{"id":43259,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amended-and-restated-purchase-agreement-coca-cola-co-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-and-restated-purchase-agreement-coca-cola-co-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/amended-and-restated-purchase-agreement-coca-cola-co-and.html","title":{"rendered":"Amended and Restated Purchase Agreement &#8211; Coca-Cola Co. and Cadbury Schweppes PLC"},"content":{"rendered":"<pre>     ______________________________________________________\n\n                                               \n             AMENDED AND RESTATED PURCHASE AGREEMENT\n\n                               among\n\n                      THE COCA-COLA COMPANY,\n\n                       ATLANTIC INDUSTRIES\n                       \n                              and\n\n                      CADBURY SCHWEPPES PLC\n     ______________________________________________________\n\n\n\n                   ___________________________\n\n\n                  Dated as of December 11, 1998\n\n                   ___________________________\n\n\n\n\n\n                       TABLE OF CONTENTS\n\nARTICLE 1 PURCHASE AND SALE . . . . . . . . . . . . . . . . . . 1\n     1.01 Purchase and Sale . . . . . . . . . . . . . . . . . . 1\n     1.02 Purchase Price  . . . . . . . . . . . . . . . . . . . 6\n     1.03 Payments at Closings  . . . . . . . . . . . . . . . . 8\n     1.04 Closing Date Financial Statements and\n          Certificate of Adjustments  . . . . . . . . . . . . . 8\n     1.05 Post-Closing Adjustments  . . . . . . . . . . . . .  10\n     1.06 Assumed Liabilities; Excluded Liabilities . . . . .  10\n     1.07 Method of Payment. . . . . . . . . . . . . . . . . . 11\n     1.08 Conveyance Documents . . . . . . . . . . . . . . . . 11\n\nARTICLE 2 CS REPRESENTATIONS AND WARRANTIES. . . . . . . . . . 11\n     2.01 Organization, Etc. . . . . . . . . . . . . . . . . . 12\n     2.02 Authorization; Enforceability. . . . . . . . . . . . 12\n     2.03 No Conflict. . . . . . . . . . . . . . . . . . . . . 13\n     2.04 Ownership of the Shares. . . . . . . . . . . . . . . 14\n     2.05 Authorized and Outstanding Stock . . . . . . . . . . 14\n     2.06 Transfer Claims. . . . . . . . . . . . . . . . . . . 15\n     2.07 Financial Statements . . . . . . . . . . . . . . . . 15\n     2.08 No Undisclosed Liabilities . . . . . . . . . . . . . 17\n     2.09 No Violation of Law; Licenses and Permits. . . . . . 17\n     2.10 Property . . . . . . . . . . . . . . . . . . . . . . 18\n     2.11 Leases . . . . . . . . . . . . . . . . . . . . . . . 19\n     2.12 Indebtedness for Borrowed Money. . . . . . . . . . . 19\n     2.13 Intellectual Property. . . . . . . . . . . . . . . . 19\n     2.14 Litigation and Claims. . . . . . . . . . . . . . . . 21\n     2.15 Employee Contracts, Union Agreements\n          and Benefit Plans  . . . . . . . . . . . . . . . . . 22\n     2.16 Labor Relations  . . . . . . . . . . . . . . . . . . 22\n     2.17 Environmental Protection . . . . . . . . . . . . . . 23\n     2.18 Insurance Policies . . . . . . . . . . . . . . . . . 24\n     2.19 Major Suppliers and Customers. . . . . . . . . . . . 24\n     2.20 Contracts and Commitments. . . . . . . . . . . . . . 24\n     2.21 Agreements in Full Force and Effect. . . . . . . . . 26\n     2.22 Absence of Certain Changes and Events. . . . . . . . 26\n     2.23 Tax Matters. . . . . . . . . . . . . . . . . . . . . 28\n     2.24 Accounts Receivable. . . . . . . . . . . . . . . . . 29\n     2.25 Product and Service Warranties . . . . . . . . . . . 29\n     2.26 Brokers' and Finders' Fees . . . . . . . . . . . . . 29\n     2.27 Transactions With Affiliates . . . . . . . . . . . . 29\n     2.28 Year 2000. . . . . . . . . . . . . . . . . . . . . . 30\n\n                              -i-\n\n\n\n     2.29 E.U. and U.S. Presence . . . . . . . . . . . . . . . 31\n\nARTICLE 3 KO REPRESENTATIONS AND WARRANTIES. . . . . . . . . . 31\n     3.01 Corporate Organization . . . . . . . . . . . . . . . 31\n     3.02 Authorization, Etc . . . . . . . . . . . . . . . . . 31\n     3.03 No Conflict. . . . . . . . . . . . . . . . . . . . . 32\n     3.04 Brokers and Finders. . . . . . . . . . . . . . . . . 32\n     3.05 Litigation . . . . . . . . . . . . . . . . . . . . . 32\n\nARTICLE 4 COVENANTS OF THE CS PARTIES. . . . . . . . . . . . . 32\n     4.01 Pre-Closing Operations . . . . . . . . . . . . . . . 32\n     4.02 Access . . . . . . . . . . . . . . . . . . . . . . . 34\n     4.03 Financial Statements . . . . . . . . . . . . . . . . 34\n     4.04 Acquisition Proposals. . . . . . . . . . . . . . . . 34\n     4.05 Transfer Taxes . . . . . . . . . . . . . . . . . . . 35\n     4.06 Consultation . . . . . . . . . . . . . . . . . . . . 35\n     4.07 Transition Support . . . . . . . . . . . . . . . . . 36\n     4.08 Releases . . . . . . . . . . . . . . . . . . . . . . 36\n     4.09 Delivery of Updated Schedules and Other Documents. . 36\n     4.11 Accounts Receivable. . . . . . . . . . . . . . . . . 37\n     4.12 Collective Bargaining Agreements . . . . . . . . . . 37\n     4.13 Insurance Policies . . . . . . . . . . . . . . . . . 37\n     4.14 Transfer of DPBL Shares. . . . . . . . . . . . . . . 38\n\nARTICLE 5 COVENANTS OF THE PARTIES . . . . . . . . . . . . . . 38\n     5.01 Approvals of Third Parties; Satisfaction of\n          Conditions to Closing  . . . . . . . . . . . . . . . 38\n     5.02 Confidentiality. . . . . . . . . . . . . . . . . . . 38\n     5.03 Trade Secrets, Confidential Information and \n          Noncompetition Covenants . . . . . . . . . . . . . . 40\n     5.04 Tax Matters. . . . . . . . . . . . . . . . . . . . . 43\n     5.05 Other Matters. . . . . . . . . . . . . . . . . . . . 45\n     5.06 Employee Matters . . . . . . . . . . . . . . . . . . 46\n     5.07 Bottling Rights. . . . . . . . . . . . . . . . . . . 47\n     5.08 No Sales to Certain Competitors. . . . . . . . . . . 48\n     5.09 Right of First Negotiation . . . . . . . . . . . . . 49\n     5.10 Certain Brand Acquisitions . . . . . . . . . . . . . 49\n     5.11 Australia. . . . . . . . . . . . . . . . . . . . . . 49\n     5.12 South Africa . . . . . . . . . . . . . . . . . . . . 50\n     5.13 Rose's Beverages . . . . . . . . . . . . . . . . . . 50\n     5.14 Mexican COBO-Tecate Facility . . . . . . . . . . . . 50\n     5.15 Germany. . . . . . . . . . . . . . . . . . . . . . . 50\n\n                              -ii-\n\n\n\n     5.16 Syria. . . . . . . . . . . . . . . . . . . . . . . . 51\n     5.17 Zimbabwe . . . . . . . . . . . . . . . . . . . . . . 51\n     5.18 India. . . . . . . . . . . . . . . . . . . . . . . . 52\n     5.19 Chinese Joint Venture. . . . . . . . . . . . . . . . 52\n     5.20 Support Agreements; Concentrate Agreement. . . . . . 52\n     5.21 Facilitation Payments. . . . . . . . . . . . . . . . 53\n     5.22 Year 2000 Compliance . . . . . . . . . . . . . . . . 53\n     5.23 Environmental Compliance . . . . . . . . . . . . . . 54\n     5.24 Debt . . . . . . . . . . . . . . . . . . . . . . . . 54\n     5.25 Non-Assignable Contracts, Licenses, etc. . . . . . . 54\n     5.26 Replacement of CS Guarantees . . . . . . . . . . . . 55\n     5.27 Schweppes EEIG . . . . . . . . . . . . . . . . . . . 55\n     5.28 Invoicing of CC&amp;SB for Certain Matters . . . . . . . 55\n     5.29 Certain Furniture and Equipment. . . . . . . . . . . 55\n     5.30 Trademark Cooperation  . . . . . . . . . . . . . . . 55\n     5.31 Acquired Receivables . . . . . . . . . . . . . . . . 55\n\nARTICLE 6 CONDITIONS TO CS'S OBLIGATIONS . . . . . . . . . . . 56\n     6.01 Conditions to the Threshold Closing. . . . . . . . . 56\n     6.02 Conditions to Each Subsequent Closing. . . . . . . . 57\n     6.03 CS Country Conditions. . . . . . . . . . . . . . . . 58\n\nARTICLE 7 CONDITIONS TO KO'S OBLIGATIONS . . . . . . . . . . . 58\n     7.01 Conditions to the Threshold Closing. . . . . . . . . 58\n     7.02 Conditions to the Subsequent Closing . . . . . . . . 59\n     7.03 KO Country Conditions. . . . . . . . . . . . . . . . 61\n     7.04 Resolution of Certain Disputes . . . . . . . . . . . 