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1.
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AMENDMENTS
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a.
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Section 2.2 of the Merger Agreement is hereby amended by deleting the following in its entirety: “(or if not a Business Day, the next Business Day)”.
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b.
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Section 2.3 of the Merger Agreement is hereby amended by deleting the last sentence of the Section and replacing it with the following: “The filing of the Certificate of Merger shall be made no later than the Closing Date.”.
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c.
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Section 3.5(c) of the Merger Agreement is hereby amended to delete the language that states “(subject to the Corporate Name Letter)” and replace it with the following: “and Splitco’s subsidiaries whose corporate names contain the word “Coca-Cola” shall continue to be so named, subject to the terms and conditions of the Corporate Name Letter”.
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d.
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Section 4.3 of the Merger Agreement is hereby amended to replace clause (a)(i) with the following:
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e.
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Section 4.3 of the Merger Agreement is hereby amended to replace clause (a)(iv) with the following:
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Section 6.22 of the Merger Agreement is hereby amended to delete the language that states “At any time eighteen (18) months to thirty-six (36) months after the date of this Agreement” and replace it with the following: “At any time eighteen (18) months to thirty-nine (39) months after the date of this Agreement”.
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g.
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Section 8.2(c) of the Merger Agreement is hereby amended to delete the language that states “an amount equal to $200,000,000” and replace it with the following: “an amount equal to $180,000,000”.
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h.
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Section 8.2(d)(D) of the Merger Agreement is hereby amended to delete the language that states “within 365 calendar days” and replace it with the following: “within nine (9) months”.
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i.
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Section 9.1 of the Merger Agreement is hereby amended to delete the language in the first sentence of the Section that states “until the date that is one (1) year from the Closing Date” and replace it with the following: “until the date that is nine (9) months from the Closing Date”.
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j.
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Section 10.3 of the Merger Agreement is hereby amended to replace the fax number (404) 676-8621 with the following number: “(404) 598-3005”.
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2.
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MISCELLANEOUS
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a.
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All remaining provisions of the Merger Agreement remain unchanged and in full force and effect.
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b.
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Capitalized terms used but not defined herein shall have the same meaning as in the Merger Agreement.
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c.
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This Amendment shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
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d.
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This Amendment may be executed in separate counterparts (including by facsimile), each of which when so executed and delivered shall be deemed an original and all of which together shall constitute one and the same instrument.
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COCA-COLA ENTERPRISES INC.
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By:
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/s/ John R. Parker, Jr.
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Name:
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John R. Parker, Jr.
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Title:
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Senior Vice President, General Counsel
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INTERNATIONAL CCE, INC.
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By:
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/s/ John R. Parker, Jr.
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Name:
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John R. Parker, Jr.
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Title:
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Senior Vice President, General Counsel
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THE COCA-COLA COMPANY
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By:
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/s/ Marie Quintero-Johnson
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Name:
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Marie Quintero-Johnson
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Title:
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Vice President and Director Mergers & Acquisitions
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COBALT SUBSIDIARY LLC
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By:
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/s/ Marie Quintero-Johnson
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Name:
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Marie Quintero-Johnson
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Title:
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Vice President
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