EX-10.1


 Exhibit 10.1 
  

 
  

EXECUTION COPY 
  





 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

Dated as of June 8, 2018 

Among 
 COCA-COLA BOTTLING CO.
CONSOLIDATED 
 as Borrower 
 THE
LENDERS NAMED HEREIN 
 JPMORGAN CHASE BANK, N.A., 

CITIBANK, N.A., 
 WELLS FARGO
SECURITIES, LLC and 
 PNC CAPITAL MARKETS LLC 

as Joint Lead Arrangers and Joint Bookrunners 

BRANCH BANKING & TRUST COMPANY 

as Documentation Agent 
 CITIBANK,
N.A., 
 WELLS FARGO BANK, NATIONAL ASSOCIATION and 

PNC BANK, NATIONAL ASSOCIATION 
 as Co-Syndication Agents 
 and 

JPMORGAN CHASE BANK, N.A. 
 as
Administrative Agent 
  
  

 






 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
		
	ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS	  	 	1	 
			
	 SECTION 1.01.
	 	Certain Defined Terms	  	 	1	 
	 SECTION 1.02.
	 	Computation of Time Periods	  	 	18	 
	 SECTION 1.03.
	 	Accounting Terms	  	 	18	 
	 SECTION 1.04.
	 	Amendment and Restatement of Existing Credit Agreement	  	 	18	 
	 SECTION 1.05.
	 	Interest Rates	  	 	19	 
		
	ARTICLE 2 AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT	  	 	19	 
			
	 SECTION 2.01.
	 	The Advances and Letters of Credit	  	 	19	 
	 SECTION 2.02.
	 	Making the Advances	  	 	20	 
	 SECTION 2.03.
	 	Letters of Credit	  	 	21	 
	 SECTION 2.04.
	 	Certain Fees	  	 	25	 
	 SECTION 2.05.
	 	Termination or Reduction of the Commitments	  	 	25	 
	 SECTION 2.06.
	 	Repayment of Advances; Letter of Credit Reimbursements	  	 	26	 
	 SECTION 2.07.
	 	Interest	  	 	26	 
	 SECTION 2.08.
	 	[Intentionally Omitted]	  	 	27	 
	 SECTION 2.09.
	 	Interest Rate Determinations; Changes in Rating Systems	  	 	27	 
	 SECTION 2.10.
	 	Voluntary Conversion and Continuation of Advances	  	 	28	 
	 SECTION 2.11.
	 	Prepayments of Advances	  	 	29	 
	 SECTION 2.12.
	 	Increased Costs	  	 	29	 
	 SECTION 2.13.
	 	Illegality	  	 	30	 
	 SECTION 2.14.
	 	Payments and Computations	  	 	30	 
	 SECTION 2.15.
	 	Taxes	  	 	31	 
	 SECTION 2.16.
	 	Set-Off; Sharing of Payments, Etc.	  	 	34	 
	 SECTION 2.17.
	 	Right to Replace a Lender	  	 	34	 
	 SECTION 2.18.
	 	Evidence of Indebtedness	  	 	35	 
	 SECTION 2.19.
	 	Increase of Revolving Credit Commitments	  	 	35	 
	 SECTION 2.20.
	 	Defaulting Lenders	  	 	37	 
		
	ARTICLE 3 CONDITIONS OF LENDING	  	 	38	 
			
	 SECTION 3.01.
	 	Conditions Precedent to Initial Borrowing	  	 	38	 
	 SECTION 3.02.
	 	Conditions Precedent to Each Borrowing	  	 	39	 
		
	ARTICLE 4 REPRESENTATIONS AND WARRANTIES	  	 	40	 
			
	 SECTION 4.01.
	 	Representations and Warranties of the Borrower	  	 	40	 
		
	ARTICLE 5 COVENANTS OF THE BORROWER	  	 	43	 
			
	 SECTION 5.01.
	 	Covenants	  	 	43	 
		
	ARTICLE 6 EVENTS OF DEFAULT	  	 	48	 
			
	 SECTION 6.01.
	 	Events of Default	  	 	48	 
	 SECTION 6.02.
	 	Actions in Respect of Letters of Credit upon Default	  	 	51	 
		
	ARTICLE 7 THE ADMINISTRATIVE AGENT	  	 	51	 
			
	 SECTION 7.01.
	 	Authorization and Action	  	 	51	 
	 SECTION 7.02.
	 	Administrative Agent’s Reliance, Etc.	  	 	51	 
	 SECTION 7.03.
	 	JPMorgan and Affiliates	  	 	52	 


  
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 TABLE OF CONTENTS 

 


							
	 	 	 	  	Page	 
			
	 SECTION 7.04.
	 	Lender Credit Decision	  	 	52	 
	 SECTION 7.05.
	 	Indemnification	  	 	52	 
	 SECTION 7.06.
	 	Successor Administrative Agent	  	 	53	 
	 SECTION 7.07.
	 	Arrangers	  	 	53	 
	 SECTION 7.08.
	 	Certain ERISA Matters	  	 	53	 
		
	ARTICLE 8 MISCELLANEOUS	  	 	55	 
			
	 SECTION 8.01.
	 	Amendments, Etc.	  	 	55	 
	 SECTION 8.02.
	 	Notices, Etc.	  	 	56	 
	 SECTION 8.03.
	 	No Waiver; Remedies	  	 	58	 
	 SECTION 8.04.
	 	Costs, Expenses and Indemnification	  	 	58	 
	 SECTION 8.05.
	 	Binding Effect	  	 	59	 
	 SECTION 8.06.
	 	Assignments and Participations	  	 	59	 
	 SECTION 8.07.
	 	Governing Law; Submission to Jurisdiction	  	 	62	 
	 SECTION 8.08.
	 	Severability	  	 	62	 
	 SECTION 8.09.
	 	Execution in Counterparts; Electronic Execution	  	 	62	 
	 SECTION 8.10.
	 	Survival	  	 	63	 
	 SECTION 8.11.
	 	Waiver of Jury Trial	  	 	63	 
	 SECTION 8.12.
	 	Confidentiality	  	 	63	 
	 SECTION 8.13.
	 	Nonliability of Lenders; No Advisory or Fiduciary Responsibility	  	 	64	 
	 SECTION 8.14.
	 	USA PATRIOT Act	  	 	65	 
	 SECTION 8.15.
	 	Interest Rate Limitation	  	 	65	 
	 SECTION 8.16.
	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	65	 


  
 ii 








 TABLE OF CONTENTS 

 

  

					
	 	 	 	  	Page
	SCHEDULES
			
	Schedule I	 	–	  	Lenders and Commitments
	Schedule II	 	–	  	Existing Liens Securing Indebtedness, in each case, of $5,000,000 or more
	Schedule III    	 	–	  	Litigation
	Schedule IV	 	–	  	Subsidiaries
	Schedule V	 	–	  	Permitted Subsidiary Indebtedness
	
	EXHIBITS
			
	Exhibit A	 	–	  	Form of Notice of Borrowing
	Exhibit B	 	–	  	Form of Assignment and Acceptance
	Exhibit C	 	–	  	Form of Opinion of Special Counsel to the Borrower
	Exhibit D	 	–	  	Form of Compliance Certificate of Borrower
	Exhibit E	 	–	  	List of Closing Documents

  

  
 iii 







 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 8, 2018 among
COCA-COLA BOTTLING CO. CONSOLIDATED, a corporation organized under the laws of Delaware (the “Borrower”), the Lenders from time to time party hereto, BRANCH BANKING & TRUST COMPANY, as documentation agent, CITIBANK, N.A., a
national banking association, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as co-syndication agents, and JPMORGAN
CHASE BANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”). 

WHEREAS, the Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder, are
currently party to the Amended and Restated Credit Agreement, dated as of October 16, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”); 

WHEREAS, the Borrower, the Lenders and the Administrative Agent have entered into this Agreement in order to (i) amend
and restate the Existing Credit Agreement in its entirety; (ii) extend the maturity date for the Lenders in respect of the existing revolving credit facility under the Existing Credit Agreement;
(iii) re-evidence the obligations under the Existing Credit Agreement, which shall be repayable in accordance with the terms of this Agreement; (iv) increase the amount of the aggregate Revolving
Credit Commitments; and (v) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to or for the benefit of the Borrower; 

WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and
liabilities of the parties under the Existing Credit Agreement or be deemed to evidence or constitute full repayment of such obligations and liabilities, but that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations and liabilities of the Borrower outstanding thereunder, which shall be payable in accordance with the terms hereof; and 

WHEREAS, it is also the intent of the Borrower to confirm that all obligations under the applicable “Loan Documents”
(as referred to and defined in the Existing Credit Agreement) shall continue in full force and effect as modified or restated by the Loan Documents (as referred to and defined herein) and that, from and after the Closing Date, all references to the
“Credit Agreement” contained in any such existing “Loan Documents” shall be deemed to refer to this Agreement; 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree that the
Existing Credit Agreement is hereby amended and restated as follows: 
 ARTICLE 1 

DEFINITIONS AND ACCOUNTING TERMS 

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of the terms defined): 

“Acquisition Cash Flow” means, with respect to any Person or assets, franchises or businesses
acquired by the Borrower or any of its Consolidated Subsidiaries, operating income for any period of determination plus any amounts deducted for depreciation, amortization and operating lease expense in determining operating income during such
period (to the extent not included in Consolidated Operating Income for such period), all determined using historical 






 
financial statements of such Person, assets, franchises or businesses acquired with appropriate adjustments thereto in order to reflect such operating income, depreciation, amortization and
operating lease expense on an actual historical combined pro forma basis as if such Person, assets, franchises or businesses acquired had been owned by the Borrower or one of its Consolidated Subsidiaries during the applicable period. Operating
income as used in the preceding sentence will be determined for the acquired Person, assets, franchises or businesses using the same method prescribed for determining Consolidated Operating Income. 

“Adjusted LIBO Rate” means, with respect to any Eurodollar Rate Advance for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 

“Administrative Agent” has the meaning set forth in the introduction hereto. 

“Advance” means an advance by a Lender and refers to a Base Rate Advance or a Eurodollar Rate
Advance (each of which shall be a “Type” of Advance). 
 “Affiliate”
means, as to any Person, any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person
means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors or other persons performing similar functions of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or otherwise. 

“Agreement” means this Second Amended and Restated Credit Agreement, as the same may be
amended, amended and restated, supplemented or otherwise modified from time to time. 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable
to the Borrower or any of its Affiliates from time to time concerning or relating to bribery or corruption. 

“Applicable Lending Office” means, with respect to any Lender, such Lender’s Domestic
Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance. 

“Applicable Rate” means, for any day, with respect to any Base Rate Advance or Eurodollar
Rate Advance, or with respect to the Facility Fee payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Base Rate Spread”, “Eurodollar Spread” or “Facility Fee”, as the
case may be, based upon the Ratings by Moody’s, S&P and Fitch, respectively, applicable on such date: 
  

									
	 Level

 
	  	  

Ratings

S&P/Moody’s/Fitch
  
	  	 Facility
Fee
  
	  	  

Eurodollar
 Spread

 
	  	  

Base Rate
 Spread

 

	 1
	  	 A-/A3/A-
 or above
	  	0.075%	  	0.80%	  	0%
	
2
	  	
BBB+/Baa1/BBB+

    
	  	0.125%	  	0.875%	  	0%


  
 2 








									
	 3

 
	  	 BBB/Baa2/BBB

 
	  	 0.15%

 
	  	 0.975%

 
	  	
0%
  

	 4

 
	  	 BBB-/Baa3/BBB-
  
	  	 0.175%

 
	  	 1.075%

 
	  	
0.075%
  

	 5
	  	 BB+/Ba1/BB+

or lower
  
	  	 0.20%

 
	  	 1.30%

 
	  	
0.30%
  


 For purposes of the foregoing: 

If the Borrower shall maintain a Rating from only two of Moody’s, S&P and Fitch and there is a one-notch split between the two Ratings, then the Level corresponding to the higher Rating shall apply, but if there is a more than one notch split in the two Ratings, then the Rating that is one notch higher than
the lowest Rating shall apply. If the Borrower shall maintain a Rating from all three of Moody’s, S&P and Fitch and there is a difference in such Ratings, (i) if there is a one-notch split
between the Ratings, then the Level corresponding to the higher Rating shall apply and (ii) if there is greater than a one-notch split between the Ratings, then the Level shall be based upon one Level
higher than the Level corresponding to the lowest of the three Ratings shall apply. If any of Moody’s, S&P or Fitch shall not have in effect a Rating for the long-term senior unsecured
non-credit-enhanced debt obligations of the Borrower then outstanding (other than by reason of the circumstances referred to in the last sentence of this paragraph), then, to the extent such rating agency is
being used to determine the Level (it being understood and agreed that at least two rating agencies will be used to determine the Level at all times), such rating agency shall be deemed to have established a Rating in Level 5. If the Ratings
established or deemed to have been established by Moody’s, S&P and Fitch shall be changed (other than as a result of a change in the rating system of Moody’s, S&P or Fitch), such change shall be effective as of the date on which it
is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(c) or otherwise. Each change in the
Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s, S&P or Fitch shall
change, or if any such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend the definition of Applicable Rate to reflect such changed rating system
or the unavailability of Ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the Rating most recently in effect prior to such change or cessation. 

“Arrangers” means JPMorgan, Citibank, N.A., Wells Fargo Securities, LLC and PNC Capital
Markets LLC, as Joint Lead Arrangers and Joint Bookrunners. 
 “Assignment and Acceptance”
means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit B hereto. 

  
 3 







 “Available Amount” of any Letter of Credit
means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing). 

“Bail-In Action” means the exercise of any Write-Down
and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

“Bail-In Legislation” means, with respect to any EEA
Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. 
 “Bankruptcy Event”
means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or
similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the
acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or
from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person. 

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the
Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus  1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest
Period in Dollars on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate
(or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the
Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to
Section 2.09 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as so determined would be less than
zero, such rate shall be deemed to be zero for purposes of this Agreement. 
 “Base Rate
Advance” means, at any time, an Advance which bears interest at rates based upon the Base Rate. 

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as
required by the Beneficial Ownership Regulation. 
 “Beneficial Ownership Regulation” means
31 C.F.R. § 1010.230. 

  
 4 







 “Benefit Plan” means any of (a) an
“employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and
(c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 

“Borrower” has the meaning set forth in the introduction hereto. 

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type made by
each of the Lenders pursuant to Section 2.01(a). 
 “Business Day” means a day of the
year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advance, on which dealings are carried on in the London interbank market. 

“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which
would be capitalized on a balance sheet of such Person prepared in accordance with GAAP. 

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP. 

“Change in Control” means that: 

(a) The Coca-Cola Company and any of its wholly-owned Subsidiaries shall cease to own, beneficially and of
record, at least 10% of the outstanding capital stock of the Borrower; or 
 (b) any “person” or
“group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable, except that for purposes of this paragraph (b) such person or group shall be deemed to have “beneficial
ownership” of all shares that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), other than (i) The Coca-Cola Company, (ii) other shareholders of the
Borrower as of the date hereof and (iii) J. Frank Harrison III, his spouse and the lineal descendants of either of the foregoing (or trusts, corporations, partnerships, limited partnerships, limited liability companies or other estate planning
vehicles for the benefit thereof), is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 promulgated pursuant to the Exchange Act), directly or indirectly, of more than 50% of
the aggregate voting power of all voting shares of the Borrower; or 
 (c) during any period of 25
consecutive calendar months, a majority of the Board of Directors of the Borrower shall no longer be composed of individuals (i) who were members of said Board on the first day of such period, (ii) whose election or nomination to said
Board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of said Board and (iii) whose election or nomination to said Board was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of said Board. 

  
 5 







 “Change in Law” means the occurrence, after the
date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law,
rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline, requirement or directive (whether or not
having the force of law) by any Governmental Authority; provided, however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the
Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of
the date enacted, adopted, issued or implemented. 
 “Closing Date” means the date as of
which the Administrative Agent notifies the Borrower that the conditions precedent set forth in Section 3.01 have been satisfied or waived. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time. 

“Commitment” means a Revolving Credit Commitment. 

“Commitment Termination Date” means the date five years after the date of this Agreement;
provided that if such date is not a Business Day, the Commitment Termination Date shall be the immediately preceding Business Day. 

“Communications” means all information, documents and other materials that the Borrower is
obligated to furnish to the Administrative Agent pursuant to this Agreement, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any
such communication that (i) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (ii) provides notice of any Default or Event of Default under this Agreement or
(iii) is required to be delivered to satisfy any condition precedent to the occurrence of the Closing Date and/or any borrowing. 

“Compliance Certificate” mean a certificate in substantially the form of Exhibit D.

 “Consolidated” refers to the consolidation of accounts of the Borrower and its
Subsidiaries in accordance with GAAP. 
 “Consolidated Cash Flow” means, for any period,
Consolidated Operating Income for such period plus (i) any amounts deducted for depreciation, amortization and operating lease expense, plus (ii) any impairment charges or asset write-down or write off related to intangible
assets, long-lived assets and property, plant and equipment, solely to the extent that any such charges, write-down or write off described in this clause (ii) are non-cash items, in each case in
determining Consolidated Operating Income, plus (iii) any non-cash pension charges related to benefit plan amendments or non-recurring or infrequent
transactions, plus (iv) non-cash expenses related to stock based compensation, minus (v) the amount of the sub-bottling fee payments made to The
Coca-Cola Company or one of its Subsidiaries in consideration for exclusive distribution rights to the Borrower or one of its Consolidated Subsidiaries during such applicable period. 

  
 6 







 
Consolidated Cash Flow shall exclude all non-cash credits or charges resulting from commodity hedging transactions. 

“Consolidated Cash Flow/Fixed Charges Ratio” means, at any time, the ratio of
(i) Consolidated Cash Flow for the then most recently concluded period of four consecutive fiscal quarters of the Borrower to (ii) Consolidated Fixed Charges for such period. 

“Consolidated Fixed Charges” shall mean, for any period, the sum of (i) Consolidated Net
Interest Expense for such period, (ii) the amount of obligations of the Borrower and its Consolidated Subsidiaries as lessees, on leases other than Capitalized Leases, accrued during such period and (iii) payments made or required to be
made by the Borrower and its Consolidated Subsidiaries during such period under agreements providing for or containing covenants not to compete. 

“Consolidated Funded Indebtedness” shall mean, at any time, the aggregate outstanding
principal amount of all Funded Indebtedness (other than (i) deferred compensation liabilities of the Borrower and its Consolidated Subsidiaries, (ii) Unfunded Benefit Liabilities of the Borrower and its Consolidated Subsidiaries and
(iii) the amount of the sub-bottling fee liabilities to The Coca-Cola Company or one of its Subsidiaries in consideration for exclusive distribution rights to the Borrower or one of its Consolidated
Subsidiaries) of the Borrower and its Consolidated Subsidiaries, determined and consolidated in accordance with GAAP. 

“Consolidated Funded Indebtedness/Cash Flow Ratio” shall mean, at any time, the ratio of
(a) the aggregate amount of (i) Consolidated Funded Indebtedness minus the Liquidity Amount and (ii) 50% of every Contingent Obligation of the Borrower and its Consolidated Subsidiaries, determined and consolidated in accordance with
GAAP to (b) the aggregate of (i) Consolidated Cash Flow for the then most recently concluded period of four consecutive fiscal quarters of the Borrower and (ii) Acquisition Cash Flow for such period. 

“Consolidated Net Interest Expense” shall mean, for any period, the aggregate net amount of
interest payments of the Borrower and its Consolidated Subsidiaries, determined and consolidated in accordance with GAAP, excluding, however, such amounts as arise from the amortization of capitalized interest, discount and fees reflected as an
asset on the Borrower’s books and records on the Closing Date. 
 “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,
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). 