62\n\nARTICLE 8 CLOSINGS . . . . . . . . . . . . . . . . . . . . . . 62\n     8.01 Threshold Closing Date . . . . . . . . . . . . . . . 62\n     8.02 Subsequent Closing Dates . . . . . . . . . . . . . . 62\n     8.03 Closing Requirements . . . . . . . . . . . . . . . . 62\n\nARTICLE 9 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . 63\n     9.01 KO Remedies. . . . . . . . . . . . . . . . . . . . . 63\n     9.02 CS Remedies. . . . . . . . . . . . . . . . . . . . . 67\n     9.03 Survival of Representation and Warranties. . . . . . 68\n     9.04 Notice of Claim. . . . . . . . . . . . . . . . . . . 69\n     9.05 Defense. . . . . . . . . . . . . . . . . . . . . . . 69\n\n                              -iii-\n\n\n\nARTICLE 10 TERMINATION PRIOR TO CLOSING. . . . . . . . . . . . 70\n    10.01 Termination  . . . . . . . . . . . . . . . . . . . . 70\n    10.02 Termination of Obligations . . . . . . . . . . . . . 71\n\nARTICLE 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . 71\n    11.01 Entire Agreement . . . . . . . . . . . . . . . . . . 71\n    11.02 Parties Bound by Agreement; Successors\n          and Assigns  . . . . . . . . . . . . . . . . . . . . 71\n    11.03 Counterparts . . . . . . . . . . . . . . . . . . . . 72\n    11.04 Amendment, Modification and Waiver . . . . . . . . . 72\n    11.05 Expenses . . . . . . . . . . . . . . . . . . . . . . 72\n    11.06 Notices  . . . . . . . . . . . . . . . . . . . . . . 72\n    11.07 Further Cooperation  . . . . . . . . . . . . . . . . 72\n    11.08 Governing Law; Construction  . . . . . . . . . . . . 72\n    11.09 Arbitration  . . . . . . . . . . . . . . . . . . . . 73\n    11.10 Public Announcements . . . . . . . . . . . . . . . . 74\n    11.11 No Third-Party Beneficiaries . . . . . . . . . . . . 74\n    11.12 Specific Performance . . . . . . . . . . . . . . . . 74\n    11.13 Severability . . . . . . . . . . . . . . . . . . . . 74\n    11.14 Definitions and Rules and Construction . . . . . . . 74\n\n                              -iv-\n\n\n\n\n             AMENDED AND RESTATED PURCHASE AGREEMENT\n\n     THIS AMENDED AND RESTATED PURCHASE AGREEMENT (this\n\"Agreement\"), dated as of December 11, 1998, among THE COCA-COLA\nCOMPANY, a corporation organized and existing under the laws of\nDelaware, U.S.A. (\"KO\"), ATLANTIC INDUSTRIES, a company organized\nand existing under the laws of the Cayman Islands (\"AI\"), and\nCADBURY SCHWEPPES PLC, a company organized and existing under the\nlaws of England and Wales (\"CS\");\n\n                     W I T N E S S E T H:\n\n     WHEREAS, CS desires to sell, and to cause the other CS\nParties (as defined in Section 1.01(a)) to sell, to KO or the KO\nBuyers (as defined in Section 1.01(a)), and KO desires to buy, or\nto cause the KO Buyers to buy, from the CS Parties, the Assets\n(as defined in Section 1.01(a)), subject to the assumption by the\nKO Parties of certain liabilities as specified herein;\n\n     WHEREAS, the parties desire to enter into certain other\ntransactions and agreements in connection with the foregoing\npurchases and sales, all as further described in this Agreement;\n       \n     WHEREAS, the parties believe that the transactions\ncontemplated by this Agreement will create mutual benefit by\nenhancing the competitiveness and growth of KO- and CS-branded\nbeverages and the entire commercial beverages market worldwide;\nand\n\n     WHEREAS, the respective Board of Directors of each party to\nthis Agreement has authorized such party to execute, deliver and\nperform this Agreement;\n\n     NOW, THEREFORE, in consideration of the mutual\nrepresentations, warranties, covenants and agreements, and upon\nthe terms and subject to the conditions hereinafter set forth,\nthe parties do hereby agree as follows:\n\n                             ARTICLE 1\n\n                         PURCHASE AND SALE\n\n     1.01 PURCHASE AND SALE.\n\n          (a)  Upon the terms and subject to the conditions of\nthis Agreement, CS agrees to, and agrees to cause the\nsubsidiaries of CS which own any of the assets set forth below,\nsubstantially all of which subsidiaries are set forth on Schedule\n1.01A (together with CS, the \"CS Parties\") to, sell at the\nApplicable Closing (as defined in Section 1.01(e)), and KO agrees\nto buy, or to cause AI or certain other wholly-owned (other than\nfor nominee shares, director qualifying shares and similar\nshares) subsidiaries of KO to be determined by KO (collectively\nwith AI, the \"KO Buyers,\" and together with KO, the \"KO Parties\")\nto buy, from the CS Parties at the Applicable Closing:\n\n\n\n               (i)  good, valid and marketable right, title and\ninterest, free and clear of any Security Interests (as defined\nin Section 2.04(a)), in and to all of the issued and outstanding\nshares of capital stock (the \"Shares\") of the company set forth\non Schedule 1.01(a)(i) (the \"Purchased Company\");\n\n               (ii) all right, title and interest of CS and its\nAffiliates (as defined below) in and to all of the Owned\nTrademarks (as defined in Section 2.13(a)) to the extent not\notherwise acquired pursuant to Section 1.01(a)(i) above (the\n\"Directly Acquired Trademarks\"), including the goodwill\nassociated with the Directly Acquired Trademarks and all\napplications and common law rights related thereto and all rights\nto sue and recover from third parties damages for past, present\nand future infringements or dilution of or any other damages or\ninjury to the Directly Acquired Trademarks (the \"Related Rights\");\n\n               (iii) all right, title and interest of CS and its\nAffiliates in and to all other assets not included in Sections\n1.01(a)(i) and (ii) above, wherever located, used by the CS\nParties in connection with and primarily related to the beverages\nbusiness of CS and its Affiliates (outside of the United States,\nSouth Africa, Australia and France) or otherwise used primarily\nin connection with the Owned Trademarks, including, without\nlimitation, all tangible and intangible assets owned by the CS\nParties and currently employed for the production of concentrates\nand syrups (including concentrate\/juice production plants in Athy,\nIreland (to the extent not otherwise acquired pursuant to Section\n1.01(a)(i) above) and Carcagente, Spain and all related assets\nand equipment, including billing functions, accounting and\ninformation management functions and other support services (the\nconcentrate\/juice production plants in Athy, Ireland (together\nwith all related assets and equipment, the \"Athy Plant\") and\nCarcagente, Spain (together with all related assets and equipment,\nthe \"Carcagente Plant\") and all such related assets and equipment,\nincluding such billing functions, accounting and information\nmanagement functions and other support services being referred to\nherein collectively as the \"Plants\")) in the beverages business\nof CS and its Affiliates (outside of the United States, South\nAfrica, Australia and France) or otherwise primarily used in\nconnection with the Owned Trademarks; the right to use all Know-\nhow (as defined below); any and all other intellectual property\nor proprietary rights owned by CS or any of its Affiliates\ncontained in advertising, promotional material, packaging\nmaterial or other material used in connection with the sale,\noffer of sale or distribution of products bearing or embodying\nthe Owned Trademarks or Licensed Rights (as defined in Section\n2.13(a)) or otherwise used primarily in, or held primarily for\nthe benefit of, the beverages business of CS and its Affiliates\noutside the United States, South Africa, Australia and France;\nany trademark(s) owned by the CS Parties, the Purchased Company\nor the Subsidiaries (as defined in Section 2.01(b)) that are\nidentical to or confusingly similar to any Owned Trademark in\nthe same country and for substantially similar goods as such\nOwned Trademark (\"Omitted Trademarks\"); all Contracts (as defined\nin Section 2.20(a)), to the extent assignable, to which CS or any\nAffiliate of CS is a party outside of the United States, South\nAfrica, Australia and France primarily relating to any of the\nforegoing or any of the Owned Trademarks, including all bottling\nand distribution agreements relating thereto; any other assets\nwhich would reasonably be expected to be included in the\ntransactions contemplated by this Agreement and the Transaction\nDocuments; and including without limitation all of the assets and\nrights set forth on Schedule 1.01(a)(iii) (collectively, the\n\"Other Assets\"), but specifically excluding the Excluded Assets\n(as\n\n                              - 2 -\n\n\n\ndefined below).