EX-10.1






Exhibit 10.1




EXECUTION COPY




LEASE AGREEMENT




ARTICLE 1. PARTIES




     This Lease is made and entered into between HARRISON LIMITED PARTNERSHIP ONE, a North
Carolina limited partnership, (the “Landlord”) and COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware
corporation (the “Tenant”).



ARTICLE 2. LEASED PROPERTY




Section 2.01 Description of Leased
Property.




     Landlord, for and in consideration of the rents, covenants and agreements hereinafter set
forth and agreed to be paid, kept and performed by Tenant, does hereby lease to Tenant, and Tenant
hereby leases from Landlord, that certain real property located in Mecklenburg County, North
Carolina, a description of which is attached hereto as Exhibit A (the “Land”), together with all
improvements located thereon, including, without limitation, surrounding grounds, driveways,
parking areas and related facilities, and including all appurtenances, rights, privileges,
easements and advantages thereto belonging (the Land and the aforesaid improvements shall be
referred to collectively herein as the “Leased Property”).



Section 2.02 Landlord’s Covenants of
Title, Quiet Enjoyment.




     Landlord covenants that it has title to the Leased Property and the right to make this Lease
for the Term (as such term is defined hereinafter). Landlord further covenants and warrants that
as long as Tenant is not in default under the terms of this Lease, Tenant, shall have quiet,
exclusive and peaceful possession of the Leased Property and shall enjoy all of the rights herein
granted without interference. Tenant represents and warrants that it has made an independent
investigation of the



 









 




zoning of the Land and determined that the same is satisfactory for its purposes Tenant further
acknowledges that the improvements constructed on the Land have been inspected by it and that it
leases the same from Landlord in their “as is” condition without any representation or warranty,
implied or otherwise, as to condition or the suitability thereof for Tenant’s purposes. Tenant
acknowledges and agrees that easement contained in Book 3648 at Page 436 in the Mecklenburg Public
Registry provides for a waterline right-of-way which may be terminated by CSX Corp. at any time.
Such termination shall not affect the obligations of Tenant hereunder.




ARTICLE 3. LEASE TERM




Section 3.01 Term.




     The term of this Lease (the “Term”) shall be for a period of ten (10) years, expiring at
midnight on December 31, 2020, unless extended as provided herein.



Section 3.02 Commencement of
Term.


     The Term shall commence on January 1, 2011 (the “Commencement Date”). The entry or presence
of Tenant on the Land prior to the Commencement Date, for the purpose of conducting its business
shall not constitute commencement of the Term. Irrespective of such entry or presence, the Term
and the payment of “Base Rent” (as such term is defined hereinafter) shall not begin until the
Commencement Date. The Term shall also be referred to herein from time to time as the “Initial
Term”.



Section 3.03 Options to Extend Term.




     Provided that Tenant is not then in default under this Lease beyond any applicable notice and
cure period, Tenant shall be entitled to extend the Term of this Lease for four (4) successive
terms (each of which is herein referred to as an “Extension Term”) of five (5) lease years each.
The first Extension Term shall commence (if properly exercised) immediately upon the expiration



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of the Initial Term, and each following Extension Term shall commence (if properly exercised)
immediately upon the expiration of the immediately preceding Extension Term. In order to exercise
an option to extend the Term of this Lease as provided herein, Tenant shall give Landlord written
notice of such exercise not less than one hundred eighty (180) days prior to the expiration of the
Initial Term or the then-current Extension Term, as applicable (the “Renewal Notice”). All of the
terms and conditions contained in this Lease shall be applicable and shall continue in full force
and effect during an Extension Term. In the event Tenant does not timely or properly exercise an
option to extend the Term of this Lease in accordance with the foregoing, then the subject option
and all future options to extend the Term of this Lease as provided above shall become null and
void and be of no further force or effect.




ARTICLE 4. RENT




Section 4.01 Base Rent.




     The annual base rent (the “Base Rent”) for the initial twelve (12) month period of the Term
shall be $3,411,329.25 (which sum is the product obtained by multiplying 649,777 [the square
footage of the building] by $5.25), Beginning with the first (1st) annual anniversary
of the Commencement Date, and continuing with each subsequent annual anniversary of the
Commencement Date, the Base Rent paid by Tenant shall be increased by three percent (3%) of the
Base Rent in effect during the immediately preceding twelve (12) month period. All references in
this Lease to “Base Rent” shall be deemed and construed to include the annual adjustment provided
herein.



Section 4.02 Payment of Rent.




     Tenant shall pay the Base Rent in quarterly installments, in advance, and without demand on
the first (lst) day of each and every quarter during the Term.




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Section 4.03 Late payment of Rent.




     In the event any quarterly installment of Base Rent is not received on the due date, such
amount shall accrue interest at the rate of fifteen percent (15%) per annum (or the maximum
interest rate allowed by law if less than 15%) and such interest shall be due and payable by
Tenant to Landlord for the period of time said payment is delinquent as additional rent hereunder;
provided that a default shall occur only as specified in Section 13.01 herein. The
imposition of this charge shall not be deemed a waiver or be in lieu of Landlord’s other rights
hereunder.



ARTICLE 5. BUILDING OPERATIONAL EXPENSES AND TAXES




Section 5.01 Operational Expenses.




     Tenant shall be responsible for all expenses and charges which, during the Term, shall be
incurred in connection with the possession, occupation, operation, alteration, maintenance, repair
and use of the Leased Property, and any other sums which, except for the execution and delivery of
this Lease, would be chargeable against the Leased Property or the owner, occupant or possessor of
the Leased Property.



Section 5.02 Taxes.




     Tenant shall pay to the appropriate taxing authorities prior to delinquency, all real estate
taxes and assessments of any nature whatsoever levied or assessed on the Leased Property during
the Term and taxes, assessments and charges levied in lieu of such real estate taxes, charges and
assessments and taxes levied on or with respect to rentals payable hereunder (other than income
taxes on the overall income of Landlord). Tenant shall, within ten (10) days after the required
date of payment, furnish to Landlord copies of paid receipts for all such taxes, assessments and
charges, Said taxes and assessments shall be prorated for any partial calendar year or tax period
during the Term.