“Consolidated Total Assets” means, as of the date of any determination thereof, total assets
of the Borrower and its Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date. 

“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which
such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the financial obligation or liability of any other Person, or agrees to maintain the
net worth or working capital 

  
 7 







 
or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or application for a letter of credit, but excluding the endorsement of instruments for deposit or collection in the ordinary course of business. 

“Continuation”, “Continue” and “Continued” each refers to a
continuation of Eurodollar Rate Advances from one Interest Period to the next Interest Period pursuant to Section 2.10(b). 

“Controlled Group” means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with the Borrower or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code. 

“Convert”, “Conversion” and “Converted” each refers to a
conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.09 or Section 2.10(a). 

“Credit Party” means the Administrative Agent, any Issuing Bank or any other Lender. 

“Default” means an event that, with notice or lapse of time or both, would become an Event of
Default. 
 “Defaulting Lender” means any Lender that (a) has failed, within two
(2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Advances, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other amount
required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to
funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect
to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and
including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after
request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Advances
and participations in then outstanding Letters of Credit under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in
form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action. 

“Dollars” means the lawful currency of the United States of America. 

“Domestic Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” as such Lender may from time to time specify to the Borrower and the Administrative Agent. 

“EEA Financial Institution” means (a) any institution established in any EEA Member
Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) 

  
 8 







 
of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject
to consolidated supervision with its parent. 
 “EEA Member Country” means any of the
member states of the European Union, Iceland, Liechtenstein, and Norway. 
 “EEA Resolution
Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 “Electronic Signature” means an electronic sound, symbol, or process attached to, or
associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. 

“Eligible Assignee” means: 

(a) a Lender and any Affiliate of such Lender; 

(b) a commercial bank organized under the laws of the United States, or any State thereof, and having total
assets in excess of $1,000,000,000; 
 (c) a savings bank organized under the laws of the United States, or
any State thereof, and having total assets in excess of $500,000,000; 
 (d) a commercial bank organized
under the laws of any other country which is a member of the OECD or a political subdivision of any such country, and having total assets in excess of $1,000,000,000; and 

(e) a finance company or other financial institution or fund (whether a corporation, partnership or other
Person) which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, and having total assets in excess of $500,000,000; 

provided that no Ineligible Institution may be an Eligible Assignee. 

“Environmental Law” means any Federal, state or local governmental law, rule, regulation,
order, writ, judgment, injunction or decree relating to pollution or protection of the environment or the treatment, storage, disposal, release, threatened release or handling of Hazardous Materials, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic Substances Control Act, the Clean Air Act, the Safe Drinking Water
Act, the Atomic Energy Act and the Federal Insecticide, Fungicide and Rodenticide Act, in each case, as amended from time to time. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the regulations promulgated and rulings issued thereunder. 
 “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to
time. 

  
 9 







 “Eurodollar Lending Office” means, with respect
to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” in Schedule I or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its
Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent. 

“Eurodollar Rate” means, for any day, the Adjusted LIBO Rate in effect on such day. 

“Eurodollar Rate Advance” means, at any time, an Advance which bears interest at rates based
upon the Eurodollar Rate. 
 “Events of Default” has the meaning set forth in
Section 6.01. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended
from time to time. 
 “Excluded Representations” means the representations and warranties
set forth in Section 4.01(f), Section 4.01(g) and Section 4.01(n). 
 “Existing
Advances” has the meaning set forth in Section 2.01. 
 “Existing Credit
Agreement” has the meaning set forth in the recitals hereto. 
 “Facility Fee” has
the meaning set forth in Section 2.04(a). 
 “FATCA” means Sections 1471 through
1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and
implementing such Sections of the Code. 
 “Federal Funds Effective Rate” means, for any
day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next
succeeding Business Day by the NYFRB as the effective federal funds rate, provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

 “Federal Reserve Board” means the Board of Governors of the Federal Reserve System of
the United States of America. 
 “Fitch” means Fitch Ratings Inc. and its successors.

 “Fitch Rating” means, at any time, the rating of the long-term senior unsecured non-credit-enhanced debt obligations of the Borrower then outstanding most recently announced by Fitch. 

“Funded Indebtedness” of a Person shall mean (i) all liabilities of such Person of the
kinds referred to in clauses (i), (ii), (iii), (iv) and (v) of the definition of “Indebtedness” herein, 

  
 10 







 
including without limitation commercial paper, of any maturity, and (ii) other indebtedness (including the current portion thereof) of such Person which would be classified in whole or part
as a long-term liability of such Person in accordance with GAAP, and shall in any event include (i) any Indebtedness having a final maturity more than one year from the date of creation of such Indebtedness and (ii) any Indebtedness,
regardless of its term, which is renewable or extendable by such Person (pursuant to the terms thereof or pursuant to a revolving credit or similar agreement or otherwise) to a date more than one year from the date of creation of such Indebtedness
or any date of determination of Funded Indebtedness. 
 “GAAP” means generally accepted
accounting principles in the United States of America as in effect from time to time. 

“Governmental Authority” means the federal government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 

“Hazardous Materials” means petroleum or petroleum products, natural or synthetic gas,
asbestos in any form that is or could become friable, and radon gas, any substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely
hazardous wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants” or “pollutants”, or words of similar meaning and regulatory effect, under any
Environmental Law and any other substance exposure to which is regulated under any Environmental Law. 

“Impacted Interest Period” has the meaning assigned to such term in the definition of
“LIBO Rate”. 
 “Indebtedness” of a Person means, without duplication, such
Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of Property or services (excluding accounts payable arising in the ordinary course of such Person’s business payable on terms
customary in the trade), (iii) obligations, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by
notes, acceptances, or similar instruments, (v) Capitalized Lease Obligations, (vi) net Rate Hedging Obligations, (vii) Contingent Obligations in respect of Indebtedness, (viii) obligations for which such Person is obligated
pursuant to or in respect of a letter of credit and (ix) repurchase obligations or liabilities of such Person with respect to accounts, notes receivable or securities sold by such Person. 

“Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender,
(c) the Borrower, any of its Subsidiaries or any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof. 

“Interest Period” means, with respect to any Eurodollar Rate Advance, the period beginning on
the date such Eurodollar Rate Advance is made or Continued, or Converted from a Base Rate Advance, and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each Interest Period shall be one,
two, three or six months or (if available to the Lenders in the opinion of the Lenders) twelve months, as the Borrower may, upon notice received by the Administrative Agent not later than 12:00 noon (New York City time) on the third Business
Day prior to the first day of such Interest Period, select; provided that: 

  
 11 







 (i) any Interest Period that would otherwise end after the
Commitment Termination Date shall end on the Commitment Termination Date; 
 (ii) each Interest Period that
begins on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month; and

 (iii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business
Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the
last day of such Interest Period shall occur on the next preceding Business Day. 
 “Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding
absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest
Period; and (b) the LIBO Screen Rate for the shortest period (for which that LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time. 

“Issuing Bank” means each of JPMorgan, Citibank, N.A., Wells Fargo Bank, National
Association, PNC Bank, National Association and each other Lender designated by the Borrower as an “Issuing Bank” hereunder that has agreed to such designation (and is reasonably acceptable to the Administrative Agent), each in its
capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.03(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such
Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. 

“JPMorgan” means JPMorgan Chase Bank, N.A., a national banking association. 

“LC Cash Collateral Account” means an account with the Administrative Agent, in the name of
the Administrative Agent and for the benefit of the Lenders. 
 “LC Disbursement” means a
payment made by any Issuing Bank pursuant to a Letter of Credit. 
 “Lenders” means the
Persons listed on Schedule I and any other Person that shall have become a Lender hereunder pursuant to Sections 2.19(a) and 8.06(a), (b) and (c), other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Acceptance. 
 “Letter of Credit” has the meaning specified in Section 2.01(b).

 “Letter of Credit Agreement” has the meaning specified in Section 2.03(b). 

“Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all payments made by any Issuing Bank pursuant to a Letter of Credit that have not yet been 

  
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reimbursed by or on behalf of the Borrower at such time. The Letter of Credit Exposure of any Lender at any time shall be its Ratable Share of the total Letter of Credit Exposure at such time.

 “Letter of Credit Facility” means, at any time, an amount equal to $50,000,000, as such
amount may be reduced at or prior to such time pursuant to Section 2.06. 
 “LIBO
Rate” means, with respect to any Eurodollar Rate Advance for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if
the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) then the LIBO Rate shall be the Interpolated Rate. 

“LIBO Screen Rate” means, for any day and time, with respect to any Eurodollar Rate Advance
for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for a period equal in length to such Interest Period as displayed on such
day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the
appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion consistent with prevailing market standards); provided that if the LIBO Screen
Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. 

“Lien” means any lien, mortgage, security interest or other charge or encumbrance of any
kind, or any other type of preferential arrangement having substantially the same effect as a lien, including, without limitation, the lien or retained security title of a conditional vendor. 

“Liquidity Amount” means, as at any date of determination, the lesser of (i) the
aggregate amount of unrestricted and unencumbered cash maintained by the Borrower and its Subsidiaries in the United States as of such date and (ii) $20,000,000. 

“Loan Documents” means this Agreement, any promissory notes issued pursuant to
Section 2.18(d) of this Agreement and any Letter of Credit Agreement. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements,
supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative. 

“Majority Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused
Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that the Revolving Credit Exposure and unused Commitment of any Lender that is a Defaulting Lender at such time
shall be excluded for purposes of making a determination of Majority Lenders. 
 “Margin
Stock” means margin stock within the meaning of Regulation U. 
 “Material Adverse
Change” or “Material Adverse Effect” means a material adverse change in or, as the case may be, effect on (i) the business, condition (financial or otherwise), or operations of the Borrower and its Consolidated
Subsidiaries taken as a whole, (ii) the legality, 

  
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validity or enforceability of this Agreement or (iii) the ability of the Borrower to pay and perform its obligations hereunder. 

“Material Indebtedness” has the meaning set forth in Section 6.01(d). 

“Material Subsidiary” shall mean a Subsidiary which (i) owns, leases or occupies any
building, structure or other facility used primarily for the bottling, canning or packaging of soft drinks or soft drink products or warehousing and distributing of such products, other than any such building, structure or other facility or portion
thereof, which is not of material importance to the total business conducted by the Borrower and its Subsidiaries as an entirety, (ii) is a party to any contract with respect to the bottling, canning, packaging or distribution of soft drinks or
soft drink products, other than any such contract which is not of material importance to the total business conducted by the Borrower and its Subsidiaries as an entirety, and in any event includes each of the Subsidiaries indicated as Material
Subsidiaries listed in Schedule IV as of the date hereof, and (iii) any Subsidiary of the Borrower that would qualify as a “significant subsidiary” under Regulation S-X
of the Securities and Exchange Commission (or its successor agency). 
 “Moody’s”
means Moody’s Investors Service, Inc. and its successors. 
 “Moody’s Rating”
means, at any time, the rating of the long-term senior unsecured non-credit-enhanced debt obligations of the Borrower then outstanding most recently announced by Moody’s. 

“Multiemployer Plan” means any employee benefit plan which is a “multiemployer
plan” within the meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any member of a Controlled Group has or had an obligation to contribute. 

“Note” has the meaning set forth in Section 2.18. 

“Notice of Borrowing” has the meaning set forth in Section 2.02(a). 

“NYFRB” means the Federal Reserve Bank of New York. 

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in
effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a
Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided,
further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“OECD” means the Organization for Economic Cooperation and Development. 

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of Treasury. 

“Other Taxes” has the meaning set forth in Section 2.15(b). 

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight
federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on 

  
 14 







 
its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate. 

“Parent” means, with respect to any Lender, any Person as to which such Lender is, directly
or indirectly, a subsidiary. 
 “Participant Register” has the meaning specified in
Section 8.06(e). 
 “Patriot Act” has the meaning specified in Section 8.14. 

“Payment Default” means an event that, with notice or lapse of time or both, would become an
Event of Default under Section 6.01(a). 
 “PBGC” means the Pension Benefit Guaranty
Corporation or any successor. 
 “Person” means an individual, partnership, corporation
(including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof. 

“Plan” means an employee pension benefit plan (other than a Multiemployer Plan) to which
Section 4021 of ERISA applies and (i) which is maintained for employees of the Borrower or any member of a Controlled Group or (ii) to which the Borrower or any member of a Controlled Group made, or was required to make, contributions
at any time within the preceding five years. 
 “Plan Asset Regulations” means 29 CFR
§ 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time. 

“Platform” has the meaning specified in Section 8.02(c). 

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the
“Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as
the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative
Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective. 

“Property” of a Person means any and all property, whether real, personal, tangible,
intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person. 

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor,
as any such exemption may be amended from time to time. 
 “Ratable Share” of any amount
means, with respect to any Lender at any time, the product of (a) a fraction the numerator of which is the amount of such Lender’s Revolving Credit Commitment at such time and the denominator of which is the Revolving Credit Facility at
such time and (b) such amount; provided that, in the case of Section 2.20 when a Defaulting Lender shall exist, “Ratable Share” shall mean the percentage of the Revolving Credit Facility (disregarding any Defaulting
Lender’s Revolving Credit Commitment) represented by such 

  
 15 







 
Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Ratable Shares shall be determined based upon the Revolving Credit Commitments most
recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination. 

“Rate Hedging Obligations” of a Person means any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all agreements, devices or arrangements
designed to protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to,
dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts and warrants, and (b) any and
all cancellations, buybacks, reversals, terminations or assignments of any of the foregoing. 

“Rating” means a Moody’s Rating, a S&P Rating or a Fitch Rating, as applicable. 

“Register” has the meaning set forth in Section 8.06(d). 

“Regulations T, U and X” means Regulations T, U and X issued by the Federal Reserve Board, as
from time to time amended. 
 “Reportable Event” means (i) a reportable event
described in Section 4043 of ERISA and regulations thereunder (other than reportable events for which notice has been waived pursuant to PBGC regulations), (ii) a withdrawal by a substantial employer from a Plan to which more than one
employer contributes, as referred to in Section 4063(b) of ERISA, or (iii) a cessation of operations at a facility causing more than 20% of Plan participants to be separated from employment, as referred to in Section 4062(e) of ERISA.

 “Responsible Officer” means the Chairman of the Board and Chief Executive Officer, the
President and Chief Operating Officer, the Executive Vice President and Chief Financial Officer, the Senior Vice President and Chief Accounting Officer or the Executive Vice President, General Counsel and Secretary of the Borrower. 

“Revolving Credit Commitment” means, with respect to any Lender at any time, the amount set
forth opposite such Lender’s name on Schedule I hereto under the caption “Revolving Credit Commitment” or, if such Lender has entered into one or more Assignment and Acceptances or other documentation or record (as such term is
defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 8.06(a)(iv), set forth for such Lender in the Register maintained by the Administrative Agent pursuant
to Section 8.06(d) as such Lender’s “Revolving Credit Commitment”, as such amount may be reduced or terminated at or prior to such time pursuant to Section 2.05 or increased pursuant to Section 2.19. 

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender’s Advances and its Letter of Credit Exposure at such time. 

“Revolving Credit Facility” means, at any time, the aggregate amount of the Lender’s
Revolving Credit Commitments at such time. 

  
 16 







 “S&P” means Standard & Poor’s
Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., and any successor thereto. 

“S&P Rating” means, at any time, the rating of the long-term senior unsecured, non-credit-enhanced debt obligations of the Borrower then outstanding most recently announced by S&P. 

“Sanctioned Country” means, at any time, a country or territory which is itself the subject
or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria). 

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related
list of designated Persons maintained by OFAC, the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom, (b) any Person
operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b). 

“Sanctions” means all economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of
the United Kingdom. 
 “Statutory Reserve Rate” means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by
the Federal Reserve Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentage shall
include those imposed pursuant to Regulation D. Eurodollar Rate Advances shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited
liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar
functions of such corporation, partnership, limited liability company or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership, limited
liability company or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such
Person and one or more Subsidiaries of such Person; provided that, notwithstanding the foregoing, Piedmont Coca-Cola Bottling Partnership, a Delaware general partnership, shall be deemed to be a Subsidiary of the Borrower so long as the
Borrower owns a greater than 50% economic interest therein. 
 “Taxes” has the meaning set
forth in Section 2.15(a). 

  
 17 







 “Type” refers to whether an Advance is a Base
Rate Advance or a Eurodollar Rate Advance. 
 “Unfunded Benefit Liabilities” means the sum
of (i) the amount (if any) by which the present value of all vested and unvested accrued benefits under a single employer plan, as defined in Section 4001(a)(15) of ERISA, exceeds the fair market value of assets allocable to such benefits,
all determined as of the then most recent valuation date for such Plans using the PBGC actuarial assumptions utilized for purposes of determining the current liability for purposes of such valuation and (ii) the accrued liabilities for benefits
under the post-retirement benefit plan of the Borrower and its Consolidated Subsidiaries, determined in accordance with GAAP. 

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the
write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in
the EU Bail-In Legislation Schedule. 
 SECTION 1.02. Computation of Time
Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” mean “to but
excluding”. 
 SECTION 1.03. Accounting Terms. 

(a) All accounting terms not specifically defined herein shall be construed in accordance with GAAP consistent with those
applied in the preparation of the financial statements referred to in Section 4.01(e). 
 (b) Notwithstanding any
other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under
Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value
any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting
Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated
manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. 

(c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth herein,
and the Borrower so requests, the Administrative Agent, the Lenders and the Borrower will negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that until
so amended, such ratio or requirement shall continue to be computed in accordance with GAAP as in effect prior to such change therein. Without limiting the foregoing, for purposes of determining compliance with any financial covenant ratio,
requirement or basket, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements referred to in Section 4.01(e) for all purposes of this Agreement, notwithstanding any change
in GAAP relating thereto (for the avoidance of doubt, including ASC Topic 842), unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. 

SECTION 1.04. Amendment and Restatement of Existing Credit Agreement. The parties to this Agreement agree that, upon
(i) the execution and delivery by each of the parties hereto of 

  
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this Agreement and (ii) satisfaction of the conditions set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded
and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All Advances made and obligations incurred under the Existing Credit Agreement which are outstanding
on the Closing Date shall continue as Advances and obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the
“Loan Documents” (as defined in the Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this
Agreement and the Loan Documents, (b) the Existing Advances which remain outstanding on the Closing Date shall be reevidenced as “Advances” under this Agreement as set forth in Section 2.01, (c) all obligations under the Existing
Credit Agreement with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as obligations under this Agreement and the other Loan Documents, (e) the Administrative Agent shall make such
reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding
Advances hereunder reflects such Lender’s Ratable Share of the outstanding aggregate Revolving Credit Exposures on the Closing Date and (f) the Borrower hereby agrees to compensate, unless otherwise waived by such Lender in its sole
discretion, each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Rate Advances (including the “Eurodollar Rate Advances” under the Existing Credit
Agreement) and such reallocation described above, in each case on the terms and in the manner set forth in Section 8.04(c) hereof. 

SECTION 1.05. Interest Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not
have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBO Rate” or with respect to any comparable or successor rate thereto, or replacement rate therefor. 

ARTICLE 2 
 AMOUNTS AND
TERMS OF THE ADVANCES AND LETTERS OF CREDIT 
 SECTION 2.01. The Advances and Letters of Credit. 

