(I) THE CONDITIONS
PRECEDENT SET FORTH IN SECTION 5.1 OF THE CREDIT AGREEMENT HAVE BEEN SATISFIED
OR WAIVED AS OF THE CLOSING DATE (AS DEFINED IN THE FIRST LIEN CREDIT
AGREEMENT), (II) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING
AS OF THE DATE THEREOF, AND (III) THE REPRESENTATIONS AND WARRANTIES OF THE
BORROWER SET FORTH IN EACH OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY OR WHICH
ARE CONTAINED IN ANY CERTIFICATE FURNISHED BY OR ON BEHALF OF THE BORROWER
PURSUANT TO ANY OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE CLOSING DATE WITH THE SAME
EFFECT AS IF MADE ON THE CLOSING DATE, EXCEPT FOR REPRESENTATIONS AND WARRANTIES
EXPRESSLY STATED TO RELATE TO A SPECIFIC EARLIER DATE, IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES WERE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF SUCH EARLIER DATE.
(I)
PATRIOT ACT.
THE LENDERS SHALL HAVE RECEIVED, SUFFICIENTLY IN
ADVANCE OF THE CLOSING DATE, ALL DOCUMENTATION AND OTHER INFORMATION REQUIRED BY
BANK REGULATORY AUTHORITIES UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY
LAUNDERING RULES AND REGULATIONS, INCLUDING WITHOUT LIMITATION THE UNITED STATES
PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001) IN
EACH CASE IF REQUESTED BY SUCH LENDER (SUCH SATISFACTION TO BE EVIDENCED BY EACH
LENDER'S EXECUTION OF THIS AGREEMENT).
(J)
COKE CONTRACT.
THE LENDERS SHALL HAVE RECEIVED A COPY OF THE
COKE BEVERAGE MARKETING AGREEMENT, TOGETHER WITH A CERTIFICATE OF A RESPONSIBLE
OFFICER OF THE BORROWER CERTIFYING SUCH DOCUMENT AS BEING A TRUE, CORRECT, AND
COMPLETE COPY THEREOF.
(k)
Legal Opinion.
The Lenders shall have received the executed legal
opinion of Holme Roberts & Owen LLP, counsel to the Borrower and its
Subsidiaries, substantially in the form of Exhibit H-1.
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(l)
Subordination Agreement.
The Lenders shall have received
satisfactory evidence that the Subordination Agreement shall have been duly
executed and delivered by all parties thereto.
(m)
Independent Committee Approval.
The Lenders shall have received a
copy of resolutions of the committee of the board of directors of the Borrower
consisting of directors not affiliated with the Lenders that approve the Loan
Documents.
5.2
Conditions to the Borrowing Date.
The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction, prior or concurrently with the making of such
extension of credit on the Borrowing Date, of the following conditions
precedent:
(A)
GUARANTEE AND OTHER AGREEMENTS.
THE LENDERS SHALL HAVE RECEIVED
(I) THE GUARANTEE AGREEMENT, EXECUTED AND DELIVERED BY THE BORROWER AND EACH
SUBSIDIARY GUARANTOR, (II) THE FIRST LIEN DOCUMENTS (EXCEPT TO THE EXTENT
PREVIOUSLY DELIVERED PURSUANT TO SECTION 5.1(B) ABOVE) AND (III) THE SECOND LIEN
DOCUMENTS (EXCEPT TO THE EXTENT PREVIOUSLY DELIVERED PURSUANT TO SECTION 5.1(B)
ABOVE).
(B)
FIRST LIEN LOANS AND SECOND LIEN LOANS.
THE BORROWER SHALL HAVE
RECEIVED AT LEAST $80,000,000 IN GROSS PROCEEDS FROM BORROWINGS OF THE FIRST