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Section 5.03 Review of Taxes.




     Tenant shall have the right to challenge, by legal proceedings instituted and conducted at
Tenant’s own expense, and free of expense to Landlord, any such taxes imposed upon or against the
Land. Landlord shall join in any such proceedings and hereby agrees that any such proceeding may be
brought in its name if the provisions of any law, rule or regulation shall so require. Tenant shall
nevertheless pay and continue to pay, as the same becomes due and payable, such impositions under
protest, and Tenant shall be entitled to any refund which is made of any such amounts. Landlord
shall not, without Tenant’s prior written approval, make or agree to any settlement, compromise or
other disposition of any such proceedings, or discontinue or withdraw from any such proceedings or
accept any refund so long as Tenant shall comply with the terms of this Lease, including
specifically the requirement to pay rent.



ARTICLE 6. USE




Section 6.01 Use.




     It is Tenant’s intention to use or cause the Leased Property to be used for the purpose of
operating a Coca-Cola Bottling Plant and related sales, storage and office facilities or such other
lawful business as Tenant may from time to time deem advisable; provided, however, Tenant, shall
not conduct any business within the Leased Property which violates local, state or federal laws,
rules or regulations.



Section 6.02 Tenant’s Compliance With Law.




     Tenant shall at all times during the Term comply with any and all laws, ordinances, rules or
regulations of any governmental authority having jurisdiction over the Leased Property, including
the making of any structural changes on or to the Leased Property in order to comply with any such
law, regulation, requirement, or order.



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ARTICLE 7. FIXTURES AND SIGNS




Section 7.01 Installation and Removal of Trade Fixtures.




     Tenant may install in and affix to the Leased Property such fixtures, signs and equipment as
Tenant deems desirable (subject to Tenant’s obligations under Section 6-02 above). All such
fixtures, signs and equipment shall remain the property of Tenant and may be removed at any time
provided that Tenant, at its expense, shall repair any damage caused by reason of such removal.
Tenant shall pay all taxes or other charges or fees levied or assessed against or as a result of
such fixtures, signs and equipment.



Section 7.02 Tenant’s Exclusive Right to Erect Signs.




     Tenant shall have the exclusive right to erect and maintain upon the Leased Property all signs
which lawfully may be placed thereon and which it deems appropriate to the conduct of its business,
Landlord shall not place any signs or advertising matter of any nature upon any part of the Leased
Property or permit others to do so.



Section 7.03 Landlord’s Right to Erect Signs.




     The provisions of Section 7.02 notwithstanding, Landlord shall have the right during
the last one hundred eighty (180) days of the Term to advertise and post “For Rent/Lease or Sale”
signs on the Leased Property. Tenant shall cooperate with Landlord in showing the Leased Property
to prospective tenants or purchasers during normal business hours.



ARTICLE 8. REPAIRS, ALTERATIONS, RECONSTRUCTION




Section 8.01 Tenant to Maintain.




     Subject to the provisions of Sections 8.04 and 8.05 below, Tenant shall, at
its sole cost and expense, maintain the exterior, roof, parking areas, landscaping, interior,
interior and exterior walls,



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plumbing, heating and air conditioning systems, structure, plate glass and all other components and
parts of the Leased Property in good condition and repair throughout the Term.




Section 8.02 Exterior Areas — Maintenance.




     Tenant shall maintain and clean the parking, landscaping and other exterior areas of the
Leased Property, keeping the same in good condition and repair throughout the Term, and Tenant
shall provide for lighting such areas at its sole cost and expense.



Section 8.03 Tenant’s Right to Make Alterations or Additions.




     Tenant may, at its own expense, make such nonstructural alterations, additions and changes to
the Leased Property as it may deem necessary. Any structural alteration, addition, or change to
the Leased Premises must be approved in writing by Landlord, which approval will not be
unreasonably withheld, and shall become a part of the Leased Property and may not be removed upon
termination of the Lease. Non-structural alterations, additions, or changes shall become a part of
the Leased Property and upon the termination of this Lease, Tenant shall have the right and may be
required by Landlord to remove the same. If Tenant removes any such alterations, additions or
changes installed by Tenant, Tenant shall repair all damage to the Leased Property caused by such
removal.



Section 8.04 Damage to Improvements — Repairs or Election to Terminate.




     (a) Repairable Casualty. In the event the Leased Property shall be damaged by fire,
earthquake, other elements or other casualty during the Term and Tenant does not elect to
terminate this Lease pursuant to Section 8.04(b) below, Tenant shall give prompt notice of
such casualty to Landlord, and shall proceed with reasonable diligence to carry out any necessary
demolition and to restore, repair, replace and rebuild such building and improvements at Tenant’s
own cost and expense. If any insurance proceeds shall have been paid by reason of such damage or
destruction,




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Tenant shall be entitled to such proceeds in order to complete such repairs. If at any time Tenant
shall fail or neglect to supply sufficient workmen or sufficient materials of proper quality, or
fail in any other respect to prosecute such work of demolition, restoration, repair, replacement or
rebuilding with diligence and promptness, then Landlord may give to Tenant written notice of such
failure or neglect, and if such failure or neglect continues for more than sixty (60) days after
such notice, then Landlord, in addition to all other rights which Landlord may have, may enter upon
the Leased Property, provide labor and/or materials, cause the performance of any contract and/or
do such other acts and things as Landlord may deem advisable to prosecute such work, in which event
Landlord shall be entitled to reimbursement of its costs and expenses out of any insurance proceeds
for application to the cost of such work. All costs and expenses incurred by Landlord in carrying
out such work for which Landlord is not reimbursed out of insurance proceeds or other moneys shall
be borne by Tenant and shall be payable by Tenant to Landlord as additional rent within ten (10)
days of demand therefor, which demand may be made by Landlord from time to time as such costs and
expenses are incurred, in addition to any or all damages to which Landlord shall be entitled
hereunder.