\n\n     The Shares and the assets of the Purchased Company and the\nSubsidiaries (as defined in Section 2.01(b)), the Directly\nAcquired Trademarks, the Related Rights and the Other Assets are\nreferred to herein as the \"Assets.\"  \"Know-how\" shall include all\nproprietary formulae, ingredient specifications, bottling\nformulae, packaging specifications and other proprietary\ntechnical information and knowledge owned by CS or its Affiliates\nor the Purchased Company or the Subsidiaries used in connection\nwith the beverages business of CS and its Affiliates outside of\nthe United States, South Africa, Australia and France.\n\n     Notwithstanding the foregoing, it is expressly understood\nthat the term \"Assets\" shall not include the following \"Excluded\nAssets\" except to the extent set forth on Schedules 1.01(a)(i) or\n(iii) or Schedule 2.13(a)(i): (1) the technical facilities and\nemployees of CS located in Trumbull, Connecticut, U.S.A.; (2) all\nKnow-how in the Excluded Countries (as defined in Section\n1.01(d)); (3) any Assets (other than Owned Trademarks) owned by\nthe Purchased Businesses (as defined in Section 1.06) in any\nExcluded Country and not primarily related to the Purchased\nBusinesses acquired by the KO Buyers, until such time as an\nApplicable Closing occurs with respect to such Purchased\nBusinesses; (4) all trademarks, trademark registrations and\ntrademark applications in the United States, South Africa and\nFrance and all other assets and properties related to the\nbeverages business of CS and its Affiliates in the United States,\nSouth Africa, France and Australia (and not primarily related to\nthe beverages business of CS and its Affiliates outside the\nUnited States, South Africa, Australia and France) other than the\nAssumed Lease (as defined in Section 1.06(a)(iii)) with respect\nto certain property in Florida, U.S.A.; (5) the company owned\nbottling operations of CS in Belgium, Mexico (the \"Mexican COBO\"),\nSpain, Portugal and Zambia and CS's equity interest in a bottling\ncompany in Zimbabwe (the \"CS COBO Operations\") and the German\nJoint Venture (as defined in Section 5.15); (6) all rights to the\n\"Concentrate Surcharge\" as defined under and paid pursuant to\nClause 4.4 of each of the Licensor Agreements (as defined in the\nLetter (the \"Brands Letter\"), dated June 3, 1996, as restated and\nre-executed on February 10, 1997, between CS and Coca-Cola\nEnterprises Inc.), as such Licensor Agreements may have been\namended; (7) any cash and cash equivalents of the Purchased\nBusinesses as of the Applicable Closing Date; (8) all trademarks,\ntrademark registrations and trademark applications owned by the\nPurchased Company or the Subsidiaries that are not Owned\nTrademarks or Omitted Trademarks and all other intellectual\nproperty or proprietary rights owned by the Purchased Company or\nthe Subsidiaries contained in advertising, promotional material,\npackaging material or other material of the Purchased Company or\nthe Subsidiaries which does not embody the Owned Trademarks or\nOmitted Trademarks; and (9) any assets and properties of the\nPurchased Company and the Subsidiaries that are not related to\nthe beverages business of CS and its Affiliates outside the\nUnited States, South Africa, Australia and France.\n\n     KO and CS recognize that trademarks in Australia have not\nbeen included in the Owned Trademarks.  After the date of this\nAgreement, KO and CS shall negotiate in good faith, in connection\nwith the negotiations under Section 5.11, (i) which trademarks in\nAustralia will be included in the Owned Trademarks and\ntransferred to the KO Parties at the Threshold Closing and (ii)\nthe representations, warranties and covenants of the parties\nrelating thereto.  Such\n\n                              - 3 -\n\n\n\nAustralian trademarks which are identical or substantially\nidentical to those registrations and applications included in the\nOwned Trademarks shall be transferred to the KO Buyers at the\nThreshold Closing, whether or not such an agreement has been\nreached.\n\n          (b)  The parties recognize that the transactions\ncontemplated by this Agreement and the Transaction Documents (as\ndefined in Section 3.02) provide for the transfer from the CS\nParties to the KO Buyers of Assets and Assumed Liabilities (as\ndefined in Section 1.06(a)) in numerous countries throughout the\nworld and that the conditions to the closing of the transactions\ncontemplated by this Agreement and the Transaction Documents\nspecified in Articles 6 and 7 may be satisfied in certain\ncountries before such conditions are satisfied in other countries.\nAccordingly, the parties are prepared, subject to the terms and\nconditions set forth in this Section 1.01 and in the remainder of\nthis Agreement (including the adjustments to the Purchase Price\ndescribed in Section 1.02), to consummate the transactions\ncontemplated by this Agreement and the Transaction Documents with\nrespect to the Purchased Businesses in certain countries prior to\nthe consummation of the transactions contemplated by this\nAgreement and the Transaction Documents with respect to the\nPurchased Businesses in other countries. However, the parties\nrecognize and understand that the transactions contemplated by\nthis Agreement and the Transaction Documents in any event must\ninclude the Purchased Businesses in certain countries in order\nfor KO to receive sufficient benefit from the transactions\ncontemplated hereby and thereby, even taking into account the\nPurchase Price adjustments described in Section 1.02.\nAccordingly, it is expressly agreed that none of the transactions\ncontemplated by this Agreement and the Transaction Documents\nshall be consummated unless the conditions to closing specified\nin Articles 6 and 7 have been satisfied or waived by the\nappropriate parties with respect to the Purchased Businesses in\nthe countries set forth on Schedule 1.01(b) (the \"Threshold\nCondition\").\n\n          (c)  If the Threshold Condition is satisfied, then at\nthe closing of the transactions contemplated by this Agreement\nand the Transaction Documents with respect to the Purchased\nBusinesses in the countries sufficient to satisfy the Threshold\nCondition (the \"Threshold Closing\"), the parties shall consummate\nthe transactions contemplated by this Agreement and the\nTransaction Documents in such countries and shall consummate the\ntransactions contemplated by this Agreement and the Transaction\nDocuments with respect to the Purchased Businesses in each other\ncountry with respect to which the conditions to closing specified\nin Articles 6 and 7 have been satisfied or waived by the\nappropriate parties.  The date of the Threshold Closing is\nreferred to herein as the \"Threshold Closing Date.\"\nNotwithstanding anything in this Agreement to the contrary, CS\nshall cause the CS Parties to transfer each of the Plants to the\nKO Buyers at the Threshold Closing even if the remaining\nPurchased Businesses in Ireland and Spain cannot be transferred\nat the Threshold Closing because the conditions to closing with\nrespect thereto have not been satisfied.\n\n          (d)  If the Threshold Condition is satisfied but not\nall of the Purchased Businesses in all countries are transferred\nto the KO Buyers at the Threshold Closing, then unless otherwise\nprohibited by law, at the Threshold Closing the CS Parties shall\nassign, transfer and deliver to the KO Buyers all right, title\nand interest of the CS Parties in and to all the Owned Trademarks\nin all countries throughout the world (excluding the United\nStates, South Africa and\n\n                              - 4 -\n\n\n\nFrance) (the countries in which the KO Buyers are unable to\npurchase the Purchased Businesses being referred to herein as the\n\"Excluded Countries\"), even if KO is unable to purchase the\nPurchased Businesses in any such country.  