(a) Prior to the Closing Date, certain advances were made to the Borrower under the Existing Credit Agreement which remain
outstanding as of the date of this Agreement (such outstanding advances being hereinafter referred to as the “Existing Advances”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders
agree that on the Closing Date but subject to the reallocation and other transactions described in Section 1.04, the Existing Advances under the Existing Credit Agreement shall be reevidenced as Advances under this Agreement and the terms of
the Existing Advances shall be restated in their entirety and shall be evidenced by this Agreement. Each Lender severally (and not jointly) agrees, on and subject to the terms and conditions hereinafter set forth, to make advances to the Borrower
(each, an “Advance”) from time to time on any Business Day during the period from the Closing Date until the Commitment Termination Date in an aggregate amount up to but not exceeding at any one time outstanding the amount set forth
under the heading “Revolving Credit Commitment” opposite such Lender’s name on Schedule I or, if such Lender has entered into an Assignment and Acceptance, set forth for such Lender in the Register (as such
amount may be reduced pursuant to Section 2.05 or increased pursuant to Section 2.19) and, as to all Lenders, up to but not exceeding at any one time outstanding $500,000,000 (subject to Section 2.19). Each Borrowing and each
Conversion or Continuation thereof (i) shall be in an aggregate amount not less than $1,000,000 or an integral multiple of $500,000 in excess thereof and (ii) shall consist of Advances of the same Type (and, if such Advances are Eurodollar
Rate Advances, having the same Interest Period) made, Continued or 

  
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Converted on the same day by the Lenders ratably according to their respective Revolving Credit Commitments, except in each case as otherwise provided in Sections 2.09(f) and (g), as
applicable. Within the limits of each Lender’s Revolving Credit Commitment, the Borrower may from time to time borrow, prepay pursuant to Section 2.11 and reborrow under this Section 2.01(a). 

(b) Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit denominated in
Dollars (each, a “Letter of Credit”) for the account of the Borrower or any of its Subsidiaries from time to time on any Business Day during the period from the Closing Date until thirty (30) days before the Commitment
Termination Date. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect
to such issuance, amendment, renewal or extension (i) the amount of the Letter of Credit Exposure shall not exceed the Letter of Credit Facility, (ii) the sum of the total Revolving Credit Exposures shall not exceed the aggregate Revolving
Credit Commitments and (iii) the aggregate face amount of all Letters of Credit issued by any Issuing Bank shall not exceed $12,500,000. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary
to require renewal) later than five (5) Business Days before the Commitment Termination Date. Within the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Advances
resulting from drawings thereunder pursuant to Section 2.03(d) and request the issuance of additional Letters of Credit under this Section 2.01(b). The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of
Credit issued for the account of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Borrower will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment
of interest thereon and the payment of fees due under Section 2.04(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (the Borrower hereby irrevocably waiving any defenses that might otherwise be
available to it as a guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Letter of Credit). 

SECTION 2.02. Making the Advances. 

(a)      (i) Each Borrowing shall be made on notice, given not later than 12:00 noon (New York
City time) on the third Business Day prior to the date of such Borrowing (in the case of a Borrowing consisting of Eurodollar Rate Advances) or given not later than 12:00 noon (New York City time) on the Business Day of such Borrowing (in the case
of a Borrowing consisting of Base Rate Advances), by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof. 

(ii)     Each such notice of a Borrowing (a “Notice of Borrowing”) shall
be in writing in substantially the form of Exhibit A hereto, specifying therein the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) amount of such Borrowing, and
(iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. 

(iii)     Each Lender shall, before 1:00 p.m. (New York City time) on the date of
such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02, in same day funds, such Lender’s ratable portion of such Borrowing. 

(iv)     Upon the Administrative Agent’s receipt of such funds and upon fulfillment
of the applicable conditions set forth in Article 3, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s aforesaid address. 

  
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 (b)       Each Notice of Borrowing shall be
irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense
(excluding loss of profit) reasonably incurred by such Lender as a result of any failure to make such Borrowing (including, without limitation, as a result of any failure to fulfill, on or before the date specified in such Notice of Borrowing, the
applicable conditions set forth in Article 3) and the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing. A certificate as to the amount of such
losses, costs and expenses, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. 

(c)       Unless the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the
Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding
amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand (but without
duplication) such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the
Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the NYFRB Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so
repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement (and such Advance shall be deemed to have been made by such Lender on the date on which such amount is so repaid to the Administrative
Agent). 
 (d)       The failure of any Lender to make the Advance to be made by it as part
of any Borrowing shall not relieve the other Lenders of their obligations hereunder to make an Advance on the date of such Borrowing, and no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other
Lender on the date of any Borrowing. 
 SECTION 2.03.     Letters of Credit. 

(a)         General. Subject to the terms and conditions set forth herein, the
Borrower may request the issuance of Letters of Credit denominated in Dollars for its own account, in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control. 
 (b)         Request for
Issuance. (i) Each Letter of Credit shall be issued upon notice, given not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed issuance of such Letter of Credit (or on such shorter
notice as the applicable Issuing Bank may agree), by the Borrower to an Issuing Bank, and such Issuing Bank shall give the Administrative Agent, prompt notice thereof. Each such notice of issuance of a Letter of Credit (a “Notice of
Issuance”) shall be by telephone, confirmed immediately in writing, specifying therein the requested (A) date of such issuance (which shall be a Business Day), (B) Available Amount of such Letter of Credit, (C) expiration
date of such Letter of Credit (which shall not be later than (or be subject to termination by notice from the 

  
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applicable Issuing Bank to the beneficiary thereof at or prior to) the earlier of (x) one year after the issuance thereof (provided that any such Letter of Credit may provide for
renewal thereof for additional periods (which shall in no event extend past the date in clause (y) hereof)) and (y) five (5) Business Days prior to the Commitment Termination Date), (D) name and address of the beneficiary of such
Letter of Credit and (E) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter
of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to the applicable Issuing Bank in its sole discretion, such Issuing Bank will, upon fulfillment of the applicable conditions
set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance. Notwithstanding
anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to issue any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned
Person, or in any country or territory that, at the time of such funding, is a Sanctioned Country or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. 

(c)         Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, subject to Section 2.19(a)(iv), each Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from each Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Ratable Share of the aggregate amount available to be drawn under such Letter of Credit. The Borrower hereby agrees to each such participation. In
consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender’s Ratable Share of each LC Disbursement
made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in Section 2.03(d), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further
acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Lender’s Revolving Credit
Commitment is amended pursuant to an assignment in accordance with Section 8.06 or otherwise pursuant to this Agreement. 

(d)         Drawing and Reimbursement. If any Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent the amount equal to such LC Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement
not later than 1:00 p.m. (New York City time) on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m. (New York City time) on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than 1:00 p.m. (New York City time) on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time
on the day of receipt; provided that if the Borrower fails to so reimburse such LC Disbursement by such time, the Borrower shall be deemed to have requested a Base Rate Advance (subject to (i) the terms and conditions of
Section 2.01(a) other than the required minimum and multiple amounts set forth therein and (ii) the satisfaction of the conditions set forth in Section 3.02) in an equivalent amount of such LC Disbursement and, to the extent so
financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Advance. If the Borrower fails to make such payment when due (or if the deemed Base Rate Advance described in the


  
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immediately foregoing proviso cannot be made for any reason), the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender’s Ratable Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Ratable Share of the payment then due from the Borrower, in the same manner as provided in
Section 2.02 with respect to Advances made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing
Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing
Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to
reimburse any Issuing Bank for any LC Disbursement (other than the funding of Base Rate Advances as contemplated above) shall not constitute an Advance and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. 

(e)         Failure to Make Advances. The failure of any Lender to make the
Advance to be made by it on the date specified in Section 2.03(d) shall not relieve any other Lender of its obligation hereunder to make its Advance on such date, but no Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on such date. 
 (f)        
Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (d) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the
terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of
a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section,
constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any
liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any
error in interpretation of technical terms or any consequence arising from causes beyond the control of the relevant Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to
the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by
such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either
accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make 

  
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payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 

(g)         Disbursement Procedures. Each Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed in writing) of such
demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing
Bank and the Lenders with respect to any such LC Disbursement. 
 (h)        
Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day
from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to Base Rate Advances; provided that, if the Borrower fails to
reimburse such LC Disbursement when due pursuant to paragraph (d) of this Section, then Section 2.07(b) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on
and after the date of payment by any Lender pursuant to paragraph (d) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment. 

(i)         Replacement of an Issuing Bank. Any Issuing Bank may be replaced
at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any
such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.04(b). From and after the effective date of any such replacement, (i) the successor
Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to
such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

 (j)         Issuing Bank Agreements. Each Issuing Bank agrees that,
unless otherwise requested by the Administrative Agent, such Issuing Bank shall report in writing to the Administrative Agent (i) on the last Business Day of each month, the daily activity (set forth by day) in respect of Letters of Credit
during such month, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such Issuing Bank expects to issue,
amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to
such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood that such Issuing Bank shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of any
Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such Issuing Bank pays any amount in respect of one or more
drawings under Letters of Credit, the date of such payment(s) and the amount of such payment(s), (iv) on any Business Day on which the Borrowers fail to reimburse any amount required to be reimbursed to such Issuing Bank


  
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on such day, the date of such failure and the amount and currency of such payment in respect of Letters of Credit and (v) on any other Business Day, such other information as the
Administrative Agent shall reasonably request. 
 SECTION 2.04. Certain Fees. 

(a)         Facility Fee. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a facility fee (the “Facility Fee”) on the average daily amount (whether used or unused) of such Lender’s Revolving Credit Commitment from the Closing Date (in the case of each Lender) and
from the date of the effectiveness of any Assignment and Acceptance pursuant to which it became a Lender (in the case of each such Lender), in each case until the Commitment Termination Date at a rate per annum equal to the Applicable Rate. The
Facility Fee shall be payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Commitment Termination Date, commencing on the last Business Day of June, 2018. 

(b)         Letter of Credit Fees. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commission on such Lender’s Ratable Share of the average daily aggregate Available Amount of all Letters of Credit issued for the account of the Borrower outstanding from time to time at a
rate per annum equal to the Applicable Rate for Eurodollar Rate Advances in effect from time to time, payable in arrears quarterly on the last Business Day of each March, June, September and December, commencing on the last Business Day of June,
2018, and on the Commitment Termination Date, and after the Commitment Termination Date payable upon demand; provided that the Applicable Rate shall increase by 2% per annum upon the occurrence and during the continuation of an Event of
Default if the Borrower is required to pay default interest pursuant to Section 2.07(b). The Borrower further agrees to pay to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the
average daily amount of the Letter of Credit Exposure attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and
the date on which there ceases to be any Letter of Credit Exposure attributable to Letters of Credit issued by such Issuing Bank, as well as each Issuing Bank’s standard fees and commissions with respect to the issuance, amendment,
cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit issued by such Issuing Bank or processing of drawings thereunder. Fronting fees shall be payable quarterly in arrears on the last Business Day of each
March, June, September and December and on the Commitment Termination Date, commencing on the last Business Day of June, 2018. 

(c)         Administrative Agent’s Fee. The Borrower agrees to pay to the
Administrative Agent, for the Administrative Agent’s own account, an administrative agency fee at the times and in the amounts heretofore agreed between the Borrower and the Administrative Agent. 

SECTION 2.05.     Termination or Reduction of the Commitments. 

(a)         The Commitment of each Lender shall be automatically reduced to zero on
the Commitment Termination Date. 
 (b)         The Borrower shall have the right,
upon at least three (3) Business Days’ notice to the Administrative Agent, to terminate, in whole or reduce ratably in part, the unused portions of the Revolving Credit Commitments of the Lenders; provided that the aggregate amount
of the Revolving Credit Commitments of the Lenders shall not be reduced to an amount which is less than the sum of the aggregate principal amount of the Advances then outstanding and the Letter of Credit Exposure at such time; and provided
further that each partial reduction shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof. 

  
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 (c)         Once reduced or terminated,
the Revolving Credit Commitments may not be reinstated. 
 SECTION 2.06.     Repayment of
Advances; Letter of Credit Reimbursements. 
 (a)        
Advances. The Borrower shall repay the unpaid principal amount of each Advance made by each Lender, and each Advance made by each Lender shall mature, on the Commitment Termination Date. 

(b)         Letter of Credit Reimbursements. The obligations of the Borrower
under this Agreement, any Letter of Credit Agreement and any other agreement or instrument, in each case, relating to any Letter of Credit and any LC Disbursements shall be unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument, respectively. 

SECTION 2.07. Interest. 

(a)         Ordinary Interest. The Borrower shall pay interest on the unpaid
principal amount of each Advance made by each Lender, from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum: 

(i)         Base Rate Advances. While such Advance is a Base
Rate Advance, a rate per annum equal to the Base Rate in effect from time to time plus the Applicable Rate for Base Rate Advances as in effect from time to time, payable quarterly in arrears on the last Business Day of each March, June,
September and December and on the date such Base Rate Advance shall be Converted, on the Commitment Termination Date and on the date of payment in full. 

(ii)         Eurodollar Rate Advances. While such Advance is a
Eurodollar Rate Advance, a rate per annum for each Interest Period for such Advance equal to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Rate for Eurodollar Rate Advances as in effect from time to time, payable
on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day which occurs at three-month intervals after the first day of such Interest Period, and on each date on which such Eurodollar
Rate Advance shall be Continued, Converted, on the Commitment Termination Date and on the date of payment in full. 

(b)         Default Interest. Notwithstanding the foregoing, if any Payment
Default shall have occurred and be continuing, the Borrower shall pay interest on: 

(i)         the unpaid principal amount of each Advance owing to each
Lender, payable on demand (and in any event in arrears on the dates referred to in Section 2.07(a)(i) or (a)(ii) above), at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance
pursuant to said Section 2.07(a)(i) or (a)(ii), as applicable; provided that if such Payment Default shall be continuing at the end of any Interest Period for any Eurodollar Rate Advance, such Advance shall forthwith be Converted to a
Base Rate Advance bearing interest as aforesaid in this Section 2.07(b)(i); and 

(ii)         the amount of any interest, fee or other amount payable
hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable on demand (and in any event in arrears on the date such amount shall be paid in full), at a


  
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rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances pursuant to Section 2.07(a)(i) above. 

SECTION 2.08.     [Intentionally Omitted]. 

SECTION 2.09.     Interest Rate Determinations; Changes in Rating Systems. 

(a)         The Administrative Agent shall give prompt notice to the Borrower and the
Lenders of the applicable interest rates determined by the Administrative Agent for the purposes of Section 2.07. 

(b)         If prior to the commencement of any Interest Period for a Eurodollar Rate
Advance, the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including because
the LIBO Screen Rate is not available or published on a current basis), for such Interest Period: 

(i)         the Administrative Agent shall forthwith notify the
Borrower and the Lenders that the interest rate cannot be determined for such Eurodollar Rate Advances for such Interest Period, 

(ii)         each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and 

(iii)         the obligation of the Lenders to make or Continue, or
to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist. 

(c)         If, with respect to any Eurodollar Rate Advances, the Majority Lenders
notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such
Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon: 

(i)         each Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and 

(ii)         the obligation of the Lenders to make or Continue, or to
Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist. 

(d)         If at any time the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b) have not arisen but
either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO
Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor
administrator that will continue 

  
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publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate
will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a
specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due
consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such
other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that, if such alternate rate of interest as so determined would
be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 8.01, such amendment shall become effective without any further action or consent of any other party
to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Lenders stating that such
Majority Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (d) (but, in the case of the circumstances described in clause (ii) of the first sentence of this
Section 2.09(d), only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any request for the Conversion of any Advance to, or Continuation of any Advance as, a
Eurodollar Rate Advance shall be ineffective and (y) if any Notice of Borrowing requests a Eurodollar Rate Advance, such Advance shall be made as a Base Rate Advance. 

(e)         If the Borrower shall fail to select the duration of any ensuing Interest
Period for any outstanding Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders and
the Borrower will automatically be deemed to have selected an Interest Period of one month therefor. 

(f)         On the date on which the aggregate unpaid principal amount of Eurodollar
Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $1,000,000, such Advances shall automatically Convert into Base Rate Advances. 

(g)         Upon the occurrence and during the continuance of any Event of Default,
(x) each Eurodollar Rate Advance shall automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) the obligation of the Lenders to make or Continue, or to Convert Advances into,
Eurodollar Rate Advances shall automatically be suspended until such Event of Default shall be cured or waived. 
 SECTION
2.10.     Voluntary Conversion and Continuation of Advances. 

(a)         Optional Conversion. The Borrower may on any Business Day, upon
notice given to the Administrative Agent not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.09 and 2.13, Convert all or any
portion of the outstanding Advances of one Type comprising part of the same Borrowing into Advances of the other Type; provided that (i) any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less
than the minimum amount specified in Section 2.01(a) and (ii) in the case of any such Conversion of a Eurodollar Rate Advance into a Base Rate Advance on a day other than the last day of an Interest Period therefor, the Borrower shall
reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Each such notice of a Conversion shall, within the 

  
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restrictions specified above, specify (x) the date of such Conversion, (y) the Advances to be Converted, and (z) if such Conversion is into Eurodollar Rate Advances, the duration
of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower. 

(b)         Continuations. The Borrower may, on any Business Day, upon notice
given to the Administrative Agent not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Continuation and subject to the provisions of Sections 2.09 and 2.13, Continue all or any portion
of the outstanding Eurodollar Rate Advances comprising part of the same Borrowing for one or more Interest Periods; provided that (i) Eurodollar Rate Advances so Continued and having the same Interest Period shall be in an amount not
less than the minimum amount specified in Section 2.01(a) and (ii) in the case of any such Continuation on a day other than the last day of an Interest Period therefor, the Borrower shall reimburse the Lenders in respect thereof pursuant
to Section 8.04(c). Each such notice of a Continuation shall, within the restrictions specified above, specify (x) the date of such Continuation, (y) the Eurodollar Rate Advances to be Continued and (y) the duration of the
initial Interest Period (or Interest Periods) for the Eurodollar Rate Advances subject to such Continuation. Each notice of Continuation shall be irrevocable and binding on the Borrower. 

SECTION 2.11.     Prepayments of Advances. The Borrower may, on notice given not later than 12:00
noon (New York City time) on the second Business Day prior to the date of the proposed prepayment of Advances (in the case of Eurodollar Rate Advances) or given not later than 12:00 noon (New York City time) on the Business Day of the proposed
prepayment of Advances (in the case of Base Rate Advances), stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay, without penalty or premium, the outstanding principal
amounts of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial
prepayment shall be in an aggregate principal amount not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof and (y) in the case of any such prepayment of a Eurodollar Rate Advance on a day other than the last day of an
Interest Period therefor, the Borrower shall reimburse the Lenders in respect thereof pursuant to Section 8.04(c). The Borrower shall have no right to prepay the Advances except as provided in this Section 2.11 (or as required pursuant to
the other provisions of this Agreement). 
 SECTION 2.12.     Increased Costs. 

(a)         If, due to a Change in Law, there shall be any increase in the cost to
any Person of agreeing to make or making, funding or maintaining Advances or any Person shall be subjected to any reserve, special deposit, taxes, duties, levies, imposts, deductions, assessments (including any compulsory loan requirement, insurance
charge or other assessment), fees, charges, withholdings, liquidity or similar requirement, and any and all liabilities with respect to the foregoing, (other than Taxes addressed in Section 2.15, Other Taxes, and amounts excluded from
“Taxes” as defined in Section 2.15(a)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall from time
to time, upon demand by such Person (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Person additional amounts sufficient to compensate such Person for such increased cost. A
certificate as to the amount of such increased cost, prepared in good faith and submitted to the Borrower and the Administrative Agent by such Person, shall be conclusive and binding for all purposes, absent manifest error. 