     Rent shall not abate hereunder by reason of any damage to or of the Leased Property and
Tenant shall continue to perform and fulfill all of Tenant’s obligations, covenants and agreements
hereunder notwithstanding any such damage or destruction.



     (b) Substantial Casualty. If (i) the Leased Property shall be damaged by fire,
earthquake, other elements or other casualty during the Term and the Board of Directors of Tenant
shall reasonably determine in good faith that the Leased Property has been rendered unsuitable for
continued use in Tenant’s business, or (ii) during the last twelve (12) months of the Term, the
Leased Property is damaged by fire, earthquake, other elements or other casualty and the amount of



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the damage is greater than twenty-five percent (25%) of the replacement cost of the Leased Property
(excluding costs of footings, foundations, excavation and paving)
(each a “Substantial Casualty”),
then Tenant may terminate this Lease by delivery of written notice of termination to Landlord
within ninety (90) days after the Substantial Casualty occurs. Upon such termination, Tenant shall
surrender the Leased Property to Landlord, and neither party shall have any further obligations or
liabilities under this Lease (except for such obligations and liabilities as would survive the
normal expiration of the Term, all of which shall survive such early termination). Notwithstanding
the foregoing, Tenant shall be entitled to terminate this Lease pursuant to this Section
8.04(b) if and only if insurance proceeds resulting from such casualty event (which are to be
paid in full to Landlord in conjunction with such termination of this Lease by Tenant) are
sufficient to fully restore the damaged or destroyed portion of the Leased Property. Upon the
termination of this Lease in accordance with the provisions of this Section 8.04(b), all
insurance proceeds shall belong to and shall be payable to Landlord, and Tenant shall have no right
or claim with respect to such insurance proceeds. In the event of any termination of this Lease
under the provisions of this Section 8.04(b), this Lease shall terminate at the end of the
calendar month in which the notice of termination is given.




Section 8.05 Tenant’s Repairs for Building and Occupancy Regulations.




     If any governmental agency or any department or division thereof shall condemn the Leased
Property or any part thereof as unsafe or as not in conformity with the laws and regulations
relating to the use, occupation, and construction thereof (including, without limitation, the
Americans with Disabilities Act, as amended), or shall order or require any rebuilding, alteration
or repair, Tenant shall immediately at Tenant’s own cost and expense (and without any right of
reimbursement from Landlord) effect such alterations and repairs in the Leased Property as may be
necessary to comply



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with such
laws, regulations, orders, or requirements. All such alterations and repairs shall be
made in accordance with the plans and specifications approved in writing by Landlord, which
approval shall not be unreasonably withheld.




Section 8.06 Condition of Leased Property on Surrender.




     At the termination of this Lease, Tenant shall surrender the Leased Property to Landlord in
good condition and repair, subject only to the consequences and effect of reasonable wear and tear
and permissible alteration, additions and changes under Section 8.03, condemnation,
casualty and acts of God and the terms of Section 8.04 herein.



Section 8.07 Mechanic’s Liens.




     Tenant will pay for all work performed on the Leased Property by its employees or contractors
and shall indemnify and hold Landlord harmless from all liability resulting from any lien or claim
of lien arising out of such work. Tenant shall have the right, at its sole cost and expense, to
contest the validity of any such lien or claimed lien. Landlord shall have the right to enter the
Leased Property for the purpose of posting notices of nonliability for work performed at the
direction of Tenant. Should a lien be filed against the Leased Property or any other action,
affecting title thereto be commenced, the party first receiving notice thereof shall immediately
give written notice to the other party. Tenant shall promptly take all necessary action to cause
the same to be discharged or removed.



ARTICLE 9. CONDEMNATION




Section 9.01 Condemnation.




     (a) Repairable Condemnation. In the event of a condemnation of less than all or
substantially all of the Leased Property after which this Lease does not terminate pursuant to
Section 9.01(b) below (a “Repairable Condemnation”), (i) Tenant shall promptly commence
and



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take commercially reasonable efforts, to the extent of available condemnation proceeds, to either
restore any portion of the Leased Property altered or damaged by such Repairable Condemnation to a
complete architectural unit, in which event Tenant shall be entitled to so much of the condemnation
award as may be necessary to reimburse Tenant for its actual, third-party out-of-pocket costs (the
sum of the funds paid by Tenant for labor, services, materials, supplies, insurance and bond
premiums, development, financing and all other third-party out-of-pocket costs and expenses)
directly related to such restoration, or demolish any such damaged or altered portion of the Leased
Property and re-construct such portion of the Leased Property, and (ii) the Base Rent shall be
re-determined equitably by Landlord. If the net condemnation award exceeds the cost of repair,
Landlord may retain such excess. All condemnation proceeds shall be made available to Tenant to
complete such repairs. This Lease shall continue in full force and effect, and Base Rent shall not
be abated as a result of such taking.




     (b) Substantial Condemnation. In the event of a condemnation of all or substantially
all of the Leased Property (a taking of “substantially all” of the Leased Property shall mean a
taking which, in the good faith opinion of Tenant’s Board of Directors, renders the Leased
Property unsuitable for continued use in Tenant’s trade or business) (a “Substantial
Condemnation”), this Lease shall terminate and expire on the date of such Substantial
Condemnation, and Base Rent hereunder shall be apportioned and paid to the date of such
Substantial Condemnation. If this Lease shall terminate as a result of a Substantial Condemnation,
Landlord shall be entitled to all of the condemnation award to compensate Landlord for: (a) the
value of the Leased Property, (b) the diminution in the value of land which is not taken and which
is owned by Landlord in the vicinity of the Land which is taken, and (c) the loss of future rental
income from the Premises. In such case, Tenant may pursue a separate claim against the condemning
authority for moving expenses, for the




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value of its furniture, equipment and trade fixtures, and for loss of business, but not for the
value of Tenant’s leasehold estate (which Tenant waives and relinquishes to Landlord in full), and
in no event shall any such separate award diminish in any respect the condemnation award that
Landlord is entitled to receive under this Section 9.01(b).