In such event, CS or a\nsubsidiary of CS and KO or a subsidiary of KO shall enter into an\nexclusive royalty-free, freely transferable license agreement (an\n\"Excluded Country License Agreement\"), with a right to sublicense,\nin form and substance reasonably satisfactory to the parties\npursuant to which KO or such subsidiary will grant to CS or such\nsubsidiary (and any transferee of CS or such subsidiary) the\nright to use in perpetuity such Owned Trademarks in the Excluded\nCountries or until such time as KO purchases the Assets related\nto such Owned Trademarks in any such Excluded Country.  Such\nExcluded Country License Agreement shall include, without\nlimitation, terms providing CS with brand extension and rights\nto new packaging, and brands, trademark, trade name or similar\nrights connected or associated with such Owned Trademarks.  In\nthe case of Owned Trademarks owned by the Purchased Company or a\nSubsidiary in the Excluded Countries, the Purchased Company or\nSubsidiary shall prior to the Threshold Closing (i) if not\nprohibited by law, retain such Owned Trademarks, in which case\nsuch Purchased Company or Subsidiary shall enter into an Excluded\nCountry License Agreement with CS or a wholly owned subsidiary of\nCS with respect to such Owned Trademarks or (ii) if the retention\nof such Owned Trademarks would be prohibited by law, transfer to\nCS or a wholly owned subsidiary of CS for fair market value all\nof its right, title and interest in such Owned Trademarks.  If\nthe KO Buyers shall subsequently purchase the Purchased Businesses\nin any Excluded Country pursuant to this Article 1 at a Subsequent\nClosing, the value of such Purchased Businesses shall be as set\nforth on Schedule 1.02(b)-1 as if such businesses continued to own\nthe Owned Trademarks and related rights in such country.\n\n          (e)  Following the Threshold Closing and for a period\nending on the last business day of the first quarterly period\n(i.e., the last business day on or prior to March 31, June 30,\nSeptember 30 or December 31) ending following the fifth\nanniversary of the Threshold Closing Date (the \"Subsequent\nClosing Expiration Date\"), as the conditions to the closing of\nthe transactions contemplated by this Agreement and the\nTransaction Documents specified in Articles 6 and 7 with respect\nto the Purchased Businesses in a country become capable of being\nsatisfied (or are waived by the appropriate parties), the parties\nshall consummate the transactions contemplated by this Agreement\nand the Transaction Documents associated with such Purchased\nBusinesses in such country on the last business day of the first\nquarterly period (i.e., the last business day on or prior to\nMarch 31, June 30, September 30 or December 31) following the\nsatisfaction of such conditions and such other date as may be\nagreed by the parties; provided, however, that, except for any\nApplicable Closing on the Subsequent Closing Expiration Date, no\nsuch Applicable Closing shall occur until the passage of at least\nthirty days following satisfaction of such conditions.  Each such\nclosing is referred to herein as a \"Subsequent Closing,\" and the\nThreshold Closing and each Subsequent Closing are referred to\nherein individually, as the context may require, as an\n\"Applicable Closing.\"  The date of a Subsequent Closing is\nreferred to herein as a \"Subsequent Closing Date,\" and the date\nof an Applicable Closing is referred to herein, as the context\nmay require, as an \"Applicable Closing Date.\"\n\n          (f)  Notwithstanding the foregoing, KO shall determine\nwhether the property listed in item 9 (collectively, the \"Malvern\nFacility\") on Schedule 1.01(a)(iii) will be transferred to KO\n(and whether the Assumed Lease on Schedule 1.06(a)(iii) relating\nto the Malvern Facility\n\n                              - 5 -\n\n\n\nwill be assumed by KO) at the Threshold Closing or at a Subsequent\nClosing.  The parties agree that the properties listed in such\nitems 9(a) and 9(b) must be transferred to the KO Parties at the\nsame time.\n\n     1.02 PURCHASE PRICE.\n\n          (a)  Subject to Section 1.02(b), the aggregate purchase\nprice (the \"Purchase Price\") for the Purchased Businesses shall\nbe (i) cash in an amount equal to (A) U.S.$1,720,000,000 minus\n(B) the Assumed Debt (as defined in Section 5.24), excluding any\nAssumed Debt included in the calculation of the Working Capital\nAdjustment, plus (C) the Working Capital Adjustment (which may be\npositive or negative), plus (D) cash on hand of the Purchased\nCompany and the Subsidiaries (collectively, the \"Cash Portion\"),\nand (ii) an interest-free registered note substantially in the\nform of Exhibit 1.02 issued by KO, AI or another KO Buyer (which\nif so issued by AI or another KO Buyer shall be guaranteed by KO)\nto the CS Party designated by CS on the Threshold Closing Date in\nthe principal amount of U.S.$180,000,000 and payable on the tenth\nanniversary of the Threshold Closing Date (the \"Note\").\n\n          (b)  If the Threshold Condition is satisfied but not\nall of the Purchased Businesses are transferred to the KO Buyers\nat the Threshold Closing, then the Purchase Price to be paid at\nthe Threshold Closing shall be reduced (first by reducing the\nCash Portion of the Purchase Price and then next by reducing the\nprincipal amount of the Note) on a country by country basis as\nprovided in Schedule 1.02(b)-1 by reducing the Purchase Price by\nthe amount specified in Schedule 1.02(b)-1 with respect to each\ncountry in respect of which all of the Purchased Businesses are\nnot transferred.  If the Threshold Condition is satisfied but the\nconditions to closing specified in Articles 6 and 7 shall not\nhave been satisfied in any of the countries set forth on Schedule\n1.02(b)-2, then the Purchase Price payable at the Threshold\nClosing shall be reduced by an amount equal to (i) 130% of the\namount specified in Schedule 1.02(b)-1 as the agreed upon value\nof such country in the case of the countries set forth on Schedule\n1.02(b)-3 and (ii) 120% of the amount specified in Schedule\n1.02(b)-1 as the agreed upon value of such country in the case of\nthe countries set forth on Schedule 1.02(b)-4.\n\n          (c)  The amount of the Purchase Price to be paid at a\nSubsequent Closing in a given country shall equal (i) (A) the\namounts corresponding to the Purchased Businesses being purchased\nat such Subsequent Closing as provided in Schedule 1.02(b)-1,\nmultiplied by (B) (I) 100%, if the Subsequent Closing occurs on\nor prior to the third anniversary of the Threshold Closing, (II)\n103%, if the Subsequent Closing occurs following the third\nanniversary of the Threshold Closing but on or prior to the\nfourth anniversary of the Threshold Closing, or (III) 106% if the\nSubsequent Closing occurs following the fourth anniversary of the\nThreshold Closing, minus (ii) Assumed Debt, if applicable, with\nrespect to such Purchased Businesses (except for any Assumed Debt\nincluded in the calculation of the Working Capital Adjustment)\nplus (iii) the Working Capital Adjustment with respect to such\nPurchased Businesses (which may be either positive or negative),\nplus (D) cash and cash equivalents on hand of any of the\nPurchased Company or the Subsidiaries, if any, being transferred\nat such Subsequent Closing, if the Purchased Company and the\nSubsidiaries have not been previously transferred.  If there is a\n\n                              - 6 -\n\n\n\nSubsequent Closing in any of the countries listed on Schedule\n1.02(c)-1 the amounts in clause (i) above with respect to such\nPurchased Businesses in such country shall equal 30% of the\namount specified in Schedule 1.02(b)-1 as the agreed upon value\nof such country plus the amount determined by clause (i) for\nsuch country. Likewise, if there is a Subsequent Closing in any\nof the countries listed on Schedule 1.02(c)-2, the amounts in\nclause (i) above with respect to such Purchased Businesses in\nsuch country shall equal 20% of the amount specified in Schedule\n1.02(b)-1 as the agreed upon value of such country plus the\namount determined by clause (i) for such country.  