(b)         If any Lender determines that compliance with any law or regulation or
any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be


  
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maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s commitment
to lend (or Continue or Convert any Advance) hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for
the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such
increase in capital or liquidity to be allocable to the existence of such Lender’s commitment to lend hereunder. A certificate as to such amounts, prepared in good faith and submitted to the Borrower and the Administrative Agent by such Lender,
shall be conclusive and binding for all purposes, absent manifest error. 
 SECTION 2.13.    
Illegality. Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any
central bank or other governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations hereunder to make or Continue Eurodollar Rate Advances or to fund or otherwise maintain Eurodollar
Rate Advances hereunder, (i) the obligation of such Lender to make or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist and (ii) each Eurodollar Rate Advance of such Lender shall convert into a Base Rate Advance at the end of the then current Interest Period for such Eurodollar Rate Advance. 

SECTION 2.14.     Payments and Computations. 

(a)         The Borrower shall make each payment hereunder without set-off or counterclaim not later than 1:00 p.m. (New York City time) on the day when due in Dollars to the Administrative Agent at its address referred to in Section 8.02 in same day funds. The Administrative
Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, Letter of Credit fees or Facility Fee ratably (other than amounts payable pursuant to Section 2.02(b), 2.12, 2.15 or 8.04(c)) to
the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied
in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.06(d), from and after the Closing Date specified in
such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such Closing Date directly between themselves. 

(b)         All computations of interest based on the Prime Rate shall be made by the
Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. All computations
of interest based on the Eurodollar Rate or the NYFRB Rate and of Letter of Credit fees and the Facility Fee shall be made by the Administrative Agent on the basis of a year of 360 days, for the actual number of days (including the first day
but excluding the last day) occurring in the period for which such interest or fee is payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. 

(c)         Whenever any payment hereunder would be due on a day other than a
Business Day, such due date shall be extended to the next succeeding Business Day, and any such extension of such due date shall in such case be included in the computation of payment of interest, Letter of Credit


  
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fees and Facility Fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to fall due in the
next following calendar month, such payment shall be made on the next preceding Business Day. 

(d)         Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on
such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made
such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to
such Lender until the date such Lender repays such amount to the Administrative Agent, at the NYFRB Rate. 
 SECTION
2.15.     Taxes. 
 (a)         Any and all payments by
the Borrower hereunder or any other Loan Document shall be made, in accordance with Section 2.14, free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, charges
or withholdings, and all interest, penalties, and other liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, (i) taxes imposed on or measured by net income, and franchise taxes imposed on
it, by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on or measured by its net income, and
franchise taxes imposed on it, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof, and (ii) any withholding taxes imposed by FATCA (all such
non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Taxes are required to be
deducted from or in respect of any sum payable hereunder or any other Loan Document to any Lender or the Administrative Agent, (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section 2.15) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. 

(b)         In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar taxes or levies (including interest, penalties, and additions to tax related thereto) which arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as “Other Taxes”). 

(c)         The Borrower will indemnify each Lender and the Administrative Agent for
the full amount of Taxes or Other Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document (including, without limitation, any Taxes and Other Taxes imposed by any jurisdiction
on amounts payable under this Section 2.15) paid by such Lender or the Administrative Agent (as the case may be) and any penalties, interest, additions to tax related thereto, and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within thirty (30) days from the date such Lender or the Administrative Agent (as the case may be) makes written demand
therefor. A certificate as to the amount of such Taxes and Other Taxes, submitted to the 

  
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Borrower and the Administrative Agent by such Lender, shall be conclusive and binding (as between the Borrower, the Lenders and the Administrative Agent) for all purposes, absent manifest error.

 (d)         Within thirty (30) days after the date of any payment of taxes
or related amounts imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 8.02, the
original or a certified copy of a receipt evidencing payment thereof or other proof of payment of such taxes or amounts reasonably satisfactory to the relevant Lender(s). If no such taxes or amounts are payable in respect of any payment hereunder,
upon the request of the Administrative Agent the Borrower will furnish to the Administrative Agent, at such address, a statement to such effect with respect to each jurisdiction designated by the Administrative Agent. 

(e)         Each Lender organized under the laws of a jurisdiction outside the United
States, on or prior to the date of its execution and delivery of this Agreement (in the case of each Lender as of the date hereof) and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender (in the case of each other
Lender) and from time to time thereafter if requested in writing by the Borrower or otherwise required under law (but, in each case, only so long as such Lender is or, at the time of request or legal requirement, remains lawfully able to do so),
shall provide the Borrower with Internal Revenue Service Form W-8BEN, W-8BEN-E or
W-8ECI, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying, if applicable, that such Lender is entitled to benefits under an income tax treaty to which the United
States is a party which reduces the rate of withholding tax on payments of interest, certifying, if applicable, such Lender is eligible for the portfolio interest exemption (which shall also require a separate certificate to the effect that such
Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code,
or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code) or certifying, if applicable, that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business
in the United States. If the form provided by a Lender indicates a United States interest withholding tax rate in excess of zero under the law applicable at the time such Lender first becomes a party to this Agreement, withholding tax at such rate
shall be considered excluded from “Taxes” as defined in Section 2.15(a) (except to the extent such taxes were grossed up with respect to the Lender’s assignor immediately before such Lender became a party). Each Lender agrees
that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal
inability to do so. 
 (f)         For any period with respect to which a Lender
has failed to provide the Borrower with the appropriate form described in Section 2.15(e) (other than if such failure is due to a change in law occurring subsequent to the date on which a form originally was required to be provided or if such
form otherwise is not required under the first sentence of subsection (e) above), such Lender shall not be entitled to indemnification under Section 2.15(a) or (c) with respect to Taxes imposed by the United States (except to the
extent such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office). 

(g)         Any Lender claiming any additional amounts payable pursuant to this
Section 2.15 shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office(s) if the making of such a change would avoid the need for, or
reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. 

  
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 (h)         Each Lender shall severally
indemnify the Administrative Agent for any taxes, duties, levies, imposts, deductions, assessments, fees, charges or withholdings, and any and all liabilities with respect to the foregoing (but, in the case of any Taxes or Other Taxes, only to the
extent that the Borrower has not already indemnified the Administrative Agent for such Taxes or Other Taxes and without limiting the obligation of the Borrower to do so) and any Taxes attributable to such Lender’s failure to comply with the
provisions of Section 8.06(e) relating to the maintenance of a Participant Register, in each case, attributable to such Lender that are paid or payable by the Administrative Agent in connection with this Agreement or any other Loan Document and
any reasonable expenses arising therefrom or with respect thereto, whether or not such amounts were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.15(h) shall be paid within
thirty (30) days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent
manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other
source against any amount due to the Administrative Agent under this paragraph (h). 

(i)         If a payment made to a Lender under this Agreement would be subject to
U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall
deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their
obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this
Section 2.15(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(j)         If any party determines, in its sole discretion exercised in good faith,
that it has received a refund of any amounts as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such
refund (but only to the extent of indemnity payments made under this Section with respect to the amounts giving rise to such refund), net of all out-of-pocket expenses
(including taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to
such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to
such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (j), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (j) the payment of which would
place the indemnified party in a less favorable net after-tax position than the indemnified party would have been in if the amounts subject to indemnification and giving rise to such refund had not been
deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or
any other information relating to its taxes that it deems confidential) to the indemnifying party or any other Person. 

(k)         For purposes of determining withholding Taxes imposed under FATCA, from
and after the date hereof, the Borrower and the Administrative Agent shall treat (and the Lenders hereby 

  
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authorize the Administrative Agent to treat) the Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation
Section 1.1471-2(b)(2)(i). 

(l)         For purposes of this Section 2.15, the term “Lender”
includes any Issuing Bank. 
 SECTION 2.16.     Set-Off;
Sharing of Payments, Etc. 
 (a)         Without limiting any of the
obligations of the Borrower or the rights of the Lenders hereunder, if the Borrower shall fail to pay when due (whether at stated maturity, by acceleration or otherwise) any amount payable by it hereunder or under any Note each Lender may, without
prior notice to the Borrower (which notice is expressly waived by it to the fullest extent permitted by applicable law), set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or
final, in any currency, matured or unmatured) and other obligations and liabilities at any time held or owing by such Lender or any branch or agency thereof to or for the credit or account of the Borrower. Each Lender shall promptly provide notice
of such set-off and application to the Borrower and the Administrative Agent, provided that failure by such Lender to provide such notice shall not affect the validity of such set-off or application. 
 (b)         If any
Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.02(b),
2.12, 2.15 or 8.04(c)) in excess of its Ratable Share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them or make such other
adjustments as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the
proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount
so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. 

SECTION 2.17.     Right to Replace a Lender. If (i) the Borrower is required to make any
additional payment pursuant to Section 2.12 or 2.15 to any Lender, (ii) any Lender’s obligation to make or Continue, or to Convert Advances into, Eurodollar Rate Advances shall be suspended pursuant to Section 2.13 or
(iii) if in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender”, the consent of the Majority Lenders is obtained, but the consent of other necessary Lenders is not obtained (in each case,
such Lender being an “Affected Person”), the Borrower may elect, if such amounts continue to be charged or such suspension is still effective, to replace such Affected Person as a party to this Agreement; provided that, no
Default or Event of Default shall have occurred and be continuing at the time of such replacement; and provided further that, concurrently with such replacement, (i) another financial institution which is an Eligible Assignee and
is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Advances of the Affected Person pursuant to an Assignment and Acceptance and to become a Lender for all purposes under
this Agreement and to assume all obligations (including all outstanding Advances) of the Affected Person to be terminated as of such date and to comply with the requirements of Section 8.06 applicable to assignments, and (ii) the Borrower
shall pay to such Affected Person in same day funds on the day of such replacement all accrued interest, accrued fees and other amounts then owing 

  
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to such Affected Person by the Borrower hereunder to and including the date of termination, including without limitation payments due such Affected Person under Section 2.12 and 2.15. Each
party hereto agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee, and (b) the Lender required to
make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other
parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties
thereto. 
 SECTION 2.18. Evidence of Indebtedness. 

(a)         Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(b)         The Administrative Agent shall maintain accounts in which it shall record
(i) the date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Advance made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. 

(c)         The entries made in the accounts maintained pursuant to clause (a)
or (b) of this Section 2.18 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any
error therein shall not in any manner affect the obligation of the Borrower to repay the Advances in accordance with the terms of this Agreement. In the event of any conflict between the accounts maintained by the Lenders and the accounts maintained
by the Administrative Agent, the records of the Administrative Agent shall control in the absence of manifest error. 

(d)         Any Lender may request that its Advances be evidenced by a promissory
note. In such event, the Borrower will promptly prepare, execute and deliver to such Lender a promissory note (a “Note”) payable to such Lender, in a form approved by the Administrative Agent, in a principal amount equal to the
amount of such Lender’s Revolving Credit Commitment and otherwise duly completed. 
 SECTION
2.19.     Increase of Revolving Credit Commitments. 

(a)         The Borrower shall have the right at any time after the Closing Date to
request that the aggregate Revolving Credit Commitments hereunder be increased (a “Commitment Increase”) in accordance with the following provisions and subject to the following conditions: 

(i)         The Borrower shall give the Administrative Agent, which
shall promptly deliver a copy thereof to each of the Lenders, at least twenty (20) Business Days’ prior written notice (a “Notice of Increase”) of any such requested increase specifying the aggregate amount by which the
Revolving Credit Commitments are to be increased (the “Requested Increase Amount”), which shall be at least $10,000,000, the requested date of increase (the “Requested Increase Date”) and the date by which the
Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit 

  
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Commitments (the “Commitment Date”). Each Lender that is willing in its sole discretion to participate in such requested Commitment Increase (each an “Increasing
Lender”) shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. 

(ii)         Promptly following each Commitment Date, the
Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. In addition, the Borrower may extend offers to one or more Eligible Assignees, each of
which must be reasonably satisfactory to the Administrative Agent, to participate in any portion of the requested Commitment Increase; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in
an amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. Any such Eligible Assignee that agrees to acquire a Revolving Credit Commitment pursuant hereto is herein called an “Additional Lender”.

 (iii)         Effective on the Requested Increase Date, subject
to the terms and conditions hereof, (x) Schedule I shall be deemed to be amended to reflect the increases contemplated hereby, (y) the Revolving Credit Commitment of each Increasing Lender shall be increased by an
amount determined by the Administrative Agent and the Borrower (but in no event greater than the amount the amount by which such Lender is willing to increase its Revolving Credit Commitment), and (z) each Additional Lender shall enter into an
agreement in form and substance satisfactory to the Borrower and the Administrative Agent pursuant to which it shall undertake, as of such Requested Increase Date, a new Revolving Credit Commitment in an amount determined by the Administrative Agent
and the Borrower (but in no event greater than the amount the amount by which such Lender is willing to participate in the requested Commitment Increase), and such Additional Lender shall thereupon be deemed to be a Lender for all purposes of this
Agreement. Each Additional Lender may request a Note in accordance with Section 2.18(d). 

(iv)         If on the Requested Increase Date there are any Advances
outstanding hereunder, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 8.04(c)) prepay Advances of all or certain of the Lenders such that, after giving effect thereto, the
Advances (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Additional Lenders) ratably in accordance with their respective Revolving
Credit Commitments. On and after each date on which a Commitment Increase occurs, the Ratable Share of each Lender’s participation in Letters of Credit and Advances from draws under Letters of Credit shall be calculated after giving effect to
each such Commitment Increase. 
 (v)         The Borrower may not
exercise its rights under this Section 2.19 more than once in each successive annual period commencing on the Closing Date. 

(b)         Anything in this Section 2.19 to the contrary notwithstanding, no
increase in the aggregate Revolving Credit Commitments hereunder pursuant to this Section shall be effective unless: 

(i)         as of the date of the relevant Notice of Increase and on
the relevant Requested Increase Date and after giving effect to such increase, (x) no Default or Event of Default shall have occurred and be continuing and (y) the representations and warranties of the Borrower in Article 4 (subject
to updating in the case of Section 4.01(n)) shall be true and correct in all material respects as if made on and as of such date (unless expressly stated to relate to an 

  
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earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); 

(ii)         the Administrative Agent shall have received on or
before the relevant Requested Increase Date: (A) certified copies of resolutions of the Board of Directors of the Borrower approving the Commitment Increase and (B) an opinion of counsel for the Borrower reasonably satisfactory to the
Administrative Agent. 
 (iii)         on and as of the date of the
relevant Notice of Increase and on the relevant Requested Increase Date and after giving effect to such increase, the Moody’s Rating and the S&P Rating shall be at least equal to Baa3 and BBB-
respectively; 
 (iv)         the Borrower shall not previously
have reduced the Revolving Credit Commitments under Section 2.05; and 

(v)         after giving effect to any such increase the aggregate
amount of the Revolving Credit Commitments shall not exceed $750,000,000. 
 SECTION 2.20.    
Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 

(a)         fees shall cease to accrue on the Revolving Credit Commitment of such
Defaulting Lender pursuant to Section 2.04(a); 
 (b)         the Revolving
Credit Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Majority Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other
modification pursuant to Section 8.01); provided, that, except as otherwise provided in Section 8.01, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification
requiring the consent of such Lender or each Lender directly affected thereby; 

(c)         if any Letter of Credit Exposure exists at the time such Lender becomes a
Defaulting Lender then: 
 (i)         all or any part of the
Letter of Credit Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Ratable Shares but only to the extent the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Letter of Credit Exposure does not exceed the total of all non-Defaulting
Lenders’ Revolving Credit Commitments; 
 (ii)         if the
reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent cash collateralize for the benefit of the relevant Issuing
Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in
Section 6.02 for so long as such Letter of Credit Exposure is outstanding; 

(iii)         if the Borrower cash collateralizes any portion of such
Defaulting Lender’s Letter of Credit Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.04(b) with respect to


  
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such Defaulting Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s Letter of Credit Exposure is cash collateralized; 

(iv)         if the Letter of Credit Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.04(b) shall be adjusted in accordance with such
non-Defaulting Lenders’ Ratable Shares; and 

(v)         if all or any portion of such Defaulting Lender’s
Letter of Credit Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all facility fees that
otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Credit Commitment that was utilized by such Letter of Credit Exposure) and letter of credit fees payable under
Section 2.04(b) with respect to such Defaulting Lender’s Letter of Credit Exposure shall be payable to the relevant Issuing Bank until and to the extent that such Letter of Credit Exposure is reallocated and/or cash collateralized; and

 (d)         so long as such Lender is a Defaulting Lender, the Issuing Banks
shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Letter of Credit Exposure will be 100% covered by the Revolving Credit
Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.20(c), and participating interests in any such newly issued or increased
Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall not participate therein). 

If (i) a Bankruptcy Event with respect to a Parent of any Lender shall occur following the date hereof and for so long
as such event shall continue or (ii) the Issuing Banks have a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Issuing Banks
shall not be required to issue, amend or increase any Letter of Credit, unless the Issuing Banks shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Issuing Banks, as the case may be, to defease any risk to it
in respect of such Lender hereunder. 
 In the event that the Administrative Agent, the Borrower and the Issuing Banks each
agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Letter of Credit Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving
Credit Commitment and on such date such Lender shall purchase at par such of the Advances of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Advances in accordance with its Ratable
Share. 
 ARTICLE 3 

CONDITIONS OF LENDING 

SECTION 3.01.     Conditions Precedent to Initial Borrowing. This Agreement and the obligation of
each Lender to make an Advance on the occasion of the initial Borrowing and the obligations of each Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which the Administrative Agent shall have received
executed counterparts of this Agreement by each of the parties hereto and each of the following, each (unless otherwise specified below) dated the Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the items
in clauses (a), (b) and (c)) in sufficient copies for each Lender: 

  
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 (a)         Certified copies of
(x) the certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and performance by the Borrower of this
Agreement and the transactions contemplated hereby, and (z) documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement. 

(b)         A certificate of the Secretary or an Assistant Secretary of the Borrower
certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder. 

(c)         A certificate from the Secretary of State of the State of Delaware dated
a date reasonably close to the Closing Date as to the good standing of and certificate of incorporation filed by the Borrower. 

(d)         A favorable opinion of Moore & Van Allen, PLLC, special counsel
to the Borrower, substantially in the form of Exhibit C hereto. 

(e)         A certificate of a Responsible Officer of the Borrower certifying that
(i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of
such date. 
 (f)         Notes, payable to the respective Lenders that have
requested the same prior to the Closing Date, duly completed and executed. 

(g)         (i) The Administrative Agent shall have received, at least five days
prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the
extent requested in writing of the Borrower at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to
the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership
Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). 

(h)         Such other documents relating to this Agreement and the transactions
contemplated hereby as the Administrative Agent may reasonably request and as further described in the list of closing documents attached as Exhibit E. 

Furthermore, the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the
Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 

The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive
and binding. 
 SECTION 3.02. Conditions Precedent to Each Borrowing. The obligation of each Lender to make an
Advance on the occasion of each Borrowing (including without limitation the initial Borrowing) and the obligation of each Issuing Bank to issue, amend, renew or extend any Letter of Credit shall be subject to the further conditions precedent that on
the date of such Borrowing (or issuance, 

  
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amendment, renewal or extension of a Letter of Credit, as applicable) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by
the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): 

(a)         the representations and warranties contained in Section 4.01
(excluding, in the case of any Borrowing or Letter of Credit after the initial Borrowing or Letter of Credit, respectively, the Excluded Representations) are true and correct in all material respects on and as of the date of such Borrowing, before
and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true
and correct in all material respects as of such earlier date); and 
 (b)        
No Default or Event of Default has occurred and is continuing, or would result from such Borrowing (or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable) or from the application of the proceeds thereof. 

ARTICLE 4 

REPRESENTATIONS AND WARRANTIES 

SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: 

(a)         The Borrower and each of its Material Subsidiaries (i) is duly
organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) is duly qualified and in good standing in each other jurisdiction in which it owns or leases property or in which the conduct of its
business requires it to so qualify or be licensed and where, in each case, failure so to qualify and be in good standing could have a Material Adverse Effect and (iii) has all requisite power and authority to own or lease and operate its
Property and to carry on its business as now conducted and as proposed to be conducted. 