Section 9.02 Notice of Condemnation.




     Landlord shall, immediately after it receives notice of the intention of any such authority to
appropriate or take all or any portion of the Leased Property, give to Tenant notice in writing of
such intended appropriation or taking.



Section 9.03 Voluntary Sale as Taking.




     A voluntary sale by Landlord to any public body or agency having the power of eminent domain,
either under threat of condemnation or while condemnation proceedings are pending, shall be deemed
to be taking under the power of eminent domain for the purposes of this Article 9.



ARTICLE 10. INDEMNITY AND INSURANCE




Section 10.01 Indemnification of Landlord by Tenant.




     Landlord shall not be liable for any damage or liability of any kind or for any damage or
injury to persons or property during the Term from any cause whatsoever by reason of the use,
occupation, and enjoyment of the Leased Property by Tenant or any person thereon or holding under
Tenant. Tenant will indemnify and hold harmless Landlord from all liability on account of any such
damage or injury and from all liens, claims and demands arising out of the use of any improvement
upon the Leased Property and its facilities or any repairs, construction or alterations which
Tenant may make upon the Leased Property. However, nothing in this Lease shall impose liability on
Tenant for damage or injury occasioned by failure of Landlord to comply with its obligations
hereunder or by reason of the negligence of Landlord, its agents, servants or employees.




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Section 10.02 Indemnification of Tenant by Landlord.




     Tenant shall not be liable for damage or injury to persons or property directly caused by
agents or employees of Landlord. Landlord will indemnify and save harmless Tenant from all such
liability whatsoever, on account of such damage or injury to the extent that the insurance
provided in Section 10.03 hereof does not fully insure against such damage or injury. This
provision shall not be deemed to invalidate any insurance coverage provided for under the
provision of Section 10.03 hereof or to entitle any insurance carrier thereunder to any
right of subrogation against Landlord.



Section 10.03 Tenant’s Insurance.




     Tenant
shall carry and maintain, during the Term, at Tenant’s sole cost and expense, the
following types of insurance, naming Landlord and Landlord’s lender or mortgagee as an additional
insured in each case, in the amounts specified and in the form hereinafter provided:



          (a) Liability Insurance. Broad form comprehensive general liability insurance with
limits of not less than Five Million Dollars ($5,000,000.00) for each occurrence for bodily
injury (including death) and property damage, insuring against liability of Tenant with respect to
the Leased Property or arising out of the maintenance, use or occupancy thereof.




          (b) Fire Insurance-Tenant. A policy or policies of fire insurance with a standard form
extended coverage endorsement, to the extent of at least 100% of the replacement cost of Tenant’s
trade fixtures, equipment and merchandise, which may from time to time be located in or on the
Leased Property, and any trade fixtures and equipment of others which are in the Tenant’s
possession and which are located within the Leased Property (collectively, the “Personal Property”)
(which Personal Property shall specifically exclude any real property, including, without
limitation, such machinery, equipment or fixtures so integrated into the building improvements on
the Land as to constitute real property (such as, without limitation, security systems, built-in





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cabinetry, millwork, doors, water fountains, plumbing, lighting and HVAC systems)). Landlord shall
have no interest in the Personal Property and will sign all documents necessary or proper in
connection with the settlement of any claim or loss by Tenant. No abatement in rent shall be made
nor the Lease cancelled in the event of damage or destruction of Personal Property.




          (c) Fire Insurance for Improvements. A policy of fire insurance with standard form
extended coverage endorsement to the extent of full replacement value of the building improvements
located on the Land to be adjusted annually to reflect changes in full replacement value. The
proceeds of such insurance policies shall be payable to Landlord and shall be used by Landlord as
herein provided. Such insurance policies shall contain a standard mortgagee “loss payable” clause
in favor of Landlord’s lender or mortgagee as may be required by such lender or mortgagee and
shall further provide that the same may not be cancelled, except upon thirty (30) days’ prior
written notice to such lender or mortgagee and to Landlord. Tenant will sign all documents
necessary or proper in connection with the settlement of any claim or loss under this Section
10.03(c) by Landlord.




          (d) Business Interruption Insurance. Business interruption insurance in an amount
equal to twelve (12) months’ Base Rent as Base Rent is
adjusted hereunder.




Section 10.04 Method of Coverage.




     Tenant’s obligations to insure under this Article 10 may be provided by appropriate
amendment, rider or endorsement on any blanket policy or policies carried by Tenant. Tenant shall
provide Landlord with the originals of all such policies or certified copies thereof.



Section 10.05 Policy Requirements.




     All policies of property insurance to be provided by Landlord or Tenant shall be issued by
companies qualified to do business in the State of North Carolina, rated at least “A” by A.M. Best




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Co. and approved by Landlord and Landlord’s lender or mortgagee, and with regard to fire insurance
policies, shall be issued in the names of Tenant and Landlord as their interest may appear. With
respect to each policy of insurance and each renewal thereof required pursuant to this Article
10, both parties, at the beginning of the Term and thereafter not less than thirty (30) days
prior to the expiration of any such policy, shall furnish each other with certificates of insurance
for such coverage. If any lender reasonably requests additional or substituted coverage, Landlord
and Tenant mutually agree to cooperate to satisfy the reasonable demands of such lender.





Section 10.06 Mutual Waiver Of Subrogation.




     For the purpose of waiver of subrogation, the parties mutually release and waive unto the
other all rights to claim damages, costs or expenses for any injury to persons (including death)
or property caused by a casualty of any type whatsoever in, on or about the Leased Property if the
amount of such damage, cost or expense has been paid to such damaged party under the terms of any
policy of insurance. All insurance policies carried with respect to this Lease, if permitted under
applicable law, shall contain a provision whereby the insurer waives, prior to loss, all rights of
subrogation against either Landlord or Tenant.