With respect\nto any country not listed specifically on Schedule 1.02(b)-1, the\namount corresponding to such country for purposes of the Purchase\nPrice shall be equal to (x) the total value attributed to the\ngroup in which such country is a member, multiplied by (y) a\nfraction, the numerator of which shall be the volume of\ncarbonated soft drink beverages sold during fiscal year 1997 by\nCS in such country, and the denominator of which shall be the\nvolume of carbonated soft drink beverages sold during fiscal year\n1997 by CS with respect to the entire group in which such country\nis a member.  Schedule 1.02(c)-3 indicates to which group each\ncountry that is not specifically identified on Schedule 1.02(b)-1\nbelongs.\n\n          (d)  As used herein, the term \"Debt\" shall mean the\ncurrent and long-term portions of any liabilities or obligations\nof the Purchased Businesses or related to the Assets that would\nbe reflected as indebtedness for borrowed money on a balance\nsheet prepared in accordance with United Kingdom generally\naccepted accounting principles (\"UK GAAP\"), including, without\nlimitation, (i) any obligations for borrowed money of the\nPurchased Businesses or relating to any of the Assets, and (ii)\nall obligations of the Purchased Businesses or relating to any\nof the Assets evidenced by bonds, debentures, notes or other\nsimilar instruments.\n\n          (e)  As used herein, the phrase \"Working Capital\nAdjustment\" shall mean an amount (converted to U.S. dollars based\non the closing exchange rate on the date of the Applicable\nClosing), whether positive or negative, equal to (A) (i) the sum\nof the line items \"Stocks,\" \"Trade\/Other Debtors\" and\n\"Intercompany Current Accounts\" (if positive), of the Carcagente\nPlant, as defined in accordance with the CS Group Hyperion\nReporting System (the \"CS Hyperion Reporting System\") in each\ncase as determined in accordance with UK GAAP on a basis\nconsistent with past practice, minus (ii) the sum of the line\nitems \"Trade\/Other Creditors\" and the absolute value of\n\"Intercompany Current Accounts\" (if negative) as defined in\naccordance with the CS Hyperion Reporting System, in each case as\ndetermined in accordance with UK GAAP on a basis consistent with\npast practice, minus (iii) 2,800,000 British pounds; plus (B) (i) the sum \nof the line items \"Stocks,\" \"Trade\/Other Debtors\" and \"Intercompany\nCurrent Accounts\" (if positive) of the Athy Plant, as defined in\naccordance with the CS Hyperion Reporting System, in each case as\ndetermined in accordance with UK GAAP on a basis consistent with\npast practice, minus (ii) the sum of \"Trade\/Other Creditors\" and\nthe absolute value of \"Intercompany Current Accounts\" (if\nnegative), in each case as determined in accordance with UK GAAP\non a basis consistent with past practice, minus (iii) 2,000,000 \nBritish pounds.  For purposes of the foregoing, the working \ncapital of the Athy Plant shall be determined based upon the \nprinciples applied in the CS Hyperion Reporting System as \nreflected in the Plant Balance Sheet relating to the Athy Plant, \nand specifically shall not include any working capital of the \nPurchased Company and Subsidiaries other than that of the Athy Plant.\n\n                              - 7 -\n\n\n\n     1.03 PAYMENTS AT CLOSINGS.\n\n          (a)  Upon the terms and subject to the conditions of\nthis Agreement, on the Applicable Closing Date, KO shall, or\nshall cause the KO Buyers to, pay to the CS Parties the\nPreliminary Purchase Price (or portion thereof) as determined in\naccordance with Section 1.03(b).\n\n          (b)  Not later than seven business days prior to each\nApplicable Closing Date, the CS Parties shall prepare and deliver\nto the KO Buyers an estimate of the Assumed Debt, the Working\nCapital Adjustment (itemized in reasonable detail on an\nobligation by obligation and item by item basis) and cash and\ncash equivalents of the Purchased Company and the Subsidiaries as\nof the close of business on the Applicable Closing Date, and a\ncalculation of the estimated Purchase Price (or portion thereof)\n(the \"Preliminary Purchase Price\") to be paid at the Applicable\nClosing based on such Assumed Debt, Working Capital Adjustment,\ncash and cash equivalents, and the Purchased Businesses being\npurchased at such Applicable Closing.  The calculations of the\nAssumed Debt, Working Capital Adjustment, cash and cash\nequivalents and the Preliminary Purchase Price shall be\naccompanied by a certificate of the chief financial officer of\neach of the CS Parties involved in the Applicable Closing to the\neffect that such calculations represent a good faith effort\naccurately to determine such items in a manner consistent with\nthe methods to be used in preparing the Applicable Closing Date\nFinancial Statements.\n\n     1.04 CLOSING DATE FINANCIAL STATEMENTS AND CERTIFICATE OF\n          ADJUSTMENTS.\n     \n          (a)  As soon as practicable after each Applicable\nClosing Date, the KO Buyers will prepare balance sheets of the\nPurchased Businesses acquired at such Applicable Closing, which\nbalance sheets shall be prepared as of the close of business on\nthe Applicable Closing Date and income statements of the\nPurchased Businesses so acquired for the periods from January 4,\n1998 through January 2, 1999 and from January 3, 1999 through the\nApplicable Closing Date.  Such balance sheets and income\nstatements shall be prepared in accordance with UK GAAP,\nconsistently applied by the Purchased Businesses so acquired in\nrelation to the Financial Statements (as defined in Section\n2.07(a)), such that such balance sheets and income statements\ngive a true and fair view of the financial position and results\nof operations of the Purchased Businesses so acquired at the date\nof such balance sheets and income statements and for the period\nthen ended in conformity with UK GAAP, consistently applied by\nthe Purchased Businesses so acquired in relation to the Financial\nStatements.  Such balance sheets and income statements are\nreferred to herein respectively as the \"Applicable Closing Date\nBalance Sheets\" and the \"Applicable Closing Date Income\nStatements\" and are referred to herein collectively as the\n\"Applicable Closing Date Financial Statements.\"\n     \n          (b)  The Applicable Closing Date Financial Statements\nshall be delivered by the KO Buyers and the accountants\ndesignated by the KO Buyers (the \"KO Accountants\") to the CS\nParties as promptly after such Applicable Closing Date as\npracticable but in no event later than 120 days following the\nApplicable Closing Date.  During the preparation of the\nApplicable Closing Date Financial Statements (and during the\nperiod of time contemplated by this Section\n\n                              - 8 -\n\n\n\n1.04(b) and Section 1.04(c)), KO shall cause KO's Accountants to\nkeep CS's independent accountants (\"CS's Accountants\") reasonably\ninformed of the information being used to prepare the Applicable\nClosing Date Financial Statements and shall provide CS's\nAccountants with reasonable access to all relevant materials,\nincluding without limitation all work papers of KO's Accountants\nand access to the books and documents of the Purchased\nBusinesses.  The Applicable Closing Date Financial Statements\nshall be accompanied by a statement signed by the chief financial\nofficer of KO (the \"Certificate of Adjustments\") containing a\ncalculation of the Assumed Debt, the Working Capital Adjustment\nand cash and cash equivalents of the Purchased Company and the\nSubsidiaries with respect to the Purchased Businesses so acquired\nas of the Applicable Closing Date and a calculation of the\nPurchase Price based on such Assumed Debt and Working Capital\nAdjustment (the \"Final Purchase Price\").  