Exhibit 10.37.2

 

EXECUTION VERSION

 

AMENDMENT NO. 1

 

AMENDMENT NO. 1 (this “Amendment No. 1”) dated as of October 17, 2008 among COCA-COLA ENTERPRISES INC (the “Company”), COCA-COLA ENTERPRISES (CANADA) BOTTLING FINANCE COMPANY (“Finco”), COCA-COLA BOTTLING COMPANY (“CCBC”), BOTTLING HOLDINGS (LUXEMBOURG) COMMANDITE S.C.A (“BHL”, and together with the Company, Finco and CCBC, the “Borrowers”), 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 Borrowers, the Lenders party thereto and the Administrative Agent are parties to a Five Year Credit Agreement dated as of August 3, 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 Borrowers.

 

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 herein.

 

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 hereby”) shall be deemed to be references to the Credit Agreement as amended hereby.

 

2.02                           Leverage Ratio.  Section 5.02(b) of the Credit Agreement is hereby amended by amending Section 5.02(b) contained therein to read in its entirety as follows:

 

“(b)                           Leverage Ratio.  Permit Consolidated Indebtedness less Cash to be more than 75% of Total Capital.  For purposes of this Section 5.02(b), the term “Cash” means cash and cash equivalents and interest bearing assets with maturities of one year or less; and the term “Total Capital” means the sum of Shareholders’ Equity, Deferred Income Taxes and Consolidated Debt, less Cash, plus the Impairment Charge.  The term “Impairment Charge” means the $5.3 billion non-cash impairment charge taken by the Company during the second calendar quarter of 2008 to reduce the carrying amount of its

 











 

North American franchise license intangible assets and goodwill to their estimated fair value.  The terms Shareholders’ Equity, Deferred Income Taxes and Consolidated Debt shall be as they appear on the Company’s published Consolidated financial statements and calculated under the GAAP applied by the Company on the date hereof in the preparation of its Consolidated financial statements.”

 

Section 3.                                            Representatives and Warranties.  Each 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 the representations and warranties set forth in the last sentence of Section 4.01(e) and in clause (i) of Section 4.01(f) 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:

 

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

 

4.02                           Fees and Expenses.  The Borrowers shall have paid in full the costs, expenses and fees as set forth in Section 9.04(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 laws of the State of New York.

 

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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 ENTERPRISES, INC.
    	
 
    	
COCA-COLA   ENTERPRISES (CANADA)
    
	
 
    	
 
    	
BOTTLING   FINANCE COMPANY
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Joyce King-Lavinder
    	
 
    	
By:
    	
/s/   Joyce King-Lavinder
    
	
 
    	
Name:   Joyce King-Lavinder
    	
 
    	
 
    	
Name:   Joyce King-Lavinder
    
	
 
    	
Title:  Vice President and Treasurer
    	
 
    	
 
    	
Title:  Vice President and Treasurer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
COCA-COLA BOTTLING COMPANY
    	
 
    	
BOTTLING   HOLDINGS (LUXEMBOURG)
    
	
 
    	
 
    	
COMMANDITE   S.C.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Joyce King-Lavinder
    	
 
    	
By:
    	
/s/   Joyce King-Lavinder
    
	
 
    	
Name:   Joyce King-Lavinder
    	
 
    	
 
    	
Name:   Joyce King-Lavinder
    
	
 
    	
Title:  Vice President and Treasurer
    	
 
    	
 
    	
Title:  Vice President and Treasurer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
CITIBANK, N.A.,
    	
 
    	
Citibank,   N.A., Canadian branch
    
	
as Administrative Agent
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Andrew Sidford
    	
 
    	
By:
    	
/s/   Niyousha Zarinpour
    
	
 
    	
Name:   Andrew Sidford
    	
 
    	
 
    	
Name:   Niyousha Zarinpour
    
	
 
    	
Title:   Vice President
    	
 
    	
 
    	
Title:   Authorized Signer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
CITIBANK, N.A.,
    	
 
    	
 
    	
 
    
	
Name of Lender
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Andrew Sidford
    	
 
    	
 
    	
 
    
	
 
    	
Name:   Andrew Sidford
    	
 
    	
 
    	
 
    
	
 
    	
Title:   Vice President
    	
 
    	
 
    	
 
    


 

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DEUTSCHE BANK AG NEW YORK BRANCH as Lender
    	
 
    	
DEUTSCHE   BANK AG CANADA BRANCH
    
	
 
    	
 
    	
as   Canadian Prime Rate Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Heidi Sandquist
    	
 
    	
By:
    	
/s/   Robert Johnson
    
	
 
    	
Name:   Heidi Sandquist
    	
 
    	
 
    	
Name:   Robert Johnson
    
	
 
    	
Title:   Vice President
    	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Ming K. Chu
    	
 
    	
By:
    	
/s/   Marcellus Leung
    
	
 
    	
Name:   Ming K. Chu
    	
 
    	
 
    	
Name:   Marcellus Leung
    
	
 
    	
Title:   Vice President
    	
 
    	
 
    	
Title:   Assistant Vice President
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
BANK OF AMERICA, N.A.
    	