ARTICLE 11. ASSIGNMENT AND SUBLETTING PERMITTED




     Tenant may not assign this Lease nor sublet all or any part of the Leased Property without
the prior written consent of the Landlord, which consent shall not be unreasonably withheld.
Tenant shall notify Landlord in writing of the terms of any proposed assignment or subletting, the
name and address of the proposed assignee or sublessee, and, in the case of a sublease, the area
proposed to be sublet. Landlord shall notify Tenant within ninety (90) days of Tenant’s giving
such notice that it consents or that it withholds its consent to Tenant’s proposal. Failure of
Landlord to give Tenant such notice within such ninety (90) day period shall be deemed a waiver of
Landlord’s right to




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withhold its consent to Tenant’s proposed assignment or sublease. Any such permitted assignment
and subletting shall be subject to and governed by the terms of this Lease, and Tenant shall remain
liable for the full performance of all conditions of this Lease and the payment of all rents
hereunder.




ARTICLE 12. TENANT’S RIGHT OF FIRST REFUSAL




     For and in consideration of the sum of Ten and No/100 ($10.00) Dollars and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord,
for itself and for its successors and assigns, agrees during the Term of this Lease not to sell,
transfer, pledge, encumber or otherwise convey any interest in the Leased Property (each, a
“Transfer”) without first notifying Tenant and providing Tenant with the right of first refusal to
which it is entitled as herein provided for. The parties hereby agree that they shall cause the
Memorandum described in Section 16.01 herein to contain a reference to the right of first
refusal granted herein.



          (a) Notice. In the event there should exist a bona fide offer for the purchase of the
Leased Property, Landlord, prior to the acceptance of such offer and the consummation of any sale
thereof, shall notify Tenant in writing of such offer and shall offer to Tenant the opportunity to
purchase the Leased Property upon the same terms and conditions as is contained in the bona fide
offer. Tenant shall have ten (10) days from the date of receipt of such written notice within
which to notify Landlord of its desire to exercise its right of first refusal, and any sale
resulting therefrom shall be closed thereafter as soon as reasonably practicable. In the event
Tenant should fail to notify Landlord of its desire to exercise its right of first refusal within
the time allowed herein or fail to consummate the purchase within a reasonable time thereafter,
then Landlord shall be free to Transfer the Leased Property pursuant to the bona fide offer within
a period of one hundred twenty (120) days thereafter. An offer shall not be deemed a bona fide
offer unless it is made in good faith, in writing and by a person or corporation financially able
to consummate the transaction. Any






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material change in the economic terms or conditions of a bona fide offer shall necessitate a
further notice and the granting of a further right of first refusal to Tenant. The right of first
refusal herein shall terminate and cease upon any Transfer of the Leased Property to a third party
that is not related to Harrison Limited Partnership One or to an affiliate or limited or general
partner of Harrison Limited Partnership One.




          (b) Specific Performance. Landlord and Tenant hereby expressly acknowledge that any
breach of this agreement concerning Tenant’s right of first refusal will result in irreparable
injury to Tenant, and that therefore Tenant shall be entitled to obtain the specific performance of
said agreement and a restraining order or injunction prohibiting Landlord from violating said
agreement as an appropriate remedy in a court of proper jurisdiction. This right shall not preclude
Tenant from obtaining any other appropriate relief to which it may be entitled, including all costs
and reasonable attorneys fees incurred in enforcing said agreement.




ARTICLE 13. DEFAULT AND REMEDIES




Section 13.01 Default by Tenant — Termination After Notice — Opportunity to
Remedy.




     Should (i) default be made by Tenant in the payment of any portion of the rent, taxes or
other charges when due and should such default continue for more than fourteen (14) days after
written notice to Tenant from the obligee of such charge or from Landlord specifying such default,
or (ii) default be made, and continue for more than thirty (30) days after written notice from
Landlord specifying such default in the performance of any of the other covenants on the part of
Tenant to be kept or performed, then, and only in such event, Landlord may at Landlord’s option
terminate Tenant’s right to possession of the Leased Property by written notice to Tenant and
shall have the immediate right of reentry to remove all persons and property from same and dispose
of or store such property as it deems fit, and in addition or in the alternative to take such
other action or



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pursue such other remedies and recover such damages as may be permitted under the laws of the State
of North Carolina; provided, however, that no such termination shall be effected or action taken or
remedy pursued until the expiration of such additional period, if any, as may be reasonably
necessary to remedy a default involving other than the payment of money, if it is of such character
as to require more than thirty (30) days to remedy and Tenant proceeds promptly and diligently to
cure and correct the same within a reasonable time period and, further provided that the period for
curing any default shall not be extended so as to jeopardize the interest of Landlord in the
Leased Property or subject Landlord to civil or criminal liability.




Section 13.02 Landlord’s Default After Notice and Opportunity to Remedy.




     Should default be made by Landlord, and continue for more than thirty (30) days after written
notice from Tenant to Landlord, in addition to any other remedies available to Tenant at law or in
equity, Tenant may at Tenant’s option terminate this Lease forthwith by written notice to Landlord.



Section 13.03
Right to Remedy Default.




     Each party shall have the right after ten (10) days’ written notice to the other (but shall
not be obligated) to correct or remedy any default upon the part of the other, not cured within
the notice period, under any provision of this Lease, and both parties agree that, if a party
shall correct or remedy any such default, the other party shall pay to the performing party the
cost of correction upon demand, provided such notice shall not be required in the event of the
failure of Tenant to maintain the required insurance or pay taxes as herein required, The
foregoing ten (10) day period shall not be applicable with respect to a failure of Tenant to
maintain the insurance required by this Lease.



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Section 13.04 Termination for Tenant’s Bankruptcy or Insolvency.