(b)         The making and performance by the Borrower of this Agreement are within
the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not violate (i) any provision of the Borrower’s certificate of incorporation or by-laws,
(ii) any agreement, indenture or other contractual restriction binding on the Borrower, (iii) any law, rule or regulation (including, without limitation, the Securities Act of 1933 and the Exchange Act and the regulations thereunder, and
Regulations T, U or X), or (iv) any order, writ, judgment, injunction, decree, determination or award binding on the Borrower. The Borrower is not in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any contractual restriction binding upon it, except for such violation or breach which would not have a Material Adverse Effect. 

(c)         No authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority is required (other than those which have been obtained) for the making and performance by the Borrower of this Agreement or for the legality, validity, binding effect or enforceability thereof. 

(d)         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 

  
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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. 

(e)        (i) The consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as at December 31, 2017, and the related consolidated statements of operations, cash flows and changes in stockholders’ equity for the fiscal year ended on such date, audited by PricewaterhouseCoopers LLP, copies of which have
heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as of such date, and the consolidated results of
their operations, cash flows and changes in stockholders’ equity for the fiscal year then ended. 

(ii)     All such financial statements, including the related schedules and notes
thereto, have been prepared in accordance with GAAP for the periods involved. 

(iii)     As of the date hereof, neither the Borrower nor any of its Consolidated
Subsidiaries has any material Contingent Obligation or liability for taxes, long-term lease or unusual forward or long-term commitment which is not reflected herein or in the schedules and exhibits hereto or in the foregoing financial statements or
in the notes thereto. 
 (f)         Since December 31, 2017, no Material
Adverse Change has occurred. 
 (g)         Except as disclosed in
Schedule III, no litigation, investigation or proceeding of or before any court or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Material
Subsidiaries or against any of its or their respective Property or revenues (i) with respect to this Agreement or the Notes or any of the transactions contemplated hereby or (ii) which, in the reasonable judgment of the Borrower, would
have a Material Adverse Effect. 
 (h)         The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, or for any purpose that
violates or would be inconsistent with the provisions of Regulations T, U and X. 

(i)         The Borrower is not an “investment company”, or a Person
“controlled by” an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. 

(j)         All information that has been made available by the Borrower or any of
its representatives to the Administrative Agent or any Lender in connection with the negotiation of this Agreement was, on or as of the dates on which such information was made available, complete and correct in all material respects and did not
contain any untrue statement of a material fact or omit to state a fact necessary to make the statements contained therein not misleading in light of the time and circumstances under which such statements were made. 

(k)         A copy of the most recent Annual Report (5500 Series Form), including all
attachments thereto, filed with the Internal Revenue Service for each Plan, has been provided to the Administrative Agent and fairly presents the funding status of each Plan as of the date of each such Annual Report. There has been no deterioration
in any single Plan’s funding status, or, collectively, all of the Plan’s funding status since the date of such Annual Report that could reasonably be expected to have a Material Adverse Effect. The Borrower has provided the Administrative
Agent with a list of all Plans and 

  
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Multiemployer Plans and all available information with respect to direct, indirect, or potential withdrawal liability to any Multiemployer Plan of the Borrower or any member of a Controlled
Group. 
 (l)         The Borrower and each of its Material Subsidiaries is in
compliance with all laws, statutes, rules, regulations and orders binding on or applicable to the Borrower or such Material Subsidiary (including, without limitation, ERISA and all Environmental Laws) and all of their respective Property, subject to
the possible implications of the litigation and proceedings described in Schedule III and except to the extent failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a
Material Adverse Effect. 
 (m)         Each of the Borrower and its Subsidiaries
has filed or caused to be filed all tax returns which to the knowledge of the Borrower are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all
other taxes, duties, levies, imposts, deductions, assessments, fees or other charges or withholdings imposed on it or any of its Property by any Governmental Authority (other than those the amount or validity of which is currently being contested in
good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be, or those the failure to pay which, in the aggregate, would not
have a Material Adverse Effect); and (i) no material tax liens have been filed and (ii) to the knowledge of the Borrower, no claims are being asserted with respect to any such taxes, fees or other charges that would, if assessed, have a
Material Adverse Effect, other than as disclosed in Schedule III. 

(n)         As of the Closing Date, Schedule IV contains an
accurate list of all of the presently existing Subsidiaries and Material Subsidiaries, setting forth their respective jurisdictions of incorporation and the percentage of their respective outstanding capital stock or other equity interests owned by
the Borrower or other Subsidiaries and all of the issued and outstanding shares of capital stock or other equity interests of the Subsidiaries have been duly authorized and issued and are fully paid and
non-assessable. 
 (o)         The Borrower
has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with all laws, rules and regulations (federal, state and local),
and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of
(a) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that
will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transactions contemplated by the Loan Documents will violate any
Anti-Corruption Law or applicable Sanctions. 
 (p)         As of the Closing Date,
to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all respects. 

(q)         The Borrower is not an EEA Financial Institution. 

  
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 ARTICLE 5 

COVENANTS OF THE BORROWER 

SECTION 5.01.         Covenants. So long as any Commitment shall remain in
effect and until payment in full of all amounts payable by the Borrower hereunder, unless the Majority Lenders shall otherwise consent in writing: 

(a)         Financial Statements. The Borrower will furnish to each Lender:

 (i)         as soon as available, but in any event within ninety
(90) days after the end of each fiscal year of the Borrower, copies of the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such year and of the related consolidated statements of operations, cash
flows and changes in stockholders’ equity for such year, setting forth in each case in comparative form the figures for the previous year, certified without qualification arising out of the scope of the audit, by independent certified public
accountants of nationally recognized standing; 
 (ii)         as
soon as available, but in any event not later than forty-five (45) days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, copies of the unaudited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such quarter and of the related unaudited consolidated statements of operations, cash flows and changes in stockholders’ equity of the Borrower and its Consolidated Subsidiaries for such
quarterly period and the portion of the fiscal year through such date, setting forth in each case in comparative form figures for the previous year, certified by a Responsible Officer (subject to normal
year-end audit adjustments); 

(iii)         concurrently with the delivery of the financial
statements referred to in clauses (i) and (ii) above, a Compliance Certificate; 

(iv)         promptly upon the filing thereof, copies of all
registration statements and annual and quarterly reports which the Borrower files with the Securities and Exchange Commission; and 

(v)         (x) such other information relating to the Borrower
and its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with
applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. 

Documents required to be delivered pursuant to clauses (i) and (ii) of this Section 5.01(a) may be delivered electronically and
if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System; provided that the
Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

 All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in
accordance with GAAP applied consistently throughout the periods reflected therein (except as approved by such accountants or officer, as the case may be, and disclosed therein). 

  
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 (b)         Use of Proceeds. The
Borrower will, and will cause each Subsidiary to, use the proceeds of the Advances solely for its general corporate purposes; provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any
such proceeds. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an
offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities,
business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. 

(c)         Certain Notices. 

(1)         The Borrower will give notice in writing to the Administrative Agent and
the Lenders of (i) the occurrence of any Default or Event of Default and (ii) any change in the rating of the long-term senior unsecured non-credit-enhanced debt obligations of the Borrower by
Moody’s S&P or Fitch, each such notice to be given promptly and in any event within five (5) days after occurrence thereof. 

(2)         Promptly after the Borrower, any member of a Controlled Group or any
administrator of a Plan: 
 (i)         receives the notification
referred to in clauses (i), (iv) or (vii) of Section 6.01(h), 

(ii)         has knowledge of (A) the occurrence of a Reportable
Event with respect to a Plan; (B) any event which has occurred or any action which has been taken to amend or terminate a Plan as referred to in clauses (ii) and (vi) of Section 6.01(h); (C) any event which has occurred or
any action which has been taken which could result in complete withdrawal, partial withdrawal, or secondary liability for withdrawal liability payments with respect to a Multiemployer Plan as referred to in clause (vii) of Section 6.01(h);
or (D) any action which has been taken in furtherance of, any agreement which has been entered into for, or any petition which has been filed with a United States district court for, the appointment of a trustee for a Plan as referred to in
clause (iii) of Section 6.01(h), or 
 (iii)        
files a notice of intent to terminate a Plan with the Internal Revenue Service or the PBGC; or files with the Internal Revenue Service a request pursuant to Section 412(d) of the Code for a variance from the minimum funding standard for a Plan;
or files a return with the Internal Revenue Service with respect to the tax imposed under Section 4971(a) of the Code for failure to meet the minimum funding standards established under Section 412 of the Code for a Plan, 

the Borrower will furnish to the Administrative Agent a copy of any notice received, request or petition filed and agreement entered into; the
most recent Annual Report (Form 5500 Series) and attachments thereto for the Plan; the most recent actuarial report for the Plan; any notice, return or materials required to be filed with the Internal Revenue Service in connection with the
event, action or filing; and a written statement of a Responsible Officer describing the event or the action taken and the reasons therefor. 

(d)         Conduct of Business. The Borrower will, and will cause each
Material Subsidiary to, do all things necessary (if applicable) to remain duly incorporated, validly existing and in good standing as a domestic corporation in its jurisdiction of incorporation and maintain all requisite


  
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authority to conduct its business in each jurisdiction in which its business is conducted except where such failure to remain in good standing or to maintain such authority may not reasonably be
expected to have a Material Adverse Effect. The Borrower will continue to engage in its business substantially as conducted on the Closing Date, and, except where such failure may not reasonably be expected to have a Material Adverse Effect, will
cause its Subsidiaries to continue to engage in their business substantially as conducted on the Closing Date. 

(e)         Taxes. The Borrower will, and will cause each Subsidiary to, pay
when due all taxes, duties, imposts, deductions, assessments, fees and governmental charges, withholdings and levies upon it or its income, profits or Property, except those which are being contested in good faith by appropriate proceedings and with
respect to which adequate reserves have been set aside and except where such failure would not reasonably be expected to have a Material Adverse Effect. 

(f)         Insurance. The Borrower will, and will cause each Material
Subsidiary to, maintain with financially sound and reputable insurance companies insurance on all or substantially all of its Property, in such amounts and covering such risks as is consistent with sound business practice for Persons in
substantially the same industry as the Borrower or such Subsidiary, and the Borrower will furnish to any Lender upon request full information as to the insurance carried. 

(g)         Compliance with Laws. The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject (including ERISA and applicable Environmental Laws), except where the failure to so comply could not
reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees
and agents with all laws, rules and regulations (federal, state and local). 

(h)         Maintenance of Properties. The Borrower will, and will cause each
Material Subsidiary to, do all things necessary to maintain, preserve, protect and keep its Property in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times, except where the failure to so maintain, preserve, protect and repair could not reasonably be expected to have a Material Adverse Effect. 

(i)         Inspection. The Borrower will, and will cause each Subsidiary to,
permit the Administrative Agent and the Lenders (coordinated through the Administrative Agent), at their sole cost and expense (except that if an Event of Default has occurred and is continuing, the Borrower will indemnify the Administrative Agent
and the Lenders against such cost and expense), to inspect any of the Property, corporate books and financial records of the Borrower and such Subsidiary, to examine and make copies of the books of account and other financial records of the Borrower
and each Subsidiary, and to discuss the affairs, finances and accounts of the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers upon reasonable notice and at such reasonable times during the
Borrower’s normal business hours and intervals as the Lenders may designate. 

(j)         Merger. The Borrower will not, and will not permit any Material
Subsidiary to, merge or consolidate with or into any other Person, except that (a) a Material Subsidiary may merge into the Borrower or another Material Subsidiary and (b) the Borrower or any Material Subsidiary may merge or consolidate
with any other Person, provided that (1) in the case of such a merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving corporation and (2) in the case of such a merger or consolidation
involving a Material Subsidiary, a Material Subsidiary shall be the continuing or surviving corporation, provided further that nothing herein shall be deemed to prohibit a 

  
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merger or consolidation by a Subsidiary with or into another Person (other than the Borrower) in connection with an exchange or restructuring of bottling territories permitted under
Section 5.01(n)(vii), and provided further that in each case, prior to and after giving effect to any such merger or consolidation, no Default or Event of Default shall exist. 

(k)         Preservation of Material Agreements. Except in connection with
dispositions of assets or other transactions permitted by this Agreement, the Borrower will, and will cause its Subsidiaries to, use commercially reasonable efforts to maintain in full force and effect all material agreements necessary for the
conduct of the Borrower’s business, except where such failure to so use such commercially reasonable efforts could not reasonably be expected to have a Material Adverse Effect. 

(l)         Liens. The Borrower will not, and will not permit any Subsidiary
to, create, incur, or suffer to exist any Lien in or on the Property of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, except: 

(i)         the existing Liens listed in
Schedule II hereto and other Liens existing on the Closing Date securing an obligation in an amount, in the case of each such obligation, of less than $5,000,000 (and extension, renewal and replacement Liens upon the same
Property previously subject to such an existing Lien, provided the amount secured by each Lien constituting such an extension, renewal or replacement Lien shall not exceed the amount secured by the Lien previously existing); 

(ii)         Liens arising from taxes, assessments, or claims
described in Section 5.01(o) hereof that are not yet due or that remain payable without penalty or to the extent permitted to remain unpaid under the proviso to such Section 5.01(o); 

(iii)         deposits or pledges to secure worker’s
compensation, unemployment insurance, old age benefits or other social security obligations, or in connection with or to secure the performance of bids, tenders, trade contracts or leases, or to secure statutory obligations, or stay, surety or
appeal bonds, or other pledges or deposits of like nature and all in the ordinary course of business; 

(iv)         Liens on Property securing all or part of the purchase
price thereof (including without limitation Liens in respect of leases of personal or real Property) and Liens (whether or not assumed) existing in Property at the time of purchase thereof by the Borrower or a Subsidiary, as the case may be (and
extension, renewal and replacement Liens upon the same property previously subject to a Lien described in this clause (iv), provided the amount secured by each Lien constituting such extension, renewal or replacement shall not exceed the
amount secured by the Lien previously existing), provided that each such Lien is confined solely to the Property so purchased, improvements thereto and proceeds thereof; 

(v)         Liens resulting from progress payments or partial
payments under United States Government contracts or subcontracts thereunder; 

(vi)         Liens arising from legal proceedings, so long as such
proceedings are being contested in good faith by appropriate proceedings diligently conducted and execution is stayed on all judgments resulting from any such proceedings; 

(vii)         zoning restrictions, easements, minor restrictions on
the use of real property, minor irregularities in title thereto and other minor Liens that do not in the aggregate 

  
 46 







 
materially detract from the value of a Property to, or materially impair its use in the business of, the Borrower or such Subsidiary; and 

(viii)     other Liens securing Indebtedness in an aggregate amount, as to all Liens
under this clause (viii), not exceeding, when aggregated with the aggregate amount of Indebtedness permitted by Section 5.01(p)(ii), $100,000,000 at any time outstanding. 

(m)         [Intentionally Omitted]. 

(n)         Asset Dispositions. The Borrower will not, and will not permit any
Subsidiary to, sell, convey, assign, abandon or otherwise transfer or dispose of, voluntarily or involuntarily (any of the foregoing being referred to in this clause (n) as a “transaction” and any series of related transactions
constituting but a single transaction), any of its Property, tangible or intangible, except: 

(i)         transactions (including sales of trucks, vending machines
and other equipment) in the ordinary course of business; 

(ii)         transactions between Consolidated Subsidiaries or
between the Borrower and Consolidated Subsidiaries; 

(iii)         any sale of real property not used in the current
operations of the Borrower, provided that the aggregate proceeds of sales pursuant to this clause (iii) shall not exceed $100,000,000 in any fiscal year of the Borrower; 

(iv)         other sales, conveyances, assignments or other transfers
or dispositions in immediate exchange for cash or tangible assets, subject to prior approval in each case by the Majority Lenders; 

(v)         other sales, conveyances, assignments or other transfers
or dispositions during any fiscal year of the Borrower of assets with a book value that do not exceed an aggregate of fifteen percent (15.0%) of the book value of Consolidated Total Assets of the Borrower (determined at the time of making such sale,
conveyance, assignment or other transfer or disposition by reference to the Borrower’s financial statements most recently delivered pursuant to Section 5.01(a)(i) or (ii)); 

(vi)         the sale for cash of any and all accounts receivable in
a face amount not to exceed an aggregate of ten percent (10.0%) of the book value of Consolidated Total Assets of the Borrower (determined at the time of making such sale by reference to the Borrower’s financial statements most recently
delivered pursuant to Section 5.01(a)(i) or (ii)); 

(vii)         dispositions of Persons, assets, franchises and
businesses after the Closing Date in connection with an exchange or restructuring of bottling territories; provided that on a pro forma basis after giving effect to any such restructuring of, or to any such disposition and the related
acquisition of bottling territories by the Borrower or its Subsidiaries, the Borrower remains in compliance with the covenants set forth in Sections 5.01(q) and (r); and 

(viii)         transfers or dispositions for cash, other than as
provided by clauses (i) through (vii) above, if on the date of the consummation thereof, if such date is prior to the Commitment Termination Date, the Revolving Credit Commitments are permanently reduced on such date by the amount equal to
the cash proceeds of such transfers or dispositions less the 

  
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amount of transaction costs and income taxes incurred by the Borrower or one of its Subsidiaries in connection with such transfer or disposition. 

(o)         Payment of Claims. The Borrower will, and will cause each
Subsidiary to, pay or discharge any of the following described claims and liabilities which are material to the Borrower and its Subsidiaries when taken as a whole: 

(i)         on or prior to the date when due, all lawful claims of
materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, might result in the creation of a Lien upon any such Property; and 

(ii)         on or prior to the date when due, all other lawful
claims which, if unpaid, might result in the creation of a Lien upon any such Property (other than Liens not forbidden by Section 5.01(l) hereof) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of the
Borrower or such Subsidiary in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving the Borrower or such
Subsidiary; 
 provided that unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced,
the Borrower or such Subsidiary need not pay or discharge any such claim or current liability so long as the validity thereof is contested in good faith and by appropriate proceedings diligently conducted and so long as such reserves or other
appropriate provisions as may be required by GAAP shall have been made therefor and so long as such failure to pay or discharge does not have a Material Adverse Effect. 

(p)         Subsidiary Debt. Except as disclosed in
Schedule V, the Borrower will not permit any Subsidiary to incur or permit to exist any Indebtedness except (i) Indebtedness to the Borrower or another Subsidiary and (ii) other Indebtedness in an aggregate amount
not exceeding, when aggregated with the aggregate amount of Indebtedness permitted by Section 5.01(l)(viii), $100,000,000 at any time outstanding. 

(q)         Consolidated Cash Flow/Fixed Charges Ratio. The Borrower will not
permit the Consolidated Cash Flow/Fixed Charges Ratio, as determined quarterly as of the last day of each fiscal quarter of the Borrower (and treating such fiscal quarter as having been completed), to be less than 1.5 to 1.0. 

(r)         Consolidated Funded Indebtedness/Cash Flow Ratio. The Borrower
will not permit the Consolidated Funded Indebtedness/Cash Flow Ratio, as determined quarterly as of the last day of each fiscal quarter of the Borrower (and treating such fiscal quarter as having been completed), to exceed 6.0 to 1.0. 