The determination of\nthe Assumed Debt, the Working Capital Adjustment and cash and\ncash equivalents of the Purchased Company and the Subsidiaries\nas of the Applicable Closing Date and the Final Purchase Price as\ncalculated by the KO Buyers shall be binding on the CS Parties if\nCS has not delivered written notice (the \"Objection Notice\") of\nobjection to the Applicable Closing Date Financial Statements\nand\/or the Certificate of Adjustments to the KO Buyers within 30\nbusiness days following the receipt by the CS Parties of the\nApplicable Closing Date Financial Statements and the Certificate\nof Adjustments.\n     \n          (c)  CS shall, and shall cause the CS Parties to,\nprovide the KO Parties and the KO Accountants with such\nmanagement letters, certificates, representations and other\ndocuments as in the reasonable judgment of the KO Parties and\nthe KO Accountants are necessary in order to make the statements\ncontained in the Certificate of Adjustments or to permit the KO\nAccountants to render an opinion that the Applicable Closing Date\nFinancial Statements give a true and fair view of the financial\nposition and results of operations of the Purchased Businesses so\nacquired at the date of such balance sheets and for the periods\nthen ended in conformity with UK GAAP, consistently applied by\nthe Purchased Businesses in relation to the Financial Statements.\nAny Objection Notice shall state in reasonable detail the items\nand calculations objected to, and the KO Parties, the CS Parties\nand their respective accountants will seek in good faith, for a\nperiod of 30 business days following delivery of any Objection\nNotice, to resolve promptly the matters set forth in the\nObjection Notice.  If the parties are unable to resolve such\ndifferences during such 30 business day period, the parties will\nsubmit the matter for the review of Deloitte &amp; Touche or such\nother internationally recognized public accounting firm as may be\nmutually agreed to by KO and CS (the \"Review Accounting Firm\"),\nand the review by the Review Accounting Firm shall be limited\nsolely to such items and calculations as were addressed in the\nObjection Notice and have not been resolved by the parties.\nThe parties shall cause the Review Accounting Firm to review as\npromptly as practicable, subject to the limitations of the\nprevious sentence, the preparation of the Applicable Closing Date\nFinancial Statements and Certificate of Adjustments and the\ncalculation of the Final Purchase Price set forth therein and to\nmake, subject to the limitations of the previous sentence, such\ncorrections thereto as it deems appropriate consistent with the\nterms of this Agreement.  The Review Accounting Firm shall issue\na written report of its review, setting forth in reasonable\ndetail its calculation of the Final Purchase Price.  The\ndetermination of the Final Purchase Price as calculated by the\nReview Accounting Firm shall be conclusive and binding on the KO\nParties, the CS Parties and the Purchased Businesses.\n     \n                              - 9 -\n\n\n\n          (d)  The fees and expenses of the accountants to the\nCS Parties for the services referred to herein shall be paid for\nby the CS Parties.  The fees and expenses of the KO Accountants\nshall be paid by the KO Parties.  If differences are submitted\nto the Review Accounting Firm, its fees and expenses shall be\nshared equally by the CS Parties, on the one hand, and the KO\nParties, on the other.\n     \n     1.05 POST-CLOSING ADJUSTMENTS.  On or before the date that\nis ten business days following the date of the final\ndetermination of the Final Purchase Price in accordance with\nSection 1.04:\n\n          (a)  If the Preliminary Purchase Price is less than the\nFinal Purchase Price, the KO Buyers shall pay to the CS Parties\nan amount in cash equal to the difference, together with interest\non such amount for the period from the Applicable Closing Date to\nthe date of such payment at a rate equal to the United States Fed\nFunds Rate, as from time to time in effect and as calculated\nbased upon a 360-day year (the \"Rate\").\n     \n          (b)  If the Preliminary Purchase Price is greater than\nthe Final Purchase Price, CS shall cause the CS Parties to pay to\nthe KO Buyers an amount in cash equal to such difference,\ntogether with interest on such amount for the period from the\nApplicable Closing Date to the date of such payment at a rate\nequal to the Rate.\n\n     1.06 ASSUMED LIABILITIES; EXCLUDED LIABILITIES\n\n          (a)  The KO Buyers shall purchase the Assets (including\nthe Purchased Company and the Subsidiaries) free and clear of any\nliabilities or obligations whatsoever, except for the following\n(the \"Assumed Liabilities \" and, together with the Assets, the\n\"Purchased Businesses\"):\n\n               (i)  all liabilities relating to the Plants, but\nonly to the extent such liabilities are both (A) reflected and\nadequately reserved against in the balance sheets of the Plants\nas of the Threshold Closing as prepared in accordance with\nSection 1.04, and (B) have been incurred in the ordinary course\nof the business of the Plants and consistent with past practices\nand are consistent in all material respects in nature and amount\nwith the liabilities reflected and adequately reserved against in\nthe balance sheets of the Plants included as Schedule 1.06(a)(i)\n(the \"Plant Balance Sheets\");\n\n               (ii) all liabilities and obligations under (A) the\nbottling and distribution agreements set forth on Schedule 2.20(c)\n(the \"Bottling and Distribution Agreements\"), including any\nmarketing commitments with respect thereto (other than the\nSupplemental Contributions (as defined in Section 9.01(a)(ix)),\nand (B) any Contracts relating to the Plants, in each case of\nclauses (A) and (B) in respect only of periods after the\nApplicable Closing, and in addition in the case of marketing\ncommitments and Contracts relating to the Plants only to the\nextent entered into in the ordinary course of business consistent\nwith past practice or disclosed on Schedule 1.06(a)(ii);\n\n                              - 10 -\n\n\n\n               (iii) all liabilities and obligations in respect\nonly of periods after the Applicable Closing under the real\nproperty lease agreements set forth on Schedule 1.06(a)(iii)\n(the \"Assumed Leases\");\n\n               (iv) any Assumed Debt, to the extent included in\nthe calculation of the Final Purchase Price;\n\n               (v)  all liabilities and obligations in respect\nonly of periods after the Applicable Closing under any furniture\nor equipment leases relating to the beverages business of CS and\nits Affiliates outside the United States, but only to the extent\nKO elects to assume any such liabilities or obligations under\nSection 5.29; and\n\n               (vi) all liabilities and obligations to the extent\nspecifically provided to be assumed by KO in Sections 5.06 and\n5.31(a).\n\n          (b)  Except as set forth in Section 1.06(a) or Section\n9.02(a)(v), the KO Buyers shall not be liable for or responsible\nfor any liabilities or obligations whatsoever in respect of any\nevents, circumstances, conditions or facts prior to the Applicable\nClosing Date of any of the Purchased Businesses or relating to any\nof the Assets or CS's beverages businesses or other businesses,\nwhether accrued, absolute, contingent, known, unknown or otherwise\n(the \"Excluded Liabilities\").  CS shall be responsible for, shall\nassume and shall retain all such Excluded Liabilities (whether or\nnot any such Excluded Liabilities are liabilities or obligations\nof the Purchased Company or the Subsidiaries).\n\n     1.07 METHOD OF PAYMENT.  All payments from one party to\nanother under this Agreement shall be made in U.S. dollars by\nwire transfer of immediately available funds to such account as\nmay be reasonably designated by the party to receive such\npayments.\n     \n     1.08 CONVEYANCE DOCUMENTS.  