     Tenant agrees that in the event all or substantially all of its assets are placed in the hands
of a receiver or trustee, and such receivership or trusteeship continues for a period of sixty (60)
days, or should Tenant make an assignment for the benefit of creditors or be adjudicated a
bankrupt, or should Tenant institute any proceedings under the Bankruptcy Act, as the same now
exists or under any amendment thereof, which may hereafter be enacted, or under any other act
relating to the subject of bankruptcy wherein Tenant seeks to be adjudicated a bankrupt, or seeks
to be discharged of its debts, or to effect a plan of liquidation, or should any involuntary
proceeding be filed against Tenant under any such bankruptcy laws and Tenant consents thereto or
acquiesces therein by pleading or default, then this Lease or any interest in and to the Leased
Property shall not become an asset in any of such proceedings and all rent payable by Tenant to
Landlord for the remainder of the Term shall immediately become due and payable by Tenant to
Landlord without notice of default of any kind, which notice is hereby expressly waived by Tenant.
Such rent for the remainder of the Term shall be calculated by using the Base Rent in effect at the
time of Tenant’s default and discounting it to present value at the time of default by applying the
judgment rate then in effect. Landlord and Tenant agree that due to the difficulty of measuring
Landlord’s damages in such event, such future rent shall constitute liquidated damages which shall
compensate Landlord for Tenant’s default. In any such event, and in addition to any and all rights
or remedies of Landlord hereunder or by law provided, it shall be lawful for Landlord at its option
to declare the Term ended and to re-enter the Leased Property and take possession thereof and to
remove all persons therefrom, and Tenant shall have no further claim thereon or hereunder.



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ARTICLE 14. SUBORDINATION AND MORTGAGEE.




Section 14.01 Subordination of Lease to Future Liens.




     Tenant hereby subjects and subordinates all or any of its rights under this Lease to any and
all mortgages and deeds of trust now existing or placed on the Land or the Leased Property in the
future; provided, however, Tenant will not be disturbed in the quiet and peaceful use and enjoyment
of the Leased Property so long as Tenant is not in default hereunder and Tenant’s options and
rights to purchase as herein set forth shall not be affected by any action taken under or pursuant
to such deed of trust, provided Tenant is not in default hereunder. Landlord and Tenant agree that
this Lease shall remain in full force and effect notwithstanding any default or foreclosure under
any such mortgage or deed of trust, and that Tenant will attorn to the mortgagee, trustee or
beneficiary of such mortgage or deed of trust and their successors or assigns, or the purchaser or
assignee under any such foreclosure. Tenant will, upon request by Landlord, execute and deliver to
Landlord, or to any other person designated by Landlord, any instrument or instruments required to
give effect to the provisions of this Article 14, so long as Landlord first obtains from
any lender connected with such request a written agreement providing: “As long as Tenant performs
its obligations under this Lease, no foreclosure of, deed given in lieu of foreclosure of, or sale
under the encumbrance, and no steps or procedures taken under the encumbrance, shall affect
Tenant’s rights under this Lease.” Similarly, with respect to any existing mortgages or deeds of
trust, Landlord (i) represents and warrants to Tenant that the holder or holders thereof either
have no right to consent to or approve of this Lease or Landlord has obtained any such required
consents or approvals and (ii) shall cause each holder thereof to deliver to Tenant an instrument
which, among other things reasonably requested by the parties, shall provide that: “As long as
Tenant performs its obligations under this



20









 




Lease, no foreclosure of, deed given in lieu of foreclosure of, or sale under the encumbrance, and
no steps or procedures taken under the encumbrance, shall affect Tenant’s rights under this Lease.”




Section 14.02 Notice to Mortgagee and Right to Cure Landlord’s Default.



If the Leased Property or any part thereof is at any time subject to a first deed of trust and if
Tenant is given notice thereof, including the post office address of the beneficiary in such deed
of trust, then notwithstanding any other provision of this Lease to the contrary. Tenant shall not
terminate this Lease for any default on the part of Landlord without first giving written notice
to such beneficiary specifying the default in reasonable detail, and affording such beneficiary
sixty (60) days from the date of such written notice from Tenant to cure such default.




Section 14.03 Tenant’s Consent to Changes in Lease.




     If, in connection with obtaining financing for the Leased Property, a banking, insurance or
other recognized institutional lender shall request reasonable modifications in this Lease as a
condition to such financing, Tenant will not unreasonably withhold, delay or defer its consent
thereto, provided that such modification does not increase the obligations of Tenant hereunder or
adversely affect the leasehold interest hereby created or Tenant’s use and enjoyment of the Leased
Property.



ARTICLE 15. GENERAL PROVISIONS.




Section 15.01 No Waiver of Breach.




     No failure by either Landlord or Tenant to insist upon the strict performance by the other of
any covenant, agreement, term or condition of this Lease or to
exercise any right or remedy
consequent upon a breach thereof, shall constitute a waiver of any such breach or of such covenant,
agreement, term or condition. No waiver of any breach shall affect or alter this Lease, but each
and



21









 




every covenant, condition, agreement and term of this Lease shall continue in full force and effect
with respect to any other then existing or subsequent breach.




Section 15.02 Time of Essence.




     Time
is of the essence with respect to the provisions contained in this Lease and each
provision thereof.



Section 15.03 Computation of Time.




     The time in which any act provided by this Lease is to be done is computed by excluding the
first day and including the last, unless the last day is a Saturday, Sunday, or holiday, and then
it is also excluded.



Section 15.04 Unavoidable Delay-Force Majeure.




     If either party shall be delayed or prevented from the performance of any act required by
this Lease by reason of act of God, strikes, lockouts, labor troubles, inability to procure
materials, restrictive governmental laws or regulations or other cause, without fault and beyond
the reasonable control of the party obligated (financial inability excepted), performance of such
act shall be excused for the period of the delay; and the period of the performance of any such
act shall be extended for a period equivalent to the period of such delay; provided, however,
nothing in this Section 15.04 shall excuse Tenant from the prompt payment of any rental or
other charge required of Tenant.



Section 15.05 Successor in Interest.