ARTICLE 6 
 EVENTS OF
DEFAULT 
 SECTION 6.01.     Events of Default. If any of the following events
(“Events of Default”) shall occur and be continuing: 

(a)        The Borrower shall fail to pay any principal of any Advance or any
reimbursement obligation in respect of any LC Disbursement when the same becomes due and payable; or the Borrower shall fail to pay any interest on any Advance or any Letter of Credit fees or Facility Fee


  
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or any other amount payable hereunder when due and such failure remains unremedied for three (3) Business Days; or 

(b)         Any representation or warranty made by the Borrower herein or by the
Borrower (or any of its officers) in any certificate delivered in connection with this Agreement shall prove to have been incorrect in any material respect when made or deemed made; or 

(c)         (i) The Borrower shall fail to perform or observe any term, covenant
or agreement contained in Sections 5.01(b), (c)(1), (j), (q) or (r), (ii) the Borrower shall fail to perform or observe the covenant contained in Section 5.01(a) and such failure remains unremedied for five (5) Business Days
or (iii) Borrower shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed, and such failure, in the case of this clause (iii), remains unremedied for thirty
(30) days after notice thereof shall have been given to the Borrower by the Administrative Agent; or 

(d)         The Borrower or any of its Subsidiaries shall fail to pay any principal
of or interest on any other Indebtedness which is outstanding in an aggregate principal amount of at least $100,000,000, or its equivalent in other currencies (in this clause (d) called “Material Indebtedness”), in the
aggregate when the same becomes due and payable (whether at scheduled maturity, by required prepayment, acceleration, demand or otherwise); or any other event shall occur or condition shall exist under any agreement or instrument relating to any
Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Material
Indebtedness, or to require the same to be prepaid or defeased (other than by a regularly required payment); or 

(e)         The Borrower or any of its Subsidiaries shall generally not pay its debts
as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its
Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its Property and such proceeding shall remain
undismissed or unstayed for a period of sixty (60) days; or the Borrower or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or 

(f)         (i) The Borrower or any of its Subsidiaries shall commence any case,
proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it,
or seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition with respect to it or its debts under any such law, or (B) seeking appointment
of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its Property, or the Borrower or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or
(ii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such
adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of ninety (90) days; or (iii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its Property which results in the entry of an order for any such relief which shall not have been vacated, discharged, or
stayed or bonded pending appeal within 

  
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sixty (60) days from the entry thereof; or (iv) the Borrower or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; 

(g)         A Change in Control shall occur; or 

(h)         The Majority Lenders shall determine in good faith (which determination
shall be conclusive) that the potential liabilities associated with the events set forth in clauses (i) through (vii) below, individually or in the aggregate, could have a Material Adverse Effect: 

(i)         The PBGC notifies a Plan pursuant to Section 4042 of
ERISA by service of a complaint, threat of filing a law suit or otherwise of its determination that an event described in Section 4042(a) of ERISA has occurred, a Plan should be terminated or a trustee should be appointed for a Plan; or 

(ii)         Any action is taken to terminate a Plan pursuant to its
provisions or the plan administrator files with the PBGC a notice of intent to terminate a Plan in accordance with Section 4041 of ERISA; or 

(iii)         Any action is taken by a plan administrator to have a
trustee appointed for a Plan pursuant to Section 4042 of ERISA; or 
 (iv)
        A return is filed with the Internal Revenue Service, or a Plan is notified by the Secretary of the Treasury that a notice of deficiency under Section 6212 of the Code has been mailed, with respect
to the tax imposed under Section 4971(a) of the Code for failure to meet the minimum funding standards established under Section 412 of the Code; or 

(v)         A Reportable Event occurs with respect to a Plan; or 

(vi)         Any action is taken to amend a Plan to become an
employee benefit plan described in Section 4021(b)(1) of ERISA, causing a Plan termination under Section 4041(e) of ERISA; or 

(vii)         The Borrower or any member of a Controlled Group
receives a notice of liability or demand for payment on account of complete withdrawal under Section 4203 of ERISA, partial withdrawal under Section 4205 of ERISA or on account of becoming secondarily liable for withdrawal liability
payments under Section 4204 of ERISA (sale of assets); or 
 (i)         The
Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge any judgment or order for the payment of money, either singly or in the aggregate, in excess of $100,000,000, which is not stayed on
appeal or otherwise being appropriately contested in good faith; 
 then, and in any such event, the Administrative Agent (i) shall at
the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances (other than Advances by an Issuing Bank or a Lender pursuant to Section 2.03(d)) and of each
Issuing Bank to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Advances, all
interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand,
protest or further notice of any 

  
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kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an Event of Default with respect to the Borrower of the kind referred to in
clause (e) or (f) above (A) the obligation of each Lender to make Advances (other than Advances by an Issuing Bank or a Lender pursuant to Section 2.03(d)) and of each Issuing Bank to issue Letters of Credit shall automatically
be terminated and (B) the Advances, all such interest and all such other amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the
Borrower. 
 SECTION 6.02.     Actions in Respect of Letters of Credit upon Default. If any
Event of Default shall have occurred and be continuing, the Administrative Agent may with the consent, or shall at the request, of the Majority Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or
otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, (a) pay to the Administrative Agent on behalf of the Lenders in same day funds at the Administrative Agent’s office designated in such demand,
for deposit in the LC Cash Collateral Account, an amount equal to 103% of the aggregate Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be
acceptable to the Majority Lenders. If at any time the Administrative Agent determines that any funds held in the LC Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the Lenders or that
the total amount of such funds is less than the aggregate Available Amount of all Letters of Credit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held
in the LC Cash Collateral Account, an amount equal to the excess of (a) such aggregate Available Amount over (b) the total amount of funds, if any, then held in the LC Cash Collateral Account that the Administrative Agent determines to be
free and clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent funds are on deposit in the LC Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank to the extent permitted by
applicable law. After all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such LC Cash Collateral
Account shall be returned to the Borrower. 
 ARTICLE 7 

THE ADMINISTRATIVE AGENT 

SECTION 7.01.         Authorization and Action. Each Lender hereby appoints
and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Advances), the Administrative Agent shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders;
provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or applicable law. The Administrative Agent
agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. 

SECTION 7.02.         Administrative Agent’s Reliance, Etc.
Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Lenders for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own
gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower), 

  
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independent public accountants and other experts selected by it and shall not be liable to the Lenders for any action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in
connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of the Borrower or to inspect the property
(including the books and records) of the Borrower or any of its Subsidiaries; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; (v) shall incur no liability to the Lenders under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by
telecopier, telegram, cable, telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing; (vii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the
Administrative Agent is required to exercise in writing as directed by the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01); and (vii) shall not
have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its
Affiliates in any capacity. 
 SECTION 7.03.         JPMorgan and
Affiliates. With respect to its Revolving Credit Commitment and the Advances made by it, JPMorgan shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Administrative
Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include JPMorgan in its individual capacity. JPMorgan and its Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if JPMorgan were not the Administrative
Agent and without any duty to account therefor to the Lenders. 
 SECTION
7.04.         Lender Credit Decision. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business
enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent or any
other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to
make, acquire or hold Advances hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder. 

SECTION 7.05.         Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower), ratably according to the respective amounts of their Revolving Credit Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 

  
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which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative
Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements found in a final-non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct. Without
limiting the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including
counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. 

SECTION 7.06.     Successor Administrative Agent. The Administrative Agent may resign at any time
by giving written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent that, unless a Default or Event of Default shall have occurred and
then be continuing, is reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring
Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United
States of America or of any State thereof and having total assets of at least $1,000,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any
retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this
Agreement. 
 SECTION 7.07.     Arrangers. Each Arranger, in its capacity as such, shall have no
obligation or responsibility hereunder and shall not become liable in any manner hereunder to any party hereto. 
 SECTION
7.08.      Certain ERISA Matters. 
 (a)         Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the
benefit of, the Administrative Agent, each Arranger their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true: 

(i)         such Lender is not using “plan assets” (within
the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Advances, the Letters of Credit or the Commitments, 

(ii)         the transaction exemption set forth in one or more PTEs,
such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain
transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving 

  
 53 







 
insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in,
administration of and performance of the Advances, the Letters of Credit, the Commitments and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith, 

(iii)         (A) such Lender is an investment fund managed by a
“Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Advances, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Commitments
and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the
requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Letters of
Credit, the Commitments and this Agreement, or 
 (iv)         such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. 

(b)         In addition, unless sub-clause
(i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the
immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such
Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that: 

(i)         none of the Administrative Agent, any Arranger or any of
their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related
to hereto or thereto), 
 (ii)         the Person making the
investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29
CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of
at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E), 

(iii)         the Person making the investment decision on behalf of
such Lender with respect to the entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general
and with regard to particular transactions and investment strategies (including in respect of the obligations), 

(iv)         the Person making the investment decision on behalf of
such Lender with respect to the entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the


  
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Code, or both, with respect to the Advances, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions
hereunder, and 
 (v)         no fee or other compensation is being
paid directly to the Administrative Agent, any Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Advances, the Letters of Credit, the Commitments or this Agreement. 

(c)         The Administrative Agent and each Arranger hereby informs the Lenders
that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions
contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Advances, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended
the Advances, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Advances, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in
connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or
collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early
termination fees or fees similar to the foregoing. 
 ARTICLE 8 

MISCELLANEOUS 

SECTION 8.01.     Amendments, Etc. Except as provided in Section 2.09, no amendment or waiver
of any provision of this Agreement or the Notes, nor consent to any departure by the Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Borrower and the Majority Lenders, or by the Borrower and the
Administrative Agent on behalf of the Majority Lenders; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Lenders required by the following or by the Administrative Agent with the
consent of such Lenders, do any of the following: (a) increase or extend the Revolving Credit Commitment of any Lender without the consent of such Lender, (b) reduce the principal of, or interest on, the Advances or any fees (other than
the Administrative Agent’s fee referred to in Section 2.04(c)) or other amounts payable hereunder or under the other Loan Documents to any Lender without the consent of such Lender (except that any amendment entered into pursuant to the
terms of Section 2.09 shall not constitute a reduction in the rate of interest for purposes of this clause (b)), (c) postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees (other than the
Administrative Agent’s fee referred to in Section 2.04(c)) or other amounts payable hereunder in each case payable to a Lender without the consent of such Lender, (d) change the second sentence of Section 2.14(a) without the
consent of each Lender, (e) change the percentage of the Revolving Credit Commitments or of the aggregate unpaid principal amount of the Advances which shall be required for the Lenders or any of them to take any action hereunder without the
consent of each Lender or (f) amend this Section 8.01 without the consent of each Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Issuing
Banks in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent or the Issuing Banks, as applicable, under this Agreement (it being understood that any change to Section 2.20 shall
require the consent of the Administrative Agent and each Issuing Bank). Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting 

  
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Lender, except with respect to any amendment, waiver or other modification referred to in clause (a), (b) or (c) of the first proviso of this paragraph and then only in the event such
Defaulting Lender shall be directly affected by such amendment, waiver or other modification. This Agreement and the agreement referred to in Section 2.04(c) and the Notes constitute the entire agreement of the parties with respect to the
subject matter hereof and thereof. Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Majority Lenders, the Administrative Agent and the Borrower
(x) to add one or more credit facilities to this Agreement and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and
the other Loan Documents with the Advances and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Majority Lenders and Lenders.
Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or
inconsistency. 
 SECTION 8.02.     Notices, Etc. 

(a)         Subject to clauses (b) through (e) below, all notices and other
communications provided for hereunder shall be in writing (including telecopier) and mailed, telecopied or delivered by hand: 

(i)         if to the Borrower: 

Coca-Cola Bottling Co. Consolidated 

4100 Coca-Cola Plaza 

Charlotte, NC 28211 

Attention: Executive Vice President & Chief Financial Officer 

Telephone No.: (704) 557-4000 

(ii)         if to the Administrative Agent or to JPMorgan as an
Issuing Bank: 
 JPMorgan Chase Bank, N.A. 

10 South Dearborn, L2 

Chicago, Illinois 60603 

Attention: Jonathan Dowdy 

Telephone No.: (312) 732-1891 

Telecopier No.: (888) 303-9732 

(iii)         if to any other Issuing Bank, to it at the address and
telecopy number specified from time to time by such Issuing Bank to the Borrower and the Administrative Agent; and 

(iv)         if to any Lender, at the Domestic Lending Office of such
Lender; or, as to the Borrower or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party
in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall be deemed to have been duly given or made (i) in the case of hand deliveries, when delivered by hand, (ii) in the case of mailed
notices, three 

  
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(3) Business Days after being deposited in the mail, postage prepaid, and (iii) in the case of telecopier notice, when transmitted and confirmed during normal business hours (or, if
delivered after the close of normal business hours, at the beginning of business hours on the next Business Day), except that notices and communications to the Administrative Agent pursuant to Article 2 or 7 shall not be effective until
received by the Administrative Agent. 
 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of
business on the next business day for the recipient). Notices delivered through the Platform, to the extent provided in paragraph (c) below, shall be effective as provided in said paragraph (c). 

(b)         The Administrative Agent or the Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to the Platform shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses
(i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient. 
 (c)         The Borrower agrees that the Administrative Agent
may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND
“AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM
VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE
LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO 

  
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HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 

(d)         Each Lender agrees that notice to it (as provided in the next sentence)
specifying that any Communications have been posted to the Platform shall constitute effective delivery of such Communications to such Lender for purposes hereof. Each Lender agrees (i) to provide to the Administrative Agent in writing
(including by electronic communication), promptly after the date of this Agreement, an e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing
notice may be sent to such e-mail address. 

(e)         Nothing herein shall prejudice the right of the Administrative Agent or
any Lender to give any notice or other communication pursuant hereto in any other manner specified herein. 
 SECTION
8.03.     No Waiver; Remedies. No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, and no course of dealing with respect to, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by
law. 
 SECTION 8.04.     Costs, Expenses and Indemnification. 

(a)         The Borrower agrees to pay and reimburse on demand (i) all
reasonable costs and expenses of the Administrative Agent and each Arranger in connection with the preparation, execution, delivery, administration, modification and amendment of this Agreement and the other documents to be delivered hereunder,
including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel, but limited to the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities
under this Agreement, (ii) all costs and expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all costs and expenses,
if any (including the reasonable and documented fees and out-of-pocket expenses of (x) one counsel to the Administrative Agent, each Issuing Bank and each of the
Lenders taken as a whole, and, if reasonably necessary, a single specialty or local counsel to the Administrative Agent, each Issuing Bank and each of the Lenders taken as a whole; provided that in the case of an actual or perceived conflict of
interest with respect to any of the foregoing counsel, one additional counsel to all affected Lenders similarly situated and taken as a whole), incurred by the Administrative Agent, any Issuing Bank or any Lender in connection with the enforcement
(whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable counsel fees and expenses in connection with the enforcement of rights
under this Section 8.04(a). Such reasonable fees and out-of-pocket expenses shall be reimbursed by the Borrower upon presentation to the Borrower of a statement of
account, regardless of whether this Agreement is executed and delivered by the parties hereto or the transactions contemplated by this Agreement are consummated. 

(b)         (i) The Borrower hereby agrees to indemnify the Administrative Agent,
each Arranger, each Issuing Bank, each Lender and each of their respective Affiliates and their respective officers, directors, employees, agents, advisors and representatives (each, an “Indemnified Party”) from and against any and
all direct claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with or relating to this Agreement or the transactions
contemplated 

  
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hereby or thereby or any use made or proposed to be made with the proceeds of the Advances or the Letters of Credit (including any refusal by an Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its
shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the conditions precedent set forth in Article 3 are satisfied or the other transactions
contemplated by this Agreement are consummated, except to the extent such direct claim, damage, loss, liability or expense (x) is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct, or (y) results from a claim brought by the Borrower against an Indemnified Party for breach in bad faith, or a material breach, of such
Indemnified Party’s express obligations hereunder or (z) arises out of, or result from, any investigation, litigation or proceeding that does not involve an act or omission by the Borrower or any of the Borrower’s Affiliates and that
is brought by an Indemnified Party against any other Indemnified Party (other than in its capacity as the Administrative Agent, an Issuing Bank, an Arranger, a Co-Syndication Agent, a Documentation Agent or
any other similar role with respect to the credit facility evidenced by this Agreement). 
 (ii)
        The Borrower hereby further agrees that (i) no Indemnified Party shall have any liability to the Borrower for or in connection with or relating to this Agreement or the transactions contemplated
hereby or thereby or any use made or proposed to be made with the proceeds of the Advances, except to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction
to have resulted from such Indemnified Party’s gross negligence or willful misconduct and (ii) the Borrower will not assert any claim against the Administrative Agent or any Lender, any of their respective Affiliates, or any of their
respective directors, officers, employees, attorneys or agents, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or relating to this Agreement or the actual or proposed use of any Advance. 

(c)         If any payment of principal of, or Conversion or Continuation of, any
Eurodollar Rate Advance of a Lender is made on a day other than the last day of an Interest Period for such Advance as a result of any optional or mandatory prepayment, acceleration of the maturity of the Advances pursuant to Section 6.01 or
for any other reason, the Borrower shall pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (other than loss of profit) which it may reasonably
incur as a result of such payment, Continuation or Conversion and the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Advance. A certificate as to the amount of such losses, costs and expenses,
submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. 

SECTION 8.05.         Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and permitted assigns, provided that the Borrower shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Lenders. 
 SECTION 8.06.        
Assignments and Participations. 
 (a)         Each Lender may, with notice
to and the consent of the Administrative Agent and the Issuing Banks and, unless an Event of Default shall have occurred and be continuing, the Borrower (provided that the Borrower shall be deemed to have consented to any such assignment
unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof) (such consents not to be unreasonably withheld), assign to one or more banks or


  
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other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Advances owing to it
and its participations in Letters of Credit); provided that: 
 (i)
        each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender under this Agreement, 

(ii)         except in the case of an assignment by a Lender to one
of its Affiliates or to another Lender, the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event (unless the Borrower and the Administrative Agent otherwise agree) be less than the lesser of (x) such Lender’s Revolving Credit Commitment hereunder and (y) $5,000,000 or an integral multiple of
$1,000,000 in excess thereof, 
 (iii)         each such assignment
shall be to an Eligible Assignee, 
 (iv)         the parties to
each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and 

(v)         the parties to each such assignment (other than the
Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500. 
 Upon such execution, delivery, acceptance
and recording, from and after the Closing Date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto). 
 (b)         By
executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and
Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received
a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take
such action as administrative 

  
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agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. 

(c)         Upon its receipt of an Assignment and Acceptance executed by an assigning
Lender and an assignee representing that it is an Eligible Assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed (and the Borrower and the Administrative Agent shall have consented to the relevant assignment)
and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the
Borrower. 
 (d)         The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the
names and addresses of each of the Lenders and, with respect to Lenders, the Revolving Credit Commitment of, and principal amount (and stated interest) of the Advances owing to, each such Lender from time to time (the “Register”).
The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for
the purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. 

(e)         Each Lender may sell participations to one or more Persons (other than
any Ineligible Institution) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment and the Advances owing to it); provided,
however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Revolving Credit Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement, (iv) in any proceeding under the Federal Bankruptcy Code in respect of the Borrower, such Lender shall remain and be, to the fullest extent permitted by law, the sole representative
with respect to the rights and obligations held in the name of such Lender (whether such rights or obligations are for such Lender’s own account or for the account of any participant), (v) no participant under any such participation
agreement shall have any right to approve any amendment or waiver of any provision of this Agreement, or to consent to any departure by the Borrower therefrom, except to the extent that any such amendment, waiver or consent would (x) reduce the
principal of, or interest on, the Notes, in each case to the extent the same are subject to such participation, or (y) postpone any date fixed for the payment of principal of, or interest on, the Advances, in each case to the extent the same
are subject to such participation and (vi) each participant shall be entitled to the benefits of, and subject to the limitations of, Sections 2.12 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment,
provided that (A) such participant agrees to be subject to the provisions of Section 2.15(g) and Section 2.17 as if it were an assignee under paragraph (b) of this Section and (B) no participant shall be entitled to the
benefits of Section 2.15 unless such participant complies with Section 2.15(e) as if it were a Lender (it being understood that the documentation required thereunder shall be delivered to the participating Lender). Each Lender that sells a
participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.15(g) with respect to any participant. Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest)
of each participant’s 

  
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interest in the obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the
Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in the obligations under this Agreement) except to the extent that such disclosure is necessary to establish
that such interest is in registered form under United States Treasury Regulations Section 5f.103-1(c) and Proposed Treasury Regulations 1.163-5(b) (or any amended
or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary. 
 (f)         Any
Lender may, in connection with any permitted assignment or participation or proposed assignment or participation pursuant to this Section 8.06 and subject to the provisions of Section 8.12, disclose to the assignee or participant or
proposed assignee or participant any information relating to the Borrower or any of its Subsidiaries or Affiliates furnished to such Lender by or on behalf of the Borrower. 

