合伙协议模板（英文）PARTNERSHIP AGREEMENT.docxVIP

PARTNERSHIP AGREEMENT OF CAROLINA COCA-COLA BOTTLING PARTNERSHIP THIS PARTNERSHIP AGREEMENT made and entered into as of the 2nd day of July, 1993, between Carolina Coca-Cola Bottling Investments, Inc., a Delaware corporation (“KO Sub”), Coca-Cola Ventures, Inc., a Delaware corporation (“Ventures”), Coca-Cola Bottling Co. Affiliated, Inc., a Delaware corporation (“Affiliated”), Fayetteville Coca-Cola Bottling Company, a North Carolina corporation (“Fayetteville”), and Palmetto Bottling Company, a South Carolina corporation (“Palmetto”), for the formation of Carolina Coca-Cola Bottling Partnership, a general partnership to be formed under the Uniform Partnership Act of the State of Delaware (the “Partnership”). W I T N E S S E T H: WHEREAS, KO Sub is a wholly owned subsidiary of The Coca-Cola Company, a Delaware corporation (“KO”); WHEREAS, Ventures, Affiliated, Fayetteville and Palmetto are indirect, wholly owned subsidiaries of Coca-Cola Bottling Co. Consolidated (“CCBCC”), a Delaware corporation; WHEREAS, KO owns certain bottling territories located in Virginia, North Carolina and South Carolina through its wholly owned subsidiary, Carolina Coca-Cola Holding Company (“Carolina Holding”); WHEREAS, CCBCC operates certain bottling territories located in North Carolina, South Carolina and Georgia owned by it directly or through its wholly owned subsidiary, Sunbelt Coca-Cola Bottling Company, Inc. (“Sunbelt”); WHEREAS, KO Sub, Affiliated, Fayetteville and Palmetto desire to form a general partnership under the laws of the State of Delaware to engage in the Business (as hereinafter defined) and to engage in such other activities as may be determined from time to time by the parties in accordance with the terms of this Agreement; WHEREAS, immediately following the formation of the Partnership, Affiliated and Fayetteville will transfer their entire Interest in the Partnership to Ventures, which (by its execution of this Agreement) assumes all of the rights and obligations