At each Applicable Closing, CS\nshall, and shall cause the other CS Parties to, enter into\nconveyance documents in such form as may be reasonably requested\nby KO and the KO Buyers (the \"Conveyance Documents\"), which\ndocuments will, among other things, provide for the valid and\neffective transfer of title in and to the Assets to the KO Buyers\nto be acquired at such Applicable Closing, and the assumption or\nretention by the CS Parties of the Excluded Liabilities.  In\naddition, at each Applicable Closing, KO shall, or shall cause\nthe other KO Buyers to, enter into assumption documents in such\nform as may be reasonably requested by the CS Parties (the\n\"Assumption Documents\"), which documents will provide for the\nassumption by the KO Buyers of the Assumed Liabilities.\n\n                             ARTICLE 2\n\n                 CS REPRESENTATIONS AND WARRANTIES\n\n     CS represents and warrants to KO as of the date hereof and\nas of each Applicable Closing Date (with respect to the Purchased\nBusinesses being transferred as of such Applicable Closing Date)\nthat:\n\n                              - 11 -\n\n\n\n     2.01 ORGANIZATION, ETC.\n\n          (a)  Each of the CS Parties and the Purchased Company\nis duly organized, validly existing and in good standing under\nthe laws of the jurisdiction of its organization.  The Purchased\nCompany has all requisite power and authority, corporate or\notherwise, to carry on and conduct its business in all material\nrespects and to own or lease its properties and assets, and is\nduly qualified and in good standing in each jurisdiction in which\nthe conduct of its business or the ownership of its properties\nand assets requires it to be so qualified.\n\n          (b)  Schedule 2.01(b) sets forth a correct and complete\nlist of each corporation, association, subsidiary, partnership,\nlimited liability company or other entity of which the Purchased\nCompany owns or controls, directly or indirectly, 20% or more of\nthe outstanding equity interests (such entities are hereinafter\nreferred to as \"Subsidiaries\").  Except as set forth in Schedule\n2.01(b), there is no corporation, association, subsidiary,\npartnership, limited liability company or other entity of which\nthe Purchased Company owns or controls, directly or indirectly,\nany outstanding equity interests. The Purchased Company owns,\ndirectly or indirectly, all of the equity interests of each\nSubsidiary, free and clear of any Security Interests.  All of\nthe outstanding capital stock of each Subsidiary has been duly\nauthorized and is validly issued, fully paid and nonassessable,\nand not subject to any preemptive rights.  There are no voting\ntrusts or other agreements or understandings with respect to the\nvoting of capital stock or other equity interests of any\nSubsidiary.  Each Subsidiary is duly organized, validly existing\nand in good standing under the laws of its jurisdiction of\nincorporation, and has the power and authority necessary for it\nto own or lease its properties and assets and to carry on its\nbusiness in all material respects as it is now being conducted.\nEach Subsidiary is duly qualified or licensed to do business and\nis in good standing in each jurisdiction in which the nature of\nits business or the ownership or leasing of its properties makes\nsuch qualification or licensing necessary.\n\n          (c)  CS has made available to KO complete, true and\ncorrect copies of the charter documents and bylaws of CS, the\nPurchased Company and the Subsidiaries.  The minutes of directors'\nand shareholders' meetings and the stock records of the Purchased\nCompany and the Subsidiaries that have been made available to KO\nare in all material respects the complete, true and correct\nrecords of directors' and shareholders' meetings and stock\nissuances through and including the date of this Agreement and\nconstitute all the minutes and stock records in existence.\n\n          (d)  The officers and directors of the Purchased\nCompany and the Subsidiaries as of the date of this Agreement\nare listed in Schedule 2.01(d).\n\n     2.02 AUTHORIZATION; ENFORCEABILITY.  CS has all requisite\ncorporate power and authority to execute and deliver this\nAgreement, and CS and each of the other CS Parties shall, at the\ntime of execution and delivery of such documents at each\nApplicable Closing, have all requisite corporate power and\nauthority to execute and deliver the other agreements to be\nentered into by any of such parties pursuant to this Agreement\n(the \"Seller Transaction Documents\") and to carry out their\nrespective obligations with respect to the transactions\ncontemplated hereby and thereby.  The execution and delivery of\nthis Agreement and the Seller Transaction Documents by\n\n                              - 12 -\n\n\n\neach of the CS Parties which is a party thereto and the\nconsummation of the transactions contemplated hereby and thereby\nhave been, or in the case of the CS Parties other than CS will be\nat the time of execution and delivery of such documents, duly\nauthorized by all necessary corporate action on the part of each\nsuch party.  This Agreement has been (and the other Seller\nTransaction Documents will be at the Threshold Closing or at a\nSubsequent Closing, as applicable) duly and validly executed and\ndelivered by each of the CS Parties which is a party thereto, and\n(assuming due authorization, execution and delivery by the KO\nParties of this Agreement and the Transaction Documents to which\nthey are a party) this Agreement constitutes (and each of the\nother Seller Transaction Documents will constitute at the\nThreshold Closing or at a Subsequent Closing, as applicable) a\nvalid and binding agreement of each such party enforceable\nagainst it in accordance with its terms.\n\n     2.03 NO CONFLICT.\n\n          (a)  Except as may be necessary as a result of any\nfacts or circumstances relating solely to the KO Parties, the\nexecution and delivery of this Agreement and the Seller\nTransaction Documents by each of the CS Parties which is a party\nthereto, the consummation of the transactions contemplated hereby\nand thereby by each of the CS Parties which is a party thereto,\nand the performance of the covenants and agreements of each of\nthe CS Parties contained herein and therein will not, with or\nwithout the giving of notice or the lapse of time, or both (i)\nto the knowledge of the CS Parties and the Purchased Businesses,\nrequire any of the CS Parties or any of the Purchased Businesses\nto make any material filing or material registration with, or\nobtain any material permit, material authorization, material\nconsent or material approval of, any Governmental Authority\n(as defined in Section 2.03(c)), except for the filings and\nconsents listed in Schedule 2.03 and except for filings,\nnotifications or approvals required under any antitrust or\ncompetition laws, (ii) violate or conflict with any of the\nprovisions of any charter instrument, bylaw or other governing\ndocuments of any of the CS Parties or the Purchased Company or\nthe Subsidiaries, (iii) except as set forth in Schedule 2.03, in\nany material respect, violate, conflict with, result in a breach\nor default under, or result in the termination of, or cause the\nacceleration of the maturity of any material debt or material\nobligation pursuant to any term or condition of, any material\nmortgage, material note, material indenture, material contract,\nmaterial license, material permit, material instrument or other\nmaterial agreement or material document to which the Purchased\nCompany or Subsidiaries is a party or by which any of the\nPurchased Businesses or its properties may be bound (or to which\nany of the CS Parties is a party or by which it or its properties\nmay be bound in any case, if such violation, conflict, breach,\ndefault, termination or acceleration would adversely affect in\nany material respect the transactions contemplated by this\nAgreement or would result in a material Loss to any KO Party or\nany Purchased Business), (iv) to the knowledge of the CS Parties\nand the Purchased Businesses, and except for filings,\nnotifications or approvals required under any antitrust or\ncompetition laws, violate in any material respect any provision\nof any material statute or material law, any material judgment,\nmaterial decree, material order, material regulation or material\nrule of any Governmental Authority or any material arbitration\naward to which the Purchased Company or Subsidiaries is a party\nor by which any Purchased Businesses or its properties may be\nbound (or to which any of the CS Parties is a party or by which\nit or its properties may be bound in any case if such violation\nwould adversely affect in any material respect the\n\n                              - 13 -\n\n\n\ntransactions contemplated by this Agreement or would result in\na material Loss to any KO Party or any Purchased Business), or\n(v) result in the creation or imposition of any material Security\nInterest upon any material Asset or any other material asset of\nthe Purchased Company or Subsidiaries.