(g)         Notwithstanding any other provision set forth in this Agreement, any
Lender may at any time, without the consent of the Administrative Agent or the Borrower, create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it) in favor of any
Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board. 
 (h)
        Notwithstanding any other provision set forth in this Agreement, any Lender may at any time, without the consent of the Administrative Agent or the Borrower (but with notice to the Administrative Agent
and the Borrower), assign to an Affiliate of such Lender all or any portion of its rights (but not its obligations) under this Agreement. 

SECTION 8.07.     Governing Law; Submission to Jurisdiction. This Agreement shall be governed by,
and construed in accordance with, the law of the State of New York. The Borrower hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court, in each case
sitting in the Borough of Manhattan, for the purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower hereby irrevocably appoints CT Corporation System (the “Process
Agent”), with an office on the date hereof at 111 8th Avenue, 13th Floor, New York, New York 10011, as its agent and true
and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Borrower and its Property service of the copies of the summons and complaint and any
other process which may be served in any such legal proceedings brought in any such court, and the Borrower agrees that the failure of the Process Agent to give any notice of any such service of process to the Borrower shall not impair or affect the
validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. The Borrower irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. 

SECTION 8.08.     Severability. In case any provision in this Agreement shall be held to be
invalid, illegal or unenforceable, such provision shall be severable from the rest of this Agreement, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

SECTION 8.09.     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 

  
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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. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent. 

SECTION 8.10.     Survival.    The obligations of the Borrower under
Sections 2.02(b), 2.12, 2.15 and 8.04, and the obligations of the Lenders under Section 7.05, shall survive the repayment of the Advances and the termination of the Commitments. In addition, each representation and warranty made, or deemed
to be made by any Notice of Borrowing, herein or pursuant hereto shall survive the making of such representation and warranty, and no Lender shall be deemed to have waived, by reason of making any Advance, any Default or Event of Default that may
arise by reason of such representation or warranty proving to have been false or misleading. 
 SECTION
8.11.     Waiver of Jury Trial. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 SECTION
8.12.     Confidentiality. Each Lender agrees to hold any Information which it may receive from the Borrower or any of its Subsidiaries or Affiliates pursuant to this Agreement in confidence and for use in connection with
this Agreement, including without limitation for use in connection with its rights and remedies hereunder, except for disclosure (a) to other Lenders and their respective Affiliates, (b) to legal counsel, accountants, and other
professional advisors to such Lender, (c) to regulatory officials, (d) as requested pursuant to or as required by law, regulation, or legal process, (e) in connection with any legal proceeding to which such Lender is a party,
(f) to a proposed assignee or participant permitted under Section 8.06 which shall have agreed in writing to keep such disclosed confidential information confidential in accordance with this Section and (g) on a confidential basis to
(1) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of
identification numbers with respect to the credit facilities provided for herein. For the purposes of this Section, “Information” means all information received from the Borrower or any of its Subsidiaries or Affiliates relating to
the Borrower or any of its Subsidiaries or Affiliates or their respective businesses, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a
non-confidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers,
that serve the lending industry. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

  
 63 







 EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY
PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS AFFILIATES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH
THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 
 ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS
AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC
INFORMATION ABOUT THE BORROWER AND ITS AFFILIATES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY
RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW. 

SECTION 8.13.         Nonliability of Lenders; No Advisory or Fiduciary
Responsibility. The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and
each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an
agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions
contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with
its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower
with respect thereto. 
 The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’
understanding, that each Credit Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any
Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and
other obligations) of, the Borrower, its Subsidiaries and other companies with which the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any
Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. 

In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit
Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests
regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the 

  
 64 







 
transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit
Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower or any of
its Subsidiaries, confidential information obtained from other companies. 
 SECTION 8.14.     USA
PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the
Borrower in accordance with the Patriot Act. 
 SECTION 8.15.     Interest Rate Limitation.
Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Advance, together with all fees, charges and other amounts which are treated as interest on such Advance under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Advance in accordance with applicable law, the rate
of interest payable in respect of such Advance hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such
Advance but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Advances or periods shall be increased (but not above the Maximum Rate therefor)
until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender. 

SECTION 8.16.     Acknowledgement and Consent to Bail-In of
EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial
Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a)         the application of any Write-Down and Conversion Powers by an EEA
Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 

(b)         the effects of any Bail-In Action
on any such liability, including, if applicable: 
 (i)         a
reduction in full or in part or cancellation of any such liability; 
 (ii)
        a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it
or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 

(iii)         the variation of the terms of such liability in
connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. 
 [Signature Pages Follow] 

  
 65 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first above written. 
  

					
	COCA-COLA BOTTLING CO. CONSOLIDATED,
as the Borrower
		
	By	 	 /s/ David M. Katz

		 	Name:	 	David M. Katz
		 	Title:	 	 Executive Vice President and
 Chief Financial
Officer



 Signature Page to Second Amended and Restated Credit Agreement 

Coca-Cola Bottling Co. Consolidated 






 
					
	JPMORGAN CHASE BANK, N.A., individually as a Lender, as an Issuing Bank and as Administrative Agent
		
	By  	 	 /s/ Antje Focke

		 	Name:	 	Antje Focke
		 	Title:	 	Executive Director


 Signature Page to Second Amended and Restated Credit Agreement 

Coca-Cola Bottling Co. Consolidated 






 
					
	 CITIBANK, N.A., individually as a Lender, as an Issuing Bank and as a
Co-Syndication Agent

		
	 By  
	 	 /s/ Carolyn Kee

		 	 Name:
	 	 Carolyn Kee

		 	 Title:
	 	 Vice President



 Signature Page to Second Amended and Restated Credit Agreement 

Coca-Cola Bottling Co. Consolidated 






 
					
	WELLS FARGO BANK, NATIONAL ASSOCIATION, individually as a Lender, as an Issuing Bank and as a Co-Syndication Agent
		
	 By  
	 	 /s/ Ekta Patel

		 	 Name:
	 	 Ekta Patel

		 	 Title:
	 	 Director



 Signature Page to Second Amended and Restated Credit Agreement 

Coca-Cola Bottling Co. Consolidated 






 
					
	PNC BANK, NATIONAL ASSOCIATION, individually as a Lender, as an Issuing Bank and as a Co-Syndication Agent
		
	 By  
	 	 /s/ Krutesh Trivedi

		 	 Name:
	 	 Krutesh Trivedi

		 	 Title:
	 	 Vice President



 Signature Page to Second Amended and Restated Credit Agreement 

Coca-Cola Bottling Co. Consolidated 






 
					
	BRANCH BANKING & TRUST COMPANY, individually as a Lender and as a Documentation Agent
		
	 By  
	 	 /s/ Stuart M. Jones

		 	 Name:
	 	 Stuart M. Jones

		 	 Title:
	 	 Senior Vice President



 Signature Page to Second Amended and Restated Credit Agreement 

Coca-Cola Bottling Co. Consolidated 






 
					
	 SOUTH STATE BANK, as a Lender

		
	 By  
	 	 /s/ Cutter D. Davis, Jr.

		 	 Name:
	 	 Cutter D. Davis, Jr.

		 	 Title:
	 	 Executive Vice President



 Signature Page to Second Amended and Restated Credit Agreement 

Coca-Cola Bottling Co. Consolidated 






 
					
	COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender
		
	By  	 	 /s/ Sarah Fleet

		 	Name:	 	Sarah Fleet
		 	Title:	 	Vice President
		
	By  	 	 /s/ Chris Grimes

		 	Name:	 	Chris Grimes
		 	Title:	 	Executive Director


 Signature Page to Second Amended and Restated Credit Agreement 

Coca-Cola Bottling Co. Consolidated 






 SCHEDULE I 

Lenders and Commitments 
  

					
	Lender	  	Revolving Credit
Commitment	 
	 JPMORGAN CHASE BANK, N.A.
	  	 	$100,000,000	 
		
	 CITIBANK, N.A.
	  	 	$95,000,000	 
		
	 WELLS FARGO BANK, NATIONAL ASSOCIATION
	  	 	$95,000,000	 
		
	 PNC BANK, NATIONAL ASSOCIATION
	  	 	$95,000,000	 
		
	 BRANCH BANKING & TRUST COMPANY
	  	 	$65,000,000	 
		
	 SOUTH STATE BANK
	  	 	$25,000,000	 
		
	 COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH
	  	 	$25,000,000	 
	
	  
	 
		
	 Total
	  	 	$500,000,000	 







 SCHEDULE II 

EXISTING LIENS 

NONE 






 SCHEDULE III 

LITIGATION 

NONE 






 SCHEDULE IV 

SUBSIDIARIES AND MATERIAL SUBSIDIARIES 
  

							
	Entity’s Legal Name	  	 Incorporated/

Organized
	  	Ownership By	  	 Percent

Owned

				
	 Material Subsidiaries:
	  		  		  	
				
	 CCBCC Operations, LLC
	  	DE	  	 Coca-Cola Bottling Co. Consolidated
	  	100%
				
	 CCBC of Wilmington, Inc.
	  	DE	  	 Piedmont Coca-Cola Bottling Partnership
	  	100%
				
	 Coca-Cola Ventures, Inc.
	  	DE	  	 Coca-Cola Bottling Co. Consolidated
	  	100%
				
	 Piedmont Coca-Cola Bottling Partnership
	  	DE	  	 Coca-Cola Ventures, Inc.
	  	77%
				
	 Red Classic Transportation Services, LLC
	  	NC	  	 Red Classic Services, LLC
	  	100%
				
	 Tennessee Soft Drink Production Company
	  	TN	  	 CCBCC Operations, LLC
	  	100%
				
	 Other Subsidiaries:
	  		  		  	
				
	 CCBCC, Inc.
	  	DE	  	 Coca-Cola Bottling Co. Consolidated
	  	100%
				
	 Chesapeake Treatment Company, LLC
	  	NC	  	 CCBCC Operations, LLC
	  	100%
				
	 Consolidated Beverage Co.
	  	DE	  	 Coca-Cola Bottling Co. Consolidated
	  	100%
				
	 Consolidated Real Estate Group, LLC
	  	NC	  	 Coca-Cola Bottling Co. Consolidated
	  	100%
				
	 Data Ventures, Inc.
	  	NC	  	 Coca-Cola Bottling Co. Consolidated
	  	100%
				
	 Heath Oil Co., Inc.
	  	SC	  	 CCBCC Operations, LLC
	  	100%
				
	 TXN, Inc.
	  	DE	  	 Data Ventures, Inc.
	  	100%
				
	 Swift Water Logistics, Inc.
	  	NC	  	 Coca-Cola Bottling Co. Consolidated
	  	100%
				
	 Data Ventures Europe, BV
	  	Netherlands	  	 Data Ventures, Inc.
	  	100%
				
	 Equipment Reutilization Solutions, LLC
	  	NC	  	 CCBCC Operations, LLC
	  	100%
				
	 Red Classic Services, LLC
	  	NC	  	 Coca-Cola Bottling Co. Consolidated
	  	100%
				
	 Red Classic Equipment, LLC
	  	NC	  	 Red Classic Services, LLC
	  	100%
				
	 Red Classic Transit, LLC
	  	NC	  	 Red Classic Transportation Services, LLC
	  	100%
				
	 Red Classic Contractor, LLC
	  	NC	  	 Red Classic Transportation Services, LLC
	  	100%







 SCHEDULE V 

PERMITTED INDEBTEDNESS 

1.         Lease Agreement, dated as of December 18, 2006, between the CCBCC
Operations, LLC and Beacon Investment Corporation, related to the Borrower’s corporate headquarters and an adjacent office building in Charlotte, North Carolina. 

2.         Lease Agreement, dated as of December 15, 2000, between the Borrower
and Harrison Limited Partnership One, related to the Snyder Production Center in Charlotte, North Carolina and a distribution center adjacent thereto. The Borrower reserves the right to assign this lease to a Subsidiary. 

3.         Lease Agreement, dated as of January 3, 2011, between the Borrower and
Crown-Raleigh III, LLC, related to the Borrower’s sales distribution facility in Clayton, North Carolina. The Borrower reserves the right to assign this lease to a Subsidiary. 

4.         Lease Agreement, dated as of January 13, 2011, between the Borrower
and DCT Mid South Logistics V LP, related to the Borrower’s sales distribution facility in LaVergne, Tennessee. The Borrower reserves the right to assign this lease to a Subsidiary. 

5.         Lease Agreement, dated as of June 11, 2015, between CCBCC Operations,
LLC and CK-Childress Klein #8(A) Limited Partnership, related to the Borrower’s call center in Charlotte, North Carolina. 

6.         Lease Agreement, dated as of October 28, 2016, between CCBCC
Operations, LLC and Graham O’Kelly Partnership, related to the Borrower’s distribution facility in Bishopville, South Carolina. 






 EXHIBIT A 

NOTICE OF BORROWING 
 JPMorgan Chase Bank, N.A.,
as Administrative 
 Agent for the Lenders parties 

to the Credit Agreement 

referred to below 
 [10 South
Dearborn, 7th Floor 
 Chicago, Illinois 60603 

Attention: Darren Cunningham] 

[Date] 
 Ladies and Gentlemen:

 The undersigned, Coca-Cola Bottling Co. Consolidated (the “Borrower”), refers to the Second Amended and
Restated Credit Agreement, dated as of June 8, 2018 (as from time to time amended, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto
and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing (the “Proposed
Borrowing”) under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing as required by Section 2.02(a) of the Credit Agreement: 

(i)         The Business Day of the Proposed Borrowing is ___________ __, _____. 

(ii)        The Type of Advances initially comprising the Proposed
Borrowing is [Base Rate Advances] [Eurodollar Rate Advances]. 
 (iii)        The
amount of the Proposed Borrowing is $___________. 

[(iv)        The initial Interest Period for each Advance made as part
of the Proposed Borrowing is ______ month[s]]1. 
 The undersigned
hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: 

(a)        the representations and warranties contained in
Section 4.01 of the Credit Agreement (excluding, in the case of a Borrowing after the initial Borrowing, the Excluded Representations) are correct in all material respects, before and after giving effect to the Proposed Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such
earlier date); 
  
  

	1 	 For Eurodollar Rate Advances only. 



  
 Exhibit A-1 







 (b)         no event has
occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or a Default. 

 

			
	Very truly yours,
	
	COCA-COLA BOTTLING CO. CONSOLIDATED
		
	By	 	  

		 	Title:


  

  
 Exhibit A-2 







 EXHIBIT B 

ASSIGNMENT AND ACCEPTANCE 
 Dated
____________ __, _____ 
 Reference is made to the Second Amended and Restated Credit Agreement dated as of June 8,
2018 (as from time to time amended, the “Credit Agreement”) among Coca-Cola Bottling Co. Consolidated, a Delaware corporation (the “Borrower”), the Lenders (as defined in the Credit Agreement) and JPMorgan Chase
Bank, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning. 

_____________ (the “Assignor”) and _____________ (the “Assignee”) agree as follows: 

1.         Effective on the Effective Date (as defined below), and subject to payment
to the Assignor specified in Schedule 1, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor’s rights and obligations under the
Credit Agreement as of the date hereof which represents the percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Credit Agreement, including, without limitation, such interest in the Assignor’s
Revolving Credit Commitment and the Advances owing to the Assignor. After giving effect to such sale and assignment, the Assignee’s Revolving Credit Commitment and the amount of the Advances owing to the Assignee will be as set forth in
Schedule 1. 
 2.         Effective on the Effective Date, Assignor
(i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of
its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to any requirements under applicable law for the
Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from time to time. 

3.         The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and
Acceptance; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf
and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; [and] (vi) specifies as its Domestic Lending Office (and address for notices) and Eurodollar Lending Office the offices set
forth beneath its name on the signature pages hereof [and (vii) attaches the forms prescribed by the Internal Revenue Service of the United States 

  
 Exhibit B-1 







 
certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit
Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty].1 
 4.         Following the
execution of this Assignment and Acceptance by the Assignor and the Assignee and the consent of the Borrower, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The Effective Date of this
Assignment and Acceptance shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto (the “Effective Date”). 

5.         Upon such acceptance and recording by the Administrative Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 

6.         Upon such acceptance and recording by the Administrative Agent, from and
after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest, Letter of Credit fees and Facility
Fee with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves. 

7.         This Assignment and Acceptance shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this
Assignment and Acceptance by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Acceptance through the Platform shall be effective as delivery of a manually
executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. 

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers
thereunto duly authorized, as of the date first above written, such execution being made on Schedule 1 hereto. 
  

 

	1 	 If the Assignee is organized under the laws of a jurisdiction outside the United States.




  
 Exhibit B-2 







 SCHEDULE 1 

to 
 ASSIGNMENT AND ACCEPTANCE 

 

			
	 Percentage assigned to Assignee
	 	_______________%    
		
	 Assignee’s Revolving Credit Commitment
	 	$______________
		
	 Aggregate outstanding principal amount of Advances assigned
	 	$______________
		
	 Consideration payable by Assignee to Assignor
	 	$______________
		
	 Effective Date (if other than date of acceptance by Administrative Agent)*
	 	__________ __, _____

  

			
	 [NAME OF ASSIGNOR], as Assignor

		
	 By
	 	  

		 	 Title:



  
  

	* 	 This date should be no earlier than the date of acceptance by the Administrative Agent. 









 
			
	 [NAME OF ASSIGNEE], as Assignee

		
	 By
	 	  

		 	 Title:

	
	 Domestic Lending Office:

	
	 Eurodollar Lending Office:



 Accepted this ____ day 

    of _______, _____ 

JPMORGAN CHASE BANK, N.A., as 

    Administrative Agent 
  

			
	By	 	  

		 	Title:
	
	CONSENTED TO:
	
	COCA-COLA BOTTLING CO. CONSOLIDATED
		
	By	 	  

		 	Title:







 EXHIBIT C 

FORM OF OPINION OF SPECIAL COUNSEL TO THE BORROWER 

Attached 






 June ___, 2018 

JPMorgan Chase Bank, N.A., as Agent (as defined below) 

10 South Dearborn Street, L2 
 Chicago, Illinois 60603 

The Lenders identified on Schedule I attached hereto 
  

	 	Re:	 Second Amended and Restated Credit Agreement 



Ladies and Gentlemen: 

We have acted as counsel to Coca-Cola Bottling Co. Consolidated, a Delaware corporation (the “Borrower”), in
connection with that certain Second Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of the date hereof, among the Borrower, the lenders named therein (the “Lenders”), and JPMorgan Chase Bank,
N.A., as Administrative Agent (in such capacity, the “Agent”). This opinion letter is delivered to you pursuant to Section 3.01(d) of the Credit Agreement. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings assigned to them in the Credit Agreement. 
 In rendering this opinion, we have examined the following
documents (items (a) and (b) below are referred to as the “Loan Documents”), all dated the date hereof unless otherwise indicated: 
  

	 	(a)	 the Credit Agreement; and 



 

	 	(b)	 the Notes. 



