defined in the Credit Agreement are used herein as defined therein.




          Section 2. Amendments. Subject to the satisfaction of the conditions precedent
specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be
amended as follows:





     2.01. References Generally. References in the Credit Agreement (including
references
to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references
such as
“hereunder”, “hereby”, “herein” and “hereof) shall be deemed to be references to the
Credit
Agreement as amended hereby.




     2.02. Certain Defined Terms. Section 1.01 of the Credit Agreement is hereby
amended
by amending the definition of “Consolidated Operating Income” contained therein to read
in its
entirety as follows:




     “Consolidated Operating Income” shall mean, for any period, the net
income of the Borrower and its Consolidated Subsidiaries, before any deduction in
respect of interest or taxes, determined and consolidated in accordance with GAAP,
excluding, however, (i) extraordinary items in accordance with GAAP (which shall
include without limitation, in any event, any income, net of expenses, or loss
realized by the Borrower or any Consolidated Subsidiary from any sale of assets
outside the ordinary course of business, whether tangible or intangible, including
franchise territories and securities) and (ii) any charge in accordance with GAAP
resulting from the Borrower’s withdrawal from the Central States Southeast and
Southwest Areas Pension Fund incurred on or before March 31, 2009 and not exceeding
$15,000,000.00.



          Section 3. Representations and Warranties. The Borrower represents and warrants to the
Lenders and the Administrative Agent, as to itself and each of its subsidiaries, that (a) the
representations and warranties set forth in Article IV of the Credit Agreement (except Section
4.01(n) and Section 4.01(o) thereof) are true and correct in all material respects on the date
hereof as if made on and as of the date hereof (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, such representation or warranty shall be
true and correct in all material respects as of such specific date) and as if each reference in
said Article IV to “this Agreement” included reference to this Amendment No. 1 and (b) no Default
or Event of Default has occurred and is continuing.




          Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall
become effective, as of the date hereof, upon satisfaction of the following conditions:




Amendment No. 1




 









 





- 2 -





     4.01. Execution. The Administrative Agent shall have received counterparts
of this Amendment No. 1 executed by the Borrower and the Lenders party to the Credit
Agreement constituting the Majority Lenders.




     4.02 Fee and Expenses. The Borrower shall have paid in full the costs,
expenses and fees as set forth in Section 8.04(a) of the Credit Agreement.



          Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain
unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same amendatory instrument
and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart.
Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually
executed counterpart hereof. This Amendment No. 1 shall be governed by, and construed in accordance
with, the law of the State of New York.




Amendment No. 1




 









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed by
their respective authorized officers as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	COCA-COLA BOTTLING CO. CONSOLIDATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Clifford M. Deal, III	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Clifford M. Deal, III	 	 
	 

	 	 	 	Title: Vice President and
Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A.,

as
Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Amendment No. 1




 









 






          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed by
their respective authorized officers as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	COCA-COLA BOTTLING CO. CONSOLIDATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A.,

 as
Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kirk P. Lakeman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Kirk P. Lakeman	 	 
	 

	 	 	 	Title: Vice President	 	 






Amendment No. 1




 









 





	 	 	 	 	 	 	 
	 	 	LENDERS	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kirk P. Lakeman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Kirk P. Lakeman	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Denis Waltrich	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Denis Waltrich	 	
	 

	 	 	 	Title: Vice President	 	
	 
	 	 	 	 	 	 
	 	 	COOPERATIVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
“RABOBANK 

NEDERLAND”, NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Tamira Treffers-Herrera	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Tamira Treffers-Herrera	 	 
	 

	 	 	 	Title: Execute Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Brett Delfino	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Brett Delfino	 	 
	 

	 	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	SUNTRUST BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Rob Maddox	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Rob Maddox	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	BRANCH BANKING AND TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Amendment
No. 1




 









 





	 	 	 	 	 	 	 
	 	 	KBC BANK N.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CHANG HWA COMMERCIAL BANK, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Amendment No. 1