 
    	
BNP   Paribas
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   William F. Sweeney
    	
 
    	
By:
    	
/s/   Fikret Durmus
    
	
 
    	
Name:   William F. Sweeney
    	
 
    	
 
    	
Name:   Fikret Durmus
    
	
 
    	
Title:   Senior Vice President
    	
 
    	
 
    	
Title:   Vice President
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/   Nader Tannous
    
	
 
    	
 
    	
 
    	
 
    	
Name:   Nader Tannous
    
	
 
    	
 
    	
 
    	
 
    	
Title:   Vice President
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
BNP Paribas (Canada)
    	
 
    	
JP   MORGAN CHASE BANK, N.A.
    
	
Name of Lender
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Andrew Schlater
    	
 
    	
By:
    	
/s/   Tony Yung
    
	
 
    	
Name:   Andrew Sclater
    	
 
    	
 
    	
Name:   Tony Yung
    
	
 
    	
Title:   Vice   President
   Corporate Banking
    	
 
    	
 
    	
Title:     Vice President
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Don R. Lee
    	
 
    	
 
    	
 
    
	
 
    	
Name:   Don R. Lee
    	
 
    	
 
    	
 
    
	
 
    	
Title:   Managing   Director
   Corporate Banking
    	
 
    	
 
    	
 
    


 

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Credit Suisse, Cayman Islands Branch
    	
 
    	
HSBC   Bank USA, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Karl Studer
    	
 
    	
By:
    	
/s/   Bradley A. Olsen
    
	
 
    	
Name:   Karl Studer
    	
 
    	
 
    	
Name:   Bradley A. Olsen
    
	
 
    	
Title:   Director
    	
 
    	
 
    	
Title:   Assistant Vice President
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Jay Chall
    	
 
    	
 
    	
 
    
	
 
    	
Name:   Jay Chall
    	
 
    	
 
    	
 
    
	
 
    	
Title:   Director
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Wachovia Bank, National Association
    	
 
    	
ABN   AMRO Bank N.V.
    
	
Name of Lender
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Dennis Waltrich
    	
 
    	
By:
    	
/s/   Michele Costello
    
	
 
    	
Name:   Dennis Waltrich
    	
 
    	
 
    	
Name:   Michele Costello
    
	
 
    	
Title:   Vice President
    	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/   Nick Zorin
    
	
 
    	
 
    	
 
    	
 
    	
Name:   Nick Zorin
    
	
 
    	
 
    	
 
    	
 
    	
Title:   Assistant Vice President
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Suntrust Bank
    	
 
    	
WELLS   FARGO BANK, N.A.
    
	
Name of Lender
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Robert Maddox
    	
 
    	
By:
    	
/s/   David Corts
    
	
 
    	
Name:   Robert Maddox
    	
 
    	
 
    	
Name:   David Corts
    
	
 
    	
Title:   Director
    	
 
    	
 
    	
Title:   Vice President
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fifth Third Bank
    	
 
    	
PNC   BANK, N.A.
    
	
Name of Lender
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Christopher C. Motley
    	
 
    	
By:
    	
/s/   David B. Gookin
    
	
 
    	
Name:   Christopher C. Motley
    	
 
    	
 
    	
Name:   David B. Gookin
    
	
 
    	
Title:   Vice President
    	
 
    	
 
    	
Title:   Senior Vice President
    


 

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Cooperatieve   Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederalnd”, New York Branch
    	
 
    	
TORONTO   DOMINION (TEXAS) LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Kimberly English
    	
 
    	
By:
    	
/s/   Debbie L. Bri
    
	
 
    	
Name:   Kimberly English
    	
 
    	
 
    	
Name:   Debbie L. Bri (illegible)
    
	
 
    	
Title:   Executive Director
    	
 
    	
 
    	
Title:   Authorized (illegible)
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Brett Delfino
    	
 
    	
 
    	
 
    
	
 
    	
Name:   Brett Delfino
    	
 
    	
 
    	
 
    
	
 
    	
Title:   Executive Director
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
U.S. Bank N.A.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Michael P. Dickman
    	
 
    	
 
    	
 
    
	
 
    	
Name:   Michael P. Dickman
    	
 
    	
 
    	
 
    
	
 
    	
Title:   Vice President
    	
 
    	
 
    	
 
    


 

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