\n\n          (b)  Except as set forth in Schedule 2.03 and except\nfor filings, notifications or approvals required under any\nantitrust or competition laws, to the knowledge of the CS Parties\nand the Purchased Businesses, no material consent or material\napproval is required by virtue of the execution of this Agreement\nor the consummation of any of the transactions contemplated\nhereby to avoid the violation or breach in any material respect\nof, or the default in any material respect under, or the creation\nof a material lien on any of the material Assets or any of the\nmaterial assets of the Purchased Company or Subsidiaries pursuant\nto the terms of, any material law, material rule, material\nregulation, material order, material decree or material award of\nany Governmental Authority or any material mortgage, material\nnote, material license to manufacture and distribute beverages,\nmaterial lease, material contract or any other material\ninstrument to which the Purchased Company or Subsidiaries is a\nparty or by which any of the Purchased Businesses or any of its\nproperties is bound.\n\n          (c)  As used herein, the phrase \"Governmental Authority\"\nshall mean any governmental or regulatory authority or\ninstrumentality, or any department or agency thereof, including,\nwithout limitation, any court, administrative agency or\ncommission.\n\n     2.04 OWNERSHIP OF THE SHARES.\n\n          (a)  Except as set forth on Schedule 2.04, each CS\nParty owns good and marketable record title to and all beneficial\ninterest in all of the Shares specified on Schedule 2.04 opposite\nsuch CS Party's name, which in the aggregate constitute 100% of\nthe share ownership of the Purchased Company.  The Shares (i) are\nvalidly issued, fully paid and nonassessable, and (ii) are owned\nby the CS Parties free and clear of any Security Interests, with\nno defects of title.  As used in this Agreement, \"Security\nInterest\" shall mean any pledge, security interest, lien, charge,\nequity, claim, option, right of first refusal or other\nrestriction on transfer of any nature, or any other encumbrance\nof any nature.\n\n          (b)  Each CS Party has the exclusive right, power and\nauthority to vote the Shares owned by such CS Party.  No CS Party\nis party to or bound by any agreement affecting or relating to\nsuch CS Party's right to transfer or vote any Shares. There are\nno proxies outstanding or powers of attorney granted by any CS\nParty with respect to any Shares.\n\n     2.05 AUTHORIZED AND OUTSTANDING STOCK.  The authorized\ncapital stock of the Purchased Company and the Subsidiaries and\nthe number of issued and outstanding shares thereof is set forth\nin Schedule 2.05.  The list of the shareholders of the Purchased\nCompany and the Subsidiaries set forth in Schedule 2.05 is a\ntrue, correct and complete list of the record shareholders of\nsuch Purchased Company and the Subsidiaries and the number of\nshares held of record by each such shareholder.  None of the\nPurchased Company or the Subsidiaries or the CS Parties has\noutstanding or is bound by, any subscriptions, options, warrants,\ncalls, commitments\n\n                              - 14 -\n\n\n\nor agreements requiring any of such Persons (as hereinafter\ndefined) to issue or sell or entitling any Person to acquire\nany shares of capital stock or any other equity security\n(including any right of conversion or exchange under any\noutstanding security or other instrument) of the Purchased\nCompany or Subsidiaries, and none of the Purchased Company or the\nSubsidiaries or the CS Parties is obligated to issue or dispose\nof any shares of capital stock of the Purchased Company or\nSubsidiaries for any purpose.  All issuances, transfers,\npurchases or redemptions of the capital stock of the Purchased\nCompany and the Subsidiaries have been in compliance with all\napplicable agreements and all applicable laws, and all Taxes\n(as defined in Section 2.23) thereon have been paid.  There are\nno outstanding obligations of the Purchased Company or the\nSubsidiaries to repurchase, redeem or otherwise acquire any\noutstanding shares of stock of the Purchased Company or the\nSubsidiaries. There are no shares of capital stock held in the\ntreasury of the Purchased Company or the Subsidiaries.  As used\nin this Agreement, \"Person\" shall mean an individual, a\npartnership, a joint venture, a corporation, a trust, an\nunincorporated organization or any Governmental Authority or any\nother entity.\n\n     2.06 TRANSFER CLAIMS.  None of the CS Parties, the Purchased\nCompany or the Subsidiaries has effected any redemption, purchase\nor other acquisition from any unaffiliated Person of any capital\nstock or other equity interests (including any options, warrants\nor debt convertible into stock, options or warrants) of the\nPurchased Company or the Subsidiaries (including without\nlimitation by way of merger or consolidation) during the past\nfive years which has given or may give rise to any claim or\naction by any such Person with respect to any of the foregoing\nwhich is enforceable against any of the Purchased Businesses, the\nCS Parties or the KO Parties.\n\n     2.07 FINANCIAL STATEMENTS.\n\n          (a)  Attached as Schedule 2.07 are (i) the audited\nbalance sheets of the Purchased Company and the Subsidiaries as\nat January 3, 1998, and the related audited statements of income\nand retained earnings for the periods then ended, together with\nthe related notes thereto (the \"Audited Financial Statements\"),\nand, (ii) for the Purchased Businesses, (A) the unaudited\nmanagement accounts (comprising profit and loss account, balance\nsheet and cash flow statement) as of January 3, 1998 and for the\n53 weeks then ended, and as at November 6, 1998 and for the 44\nweeks then ended (the \"Unaudited Management Accounts\", and\ntogether with the Audited Financial Statements, the \"Financial\nStatements\"), and (B) unaudited Form 22Bs for the 53 weeks ended\nJanuary 3, 1998, derived from the Unaudited Management Accounts,\nshowing volume and profitability by brand (the \"CS GCAM\nStatements\").  The balance sheets referred to in the Financial\nStatements are referred to herein as the \"1997 Balance Sheets.\"\n\n          (b)  The Audited Financial Statements are based on the\nbooks and records of the Purchased Company and the Subsidiaries\nand have been prepared in accordance with the generally accepted\naccounting principles applicable in each of the relevant\njurisdictions on a basis consistent with past practices of CS and\nthe CS Parties and throughout the periods involved.  The Audited\nFinancial Statements present fairly in all material respects the\nfinancial condition and results of operations and retained\nearnings of the Purchased Company and the\n\n                              - 15 -\n\n\n\nSubsidiaries as of such dates or for the periods covered thereby.\n\n          (c)  The Unaudited Management Accounts (which include\nthe Plant Balance Sheets and other financial statements relating\nto the Plants) have been extracted unadjusted from the CS\nHyperion Reporting System as used throughout the CS Group of\ncompanies (the \"CS Group\") and presented to the Main Board of CS,\nand prepared in accordance with CS Group management accounting\npractice.  For key reporting lines, the year-end Unaudited\nManagement