We have also examined the originals, or copies certified or otherwise identified to our satisfaction, of such other records of
the Borrower, certificates of public officials, officers of the Borrower, and other persons, and agreements, instruments and other documents, and have made such other investigation, as we have deemed necessary as a basis for the opinions expressed
below. As to various questions of fact material to our opinion, we have relied upon, and assumed without independent investigation the accuracy of, the representations made by the parties to the Loan Documents (other than those which are expressed
as our opinions). 
 In rendering the opinions expressed herein, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such copies. For the purposes of the
opinions hereinafter expressed, we have further assumed (i) the legal capacity of all natural persons executing any Loan Document; (ii) that there is no oral or written statement or agreement, course of performance, course of dealing or
usage of trade that modifies, amends or varies any of the terms of any Loan Document; (iii) that as to factual matters any certificate, representation or other document upon which we have relied and which was given or dated earlier than the
date of this letter, continues to remain accurate, insofar as relevant to the opinions contained herein, from such earlier date through and including the date hereof; (iv) that there has been no mutual mistake of fact, or misrepresentation,
fraud or deceit in connection with the execution, delivery, performance under, or transactions contemplated by, the Loan Documents; (v) due authorization, execution and delivery of the Loan Documents by all parties thereto other than the
Borrower, and that each such Loan Document is valid, binding and enforceable against all parties thereto other than the Borrower; (vi) that each of the 







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parties to the Loan Documents other than the Borrower has the power and authority to execute and deliver the Loan Documents to which it is party, and to perform its obligations thereunder;
(vii) that the execution and delivery by the Borrower of the Loan Documents and the performance by the Borrower of its obligations thereunder will not violate any of the terms, conditions or provisions of any law or regulation (other than any
law or regulation of the State of North Carolina, the Delaware General Corporation Law or federal law or regulation), order, writ, injunction or decree of any governmental authority; and (viii) that if any party to any Loan Document other than
the Borrower seeks to enforce its rights thereunder, such enforcement shall occur only under circumstances which are consistent with applicable law and provisions of the relevant Loan Document. 

The opinions set forth herein are limited to matters governed by the laws of North Carolina, the Delaware General Corporation
Law and the federal laws of the United States, and no opinion is expressed herein as to the laws of any other jurisdiction. We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer admitted to
practice law in North Carolina exercising customary professional diligence would reasonably recognize as being directly applicable to the Borrower or the transactions contemplated in the Loan Documents. Without limiting the generality of the
foregoing, we express no opinion concerning the following legal issues or the application of any such laws or regulations to the matters on which our opinions are referenced: 

(i)    other than as expressly set forth in paragraph 8 below, federal and state
securities laws and regulations; 
 (ii)    Federal Reserve Board margin regulations;

 (iii)    pension and employee benefit laws and regulations; 

(iv)    federal and state antitrust and unfair competition laws and regulations, including
without limitation the Hart-Scott-Rodino Antitrust Improvements Act of 1976; 

(v)    federal and state laws and regulations concerning document filing requirements and
notice; 
 (vi)    compliance with fiduciary duty requirements; 

(vii)    the statutes, administrative decisions, and rules and regulations of county,
municipal and special political subdivisions, whether state-level, regional or otherwise; 

(viii)    fraudulent transfer laws; 

(ix)    federal and state environmental laws and regulations; 

(x)    federal and state tax laws and regulations; 

(xi)    federal and state land use and subdivision laws and regulations; 







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 (xii)    federal patent, copyright and
trademark, state trademark, and other federal and state intellectual property laws and regulations; 

(xiii)    federal and state laws, regulations and policies concerning national and local
emergency; 
 (xiv)    state and federal regulatory laws or regulations specifically
applicable to any entity solely because of the business in which it is engaged; 

(xv)    federal and state laws and regulations concerning the condition of title to any
property, the priority of any security interest or lien, or the perfection of a lien or security interest in personal property; 

(xvi)    laws, rules and regulations relating to money laundering and terrorist groups,
including without limitation the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”), Public Law
107-56, 115 Stat. 380 (October 26, 2001), as amended, Executive Order 13224, the Trading with the Enemy Act, 50 App. U.S.C. 1, et. seq., any similar or related law and the
rules and regulations (temporary or permanent) promulgated under the foregoing or by the Office of Foreign Assets Control of the United States Department of Treasury, as each is amended from time to time; or 

(xvii)    the Wall Street Transparency and Accountability Act of 2010, Title VII of the
Dodd-Frank Wall Street Reform and Consumer Protection Act, Public Law No. 111-203, 124 Stat. 1376 (2010) and the rules and regulations issued in connection therewith (“Dodd-Frank”). 

Based on the foregoing, and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion
that: 
 1.    Based solely upon a good standing certificate issued by the Delaware Secretary of State,
the Borrower is a corporation in good standing under the laws of the State of Delaware. 
 2.    The
Borrower has adequate corporate power to execute, deliver and perform its obligations under the Loan Documents. 

3.    The execution and delivery by the Borrower of the Loan Documents and the performance by it of its
agreements under such documents have been duly authorized by all requisite corporate action on the part of the Borrower. The Borrower has duly executed and delivered the Loan Documents. 

4.    The Loan Documents provide that they shall be governed by, and construed in accordance with, New
York law. If, notwithstanding such choice of law provision, a North Carolina court were to hold that any such Loan Document is governed by, and to be construed in accordance with, the internal laws of the State of North Carolina, such Loan Document
would be, under the internal laws of the State of North Carolina, the valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 







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 5.    The execution and delivery by the Borrower of the
Loan Documents, and the performance by the Borrower of its agreements under such documents, do not (a) violate the Borrower’s certificate of incorporation or bylaws, (b) violate any (i) North Carolina statute, rule or regulation,
(ii) the Delaware General Corporation Law or (iii) any federal statute, rule or regulation, in each case that a lawyer admitted to practice law in North Carolina exercising customary professional diligence would reasonably recognize as
being directly applicable to the Borrower or the transactions contemplated in the Loan Documents or (c) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under the agreements set forth on
Schedule II hereto or cause the creation of any security interest or lien upon any of the property of the Borrower pursuant to any such agreements (except that we express no opinion with respect to matters which require the performance of a
mathematical calculation or the making of a financial or accounting determination). 
 6.    The
Borrower is not required to obtain any consent, approval, authorization, or make any filing (a) with, any United States federal or State of North Carolina governmental or regulatory agency or (b) under the Delaware General Corporation Law,
to authorize its execution and delivery of, or to make valid and binding, the Loan Documents, except for those (i) obtained or made prior to the date hereof and (ii) specified in the Loan Documents. 

7.    We do not represent the Borrower in any action, suit or proceeding before any court, governmental
agency or arbitrator, pending or overtly threatened in writing against the Borrower, which seeks to affect the enforceability of any of the Loan Documents. 

8.    Based on the factual certifications in an officer’s certificate delivered to our firm in
connection with this letter, the Borrower is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

The opinion set forth in paragraph 4 is subject to the following qualifications: 

(a)    enforceability may be limited by any applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally; 

(b)    enforcement of the Loan Documents is subject both to general principles of equity
and to considerations of public policy, including the requirement that the parties thereto act with commercial reasonableness and in good faith to the extent required by applicable law, the application of which may deny certain rights and may be
applied by a court of proper jurisdiction, regardless of whether such enforceability is considered in a proceeding in equity or at law. For purposes of this paragraph, the terms “general principles of equity” and “considerations of
public policy” may include, but are not limited to, issues related to the right to or obligation of the appointment of a receiver in certain circumstances; the ability of an entity to appoint an attorney-in-fact; fiduciary obligations of attorneys-in-fact; the enforceability of usury savings clauses; the enforceability of
confessions of judgment; waiver of procedural, substantive, or constitutional rights, including, without limitation, the right of statutory or equitable redemption; disclaimers or limitations of liability; waiver of defenses; waiver of acceleration
rights through historical acceptance of late payments; the exercise of self-help or other remedies without judicial process; accounting for rent or sale proceeds; requirements of mitigation of damages; and








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enforcement of default interest provisions. Any provision waiving a right to jury trial is unenforceable as against public policy pursuant to N.C. Gen. Stat.
§ 22B-10; 
 (c)    the enforceability
and availability of certain remedies, rights and waiver provisions may be limited or rendered ineffective by applicable law, although the inclusion of such provisions does not affect the validity or lien of any Loan Document as a whole, and subject
to the other exceptions noted herein, there exist legally adequate remedies for the realization of the principal benefits afforded thereby; 

(d)    we call to your attention that N.C. Gen. Stat.
§ 6-21.2 sets forth the procedures and limitations applicable to the collection of attorneys’ fees and accordingly, any provision in the Loan Documents relating to the ability to collect
attorneys’ fees upon default are subject to those limitations; 
 (e)    we express
no opinion as to the enforceability of any provision of the Loan Documents denying the holder of any lien inferior to the liens created by the Loan Documents the ability to require the Agent to marshal assets; 

(f)    we express no opinion as to the right to obtain a receiver, which determination is
subject to equitable principles; 
 (g)    we express no opinion with respect to any
provision of the Loan Documents providing that the acceptance by the Agent of a past due installment or other performance by a party shall not be deemed a waiver of its right to accelerate the loan or other payment obligation. A North Carolina Court
of Appeals has held that when the holder of a promissory note regularly accepted late payments, such holder is deemed to have waived its right to accelerate the debt because of late payments until it notifies the maker that prompt payments are again
required. Driftwood Manor Investors v. City Federal Savings & Loan Association, 63 N.C. App. 459, 305 S.E. 2d 204 (1983); 

(h)    we express no opinion with respect to any provision of the Loan Documents which
requires that any amendments or waivers to the Loan Documents must be in writing; 

(i)    we express no opinion as to the enforceability of any provision of the Loan
Documents which directs the application of sale proceeds other than as required by N.C. Gen. Stat. § 25-9-615; 

(j)    we express no opinion with respect to any consent to venue, jurisdiction or service
of process provisions; 
 (k)    we express no opinion with respect to any choice of law
provision; 
 (l)    we express no opinion with respect to any severability provision;

 (m)    we express no opinion with respect to any right of set-off; 







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 (n)    we express no opinion with respect
to any provision of the Loan Documents purporting to require a party to pay or reimburse attorneys’ fees incurred by another party or to indemnify another party therefor which may be limited by applicable law and public policy; 

(o)    we express no opinion with respect to any waiver of the statute of limitations
contained in the Loan Documents; 
 (p)    we express no opinion as to the
enforceability of any provision in the Loan Documents that purports to excuse a party for liability for its own acts; 

(q)    we express no opinion as to the enforceability of any provision in the Loan
Documents that purports to make void any act done in contravention thereof; 
 (r)    we
express no opinion with respect to any provision purporting to prohibit, restrict, or condition the assignment of rights to the extent such restriction on assignability is governed by the Uniform Commercial Code; 

(s)    we express no opinion as to the enforceability of any provision in the Loan
Documents that purports to authorize a party to act in its sole discretion, that imposes liquidated damages, penalties, late payment charges or an increase in interest rate after default (in the event such late payment charges or increase in
interest rate is deemed to be a penalty or is otherwise contrary to public policy) or that relates to evidentiary standards or other standards by which any of the Loan Documents is to be construed; 

(t)    we express no opinion as to the enforceability of provisions of the Loan Documents
providing for the indemnification of or contribution to a party with respect to such party’s own negligence or willful misconduct or where such indemnification or contribution is otherwise contrary to public policy; 

(u)    we express no opinion as to the enforceability of any provision intended to act as
a savings clause; and 
 (v)    we express no opinion with respect to the effectiveness,
validity or enforceability of any provision of the Loan Documents which relates to European Union Directive 2014/59/EU, the associated EU implementing legislation, or any law or regulation of any relevant member of the European Economic Area which
implements such directive. 
 Our opinion is rendered solely in connection with the transactions contemplated under the Loan
Documents and may not be relied upon for any other purpose or in any manner by any person or entity other than the addressees hereof, except that we hereby consent to reliance hereon by any future assignee (collectively, the “Reliance
Parties”) of your rights and obligations under the Credit Agreement pursuant to an assignment that is made and consented to in accordance with the express provisions of Section 8.06(a) of the Credit Agreement, on the condition and
understanding that (i) this letter speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this letter, to consider its applicability or correctness to any person other than its addressee(s), or to take
into account changes in law, facts or any other developments of which we may later become aware, (iii) any such reliance by a 







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Reliance Party must be actual and reasonable under the circumstances existing at the time of assignment, including any changes in law, facts or any other developments known to or reasonably
knowable by the Reliance Party at such time, (iv) in no event shall any such assignee have any greater rights with respect hereto than did the addressees, and (v) our consent to such reliance shall in no event constitute a reissuance of
the opinions expressed herein or otherwise extend any statute of limitations applicable hereto on the date hereof. 
 No
copies of this opinion may be delivered or furnished to any other party other than a Reliance Party, nor may all or portions of this opinion be quoted, circulated or referred to in any other document without our prior written consent, except that
copies of this opinion may be provided to any regulatory agency having supervisory authority over a Reliance Party and except that this opinion may be used in connection with the assertion of a defense as to which this opinion is relevant and
necessary or in response to a court order or other legal process. The opinions expressed in this letter are rendered as of the date hereof and we express no opinion as to circumstances or events or change in applicable law that may occur subsequent
to such date. 
 Very truly yours, 






 Schedule I 

Lenders 
 JPMORGAN CHASE BANK, N.A. 

CITIBANK, N.A. 
 WELLS FARGO BANK, NATIONAL ASSOCIATION 

PNC BANK, NATIONAL ASSOCIATION 
 BRANCH BANKING AND TRUST
COMPANY 
 SOUTH STATE BANK 
 COÖPERATIEVE RABOBANK U.A.,
NEW YORK BRANCH 






 Schedule II 

Reviewed Agreements 

Supplemental Indenture, dated as of March 3, 1995, between the Borrower and The Bank of New York Mellon Trust Company, N.A., as successor
trustee. 
 Second Supplemental Indenture, dated as of November 25, 2015, between the Borrower and The Bank of New York Mellon Trust
Company, N.A., as trustee. 
 7.00% Senior Notes due 2019 

3.800% Senior Notes due 2025 
 Fifth Amended and
Restated Promissory Note, dated as of September 18, 2017, by and between the Borrower and Piedmont Coca-Cola Bottling Partnership 

Revolving Credit Loan Agreement, dated as of September 18, 2017, by and between the Borrower and Piedmont Coca-Cola Bottling Partnership

 Amended and Restated Guaranty Agreement, effective as of July 15, 1993, made by the Borrower and each of the other guarantor parties
thereto in favor of Trust Company Bank and Teachers Insurance and Annuity Association of America 
 Amended and Restated Guaranty Agreement,
dated as of May 18, 2000, made by the Borrower in favor of Wachovia Bank, N.A. 
 Guaranty Agreement, dated as of December 1,
2001, made by the Borrower in favor of Wachovia Bank, N.A. 
 Term Loan Agreement, dated June 7, 2016, by and among the Borrower, the
lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, and PNC Bank, National Association and Branch Banking and Trust Company as co-syndication agents 

Note Purchase and Private Shelf Agreement, dated June 10, 2016, by and among the Borrower, PGIM, Inc. and the other parties thereto 

Note Purchase and Private Shelf Agreement, dated March 6, 2018, by and among the Borrower, NYL Investors LLC and the other parties
thereto 






 EXHIBIT D 

COMPLIANCE CERTIFICATE 
  

	To:	 The Lenders parties to the 



Credit Agreement Described Below 

This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Credit Agreement dated as of
June 8, 2018 (as amended, modified, renewed or extended from time to time, the “Agreement”) among Coca-Cola Bottling Co. Consolidated, certain Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. 
 THE
UNDERSIGNED HEREBY CERTIFIES THAT: 
 1.         I am the duly elected Chief
Financial Officer of the Borrower; 
 2.         I have reviewed the terms of the
Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements; 

3.         The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or event which constitutes a Default or an Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as
set forth below; and 
 4.         Schedule I attached hereto sets forth
financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct. 

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event,
the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: 

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with
this Certificate in support hereof, are made and delivered this ___ day of_________, 20__. 






 EXHIBIT E 

LIST OF CLOSING DOCUMENTS 

COCA-COLA BOTTLING CO. CONSOLIDATED 

CREDIT FACILITIES 

June 8, 2018 
 LIST OF
CLOSING DOCUMENTS1 
 A.         LOAN
DOCUMENTS 
  

	1.	 Second Amended and Restated Credit Agreement (the “Credit Agreement”) by and among Coca-Cola
Bottling Co. Consolidated, a Delaware corporation (the “Borrower”), the institutions from time to time parties thereto as Lenders (the “Lenders”) and JPMorgan Chase Bank, N.A., in its capacity as Administrative
Agent for itself and the other Lenders (the “Administrative Agent”), evidencing a revolving credit facility to the Borrower from the Lenders in an initial aggregate principal amount of $500,000,000. 



SCHEDULES 
  

					
	 Schedule I
	  	 --
	  	 Lenders and Commitments

	 Schedule II
	  	 --
	  	 Existing Liens Securing Indebtedness of $5,000,000 or more

	 Schedule III
	  	 --
	  	 Litigation

	 Schedule IV
	  	 --
	  	 Subsidiaries

	 Schedule V
	  	 --
	  	 Permitted Subsidiary Indebtedness


 EXHIBITS 
  

					
	 Exhibit A
	  	 --
	  	 Form of Notice of Borrowing

	 Exhibit B
	  	 --
	  	 Form of Assignment and Acceptance

	 Exhibit C
	  	 --
	  	 Form of Opinion of Special Counsel to the Borrower

	 Exhibit D
	  	 --
	  	 Form of Compliance Certificate of the Borrower

	 Exhibit E
	  	 --
	  	 List of Closing Documents


  

	2.	 Notes executed by the Borrower in favor of each of the Lenders, if any, which has requested a note pursuant to
Section 2.18(d) of the Credit Agreement. 


 B. CORPORATE DOCUMENTS 

 

	3.	 Certificate of the Secretary or an Assistant Secretary of the Borrower certifying
(i) that there have been no changes in the Certificate of Incorporation or other charter document of the Borrower, as attached thereto and as certified as of a recent date by the Secretary of State of 



  
  

1 Each capitalized term used herein and not defined herein shall have the meaning assigned
to such term in the above-defined Credit Agreement. Items appearing in bold and italics shall be prepared and/or provided by the Borrower and/or Borrower’s counsel. 







  
 - 2 - 

 Delaware, since the date of the certification thereof by such Secretary of
State, (ii) the By-Laws or other applicable organizational document, as attached thereto, of the Borrower as in effect on the date of such certification, (iii) resolutions of the Board of Directors
or other governing body of the Borrower authorizing the execution, delivery and performance of each Loan Document to which it is a party, and (iv) the names and true signatures of the incumbent officers of the Borrower authorized to sign the
Loan Documents to which it is a party, and authorized to request a Borrowing or the issuance of a Letter of Credit under the Credit Agreement. 
  

	4.	 Good Standing Certificate for the Borrower from the Secretary of State of Delaware.



 C.         OPINION 

 

	5.	 Opinion of Moore & Van Allen, PLLC, counsel for the
Borrower. 


 D.         CLOSING CERTIFICATES AND MISCELLANEOUS 

 

	6.	 A Certificate signed by a Responsible Officer certifying the following:
(i) all of the representations and warranties of the Borrower set forth in Section 4.01 of the Credit Agreement are true and correct and (ii) no
Default or Event of Default has occurred and is then continuing.