     Landlord shall not assign, transfer, or otherwise dispose of its interest in the Leased
Property or this Lease without first providing Tenant with the right of first refusal to which it
is entitled as provided in Article 12 hereof and, in the event Tenant declines to exercise
such right,
without the written agreement of the assignee, transferee or recipient of Landlord’s interest
that it




22









 




covenants and agrees to assume all the liabilities and obligations of the “Landlord” under this
Lease. In the event of such valid assignment, Landlord shall be entirely freed and relieved of all
liabilities and obligations of the Landlord under this Lease which accrue from or after the date of
such sale. Notwithstanding anything to the contrary contained in this Lease, it is specifically
understood and agreed that the liability of Landlord hereunder shall be limited to the equity of
Landlord in the Land in the event of a breach by Landlord of any of the terms, covenants and
conditions of, this Lease to be performed by Landlord, In furtherance of the foregoing, Tenant
hereby agrees that any judgment it may obtain against Landlord as a result of a breach of any of
the terms, covenants or conditions hereof by Landlord shall be enforceable solely against the
Landlord’s fee simple interest in the Land.




Section 15.06 Entire Agreement.




     This Lease contains the entire agreement of the parties with respect to the matters covered by
this Lease. No other agreement, statement or promise made by any party, or to any employee, officer
or agent of any party, which is not contained in these documents shall be binding or valid.



Section 15.07 Partial Invalidity.




     If any covenant, condition or provision of this Lease is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated.



Section 15.08 Relationship of Parties.




     Nothing contained in this Lease shall be deemed or construed by the parties or by any third
person to create the relationship of principal and agent or of partnership or of joint venture or
of any association between Landlord and Tenant. Neither the method of computation of rent nor any
other provisions contained in this Lease nor any acts of the parties in connection with this Lease
shall be



23









 




deemed to create any relationship between Landlord and Tenant, other than the relationship of
Landlord and Tenant.




Section 15.09 Interpretation and Definitions.




     The language in all parts of this Lease shall in all cases be simply construed according to
its fair meaning and not strictly for or against Landlord or Tenant. Unless otherwise provided in
this Lease, or unless the context otherwise requires, the following definitions and rules of
construction shall apply to this Lease.



          (a)
Number and Gender. In this Lease the neuter gender includes the feminine and
masculine, and the singular number includes the plural, and the word “person” includes
corporation, partnership, firm or association wherever the context so requires.




          (b) Mandatory and Permissive. “Shall,” “will,” and “agrees” are mandatory; “may” is
permissive.




          (c) Captions. Captions of the articles, sections, and paragraphs of this Lease are
for convenience and reference only, and the words contained therein shall in no way be held to
explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions
of this Lease.




          (d)
Parties. Parties shall include the Landlord and Tenant.




          (e) Sublessee. As used herein, the word “sublessee” shall mean and include in
addition to a sublease and subtenant, a licensee, concessionaire, or other occupant or user of any
portion of the Leased Property.




          
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Section 15.10 Interest.




     Any sum accruing to Landlord or Tenant under the provisions of this Lease which shall not be
paid when due shall bear interest at the rate of fifteen percent (15%) per annum (or the maximum
interest rate allowed by law if less than 15%).



Section 15.11 Modification.




     This Lease is not subject to modification except in writing.



Section 15.12
Delivery of Rent and Notices — Method and Time.




          (a) All notices, demands or requests from one party to another may be personally delivered or
sent by mail, certified or registered, postage prepaid, to the addresses stated in this Section
15.12 or sent by facsimile transmission to the telephone numbers stated in this Section
15.12, and shall be deemed to have been given at the time of personal delivery, at the end of
the third (3rd) full day following the date of mailing or at the time same is
transmitted by facsimile, provided it is also sent via one of the
other means.




          (b) All rents and other sums payable by Tenant to Landlord shall be by check payable to
“Harrison Limited Partnership One” delivered in person or mailed to Landlord at 901 Tallan
Building, Suite 901, Chattanooga, Tennessee 37402, or by wire transfer per instructions delivered
by Landlord, from time to time.




          (c) All notices, demands, or requests from Tenant to Landlord shall be given to Landlord at
901 Tallan Building, Suite 901, Chattanooga, Tennessee 37402 or, if by facsimile transmission, to
423/756-3010.




          (d) All notices, demands, or requests from Landlord to Tenant shall be given to Tenant at
Coca-Cola Bottling Co. Consolidated, 4100 Coca-Cola Plaza, Charlotte, North Carolina




          
25









 







28211, Attention: Chief Financial Officer or, if by facsimile transmission, to (704) 551-4451
Attention: Chief Financial Officer.




          (e) Each party shall have the right, from time to time, to designate a different address by
notice given in conformity with the provisions of this
Section 15.12.




Section 15.13 Broker’s Commission.




     Each
of the parties represents and warrants to the other that there are no claims for broker’s
commissions or finders’ fees payable in connection with the execution of this Lease. Each party
agrees to indemnify and save harmless the other party from any claim for a brokerage commission or
finder’s fee arising as a result of claims made as a result of the actions of the indemnifying
party.



Section 15.14
Landlord’s Right to Inspect.




     Landlord
shall be entitled, at all reasonable times, to go on the Leased Property for the
purpose of inspecting the Leased Property, or for the purpose of inspecting the performance by
Tenant of the terms and conditions of this Lease, or for the purpose of posting and keeping
posted thereon notices of non-responsibility for any construction, alteration or repair thereof,
as required or permitted by any law or ordinance.



Section 15.15 Estoppel Certificate.




     Tenant shall, upon demand of Landlord, execute, acknowledge and deliver to Landlord an
estoppel certificate(s) showing whether the Lease is in full force and effect and whether any
changes may have been made to the original Lease; whether the Term has commenced and full rental
is accruing; whether possession has been assumed and all improvements to be provided by Landlord
have been completed; whether rent has been paid more than thirty (30) days in advance; whether
there are any liens, charges, or offsets against rental due or to become due; whether the





26









 




address shown on such estoppel certificate(s) is accurate and such other information as may be
reasonably requested.




Section 15.16 Termination of Existing Lease.




     Effective as of 11:59 p.m. on the day immediately preceding the Commencement Date, that
certain Lease Agreement (the “Existing Lease”) by and between Landlord and Tenant, dated December
15, 2000, relating to the Leased Property, shall terminate and be of no further force or effect.
Provided, however, in the event this Lease becomes null and void for any reason prior to the
Commencement Date, the Existing Lease shall not be terminated and shall remain enforceable in
accordance with its terms to the same extent and effect as if this Lease had never been executed
and delivered in the first instance.



ARTICLE 16. EXECUTION, RECORDING
 AND INCORPORATION BY REFERENCE.




Section 16.01 Recording.




     The parties shall, promptly after the execution of this Lease, execute, acknowledge and record
a Memorandum of Lease reasonably acceptable to Landlord and Tenant. Following recording, the
Memorandum shall be attached to this Lease.



Section 16.02 Exhibit.




     Exhibit A is attached and made a part of this
Lease.



Section 16.03 Lien Waiver.




     Landlord hereby waives any and all rights, whether contractual or statutory, to Tenant’s
personal property or inventory located within or upon the Leased Property. Within thirty (30) days
of receipt of a request from Tenant or any of Tenant’s lenders, Landlord shall provide to Tenant
and its lenders an instrument setting forth the waiver described herein and providing



27









 




Tenant’s lenders the right to access the Leased Property for the purpose of removing any of
Tenant’s personal property or equipment from the Leased Property provided that any such party
agrees to repair any damage to the Leased Property occasioned by such removal, together with any
other rights reasonably requested by such lender.




     This
Lease has been executed by the parties as of the 23rd day of March, 2009.



[SIGNATURES
APPEAR ON FOLLOWING PAGE]





28











 





     IN WITNESS WHEREOF, the parties hereto have executed this Lease effective as of the date first
written above.



	 	 	 	 	 	 	 	 
	LANDLORD:	 	TENANT:
	 
	 	 	 	 	 	 	 
	HARRISON LIMITED
PARTNERSHIP ONE	 	 COCA-COLA BOTTLING
CO.

CONSOLIDATED, a Delaware corporation
	 
	 	 	 	 	 	 	 
	By:

	 	General Partner,
	 	By:
	 	/s/ William B. Elmore	 
	 

	 	 	 	 	 	 	 
	 

	 	JFH Management, Inc.
	 	 	 	Name: William B. Elmore	 
	 

	 	 	 	 	 	Title:   President and Chief Operating Officer	 
	 
	 	 	 	 	 	 	 
	By:

	 	/s/ Jane K. Ricci	 	 	 	 	 
	 

	 	 	 	 	 	 	 
	 

	 	Name: Jane K. Ricci	 	 	 	 	 
	 

	 	Title:   President	 	 	 	 	 






29









 






EXHIBIT A




Description of Land




     BEING all that certain tract or parcel of land lying in the City of Charlotte, Mecklenburg
County, North Carolina, and being more particularly described as follows:



     BEGINNING at a concrete monument found in the southwesterly right-of-way margin of Chesapeake
Drive and running S 27-54-54 E 491.70 feet to a concrete monument found at the intersection of the
southwesterly right-of-way margin of Chesapeake Drive (currently a 60-foot right-of-way) and the
northwesterly right-of-way margin of Black Satchel Road (currently a 60-foot right-of-way); thence
with said northwesterly right-of-way margin of Black Satchel Road, the following four (4) courses
and distances: (1) with the arc of a circular curve to the right, having a radius of 20.00 feet, an
arc distance of 41.90 feet (Chord Bearing = S 32-06-08 W 34.65 feet) to a new iron rod, (2) N
87-48-58 W 113.49 feet to a concrete monument, (3) with the arc of a circular curve to the left,
having a radius of 183.58 feet, an arc distance of 102.49 feet (Chord Bearing = S 75-59-34 W 101.17
feet) to a concrete monument and (4) S 60-01-32 W 1,123.95 feet to a point; thence leaving said
northwesterly right-of-way margin of Black Satchel Road, N 29-58-54 W 421.79 feet to a point;
thence N 30-02-31 W 535.27 feet to a point; thence S 82-01-56 W 51.29 feet to an existing iron;
thence S 71-24-49 W 37.30 feet to an existing iron located on the center line of the Duke Power
Company 68-foot transmission line right-of-way; thence continuing along the aforesaid right-of-way
N 30-01-20 W 1,212.53 feet to an iron set; thence along the common boundary line of the property of
Coca Cola Bottling Company (now or formerly) as described in an instrument recorded in Book 3325 at
Page 545 in the Mecklenburg County Public Registry (the “Registry”), the following three (3)
courses and distances; (1) N 59-51-45 E 584.53 feet to an iron set, (2) N 82-52-23 E 250.00 feet to
an iron set, and (3) N 07-07-37 W 200.00 feet to an existing iron in the southerly margin of the
right-of-way of Auten Road; thence with the aforesaid margin of Auten
Road N 82-52-23 E 672.24 feet
to an iron set; thence with the arc of a circular curve to the right, having a radius of 20.00
feet, an arc distance of 30.20 feet to an iron set in the westerly margin of the right-of-way of
Chesapeake Drive; thence with the aforesaid right-of-way margin the following two (2) courses and
distances: (1) with the arc of a circular curve to the left,
having a radius of 302.09 feet, an arc
distance of 91.61 feet to a point; and (2) S 27-58-41 E 1,010.83 feet to a point; thence leaving
the aforesaid right-of-way margin with the arc of a circular curve to the right, having a radius of
20.00 feet, an arc distance of 30.73 feet (Chord Bearing = N 14-46-56 E 27.80 feet) to an existing
iron pin; thence S 58-48-01 W 550.20 feet to a concrete nail; thence S 32-58-20 E 305.20 feet to an
iron pin set; thence N 57-31-38 E 550.18 feet to an existing iron pin in a concrete monument;
thence S 27-54-54 E 166.12 feet to a concrete monument, control corner, being the point and place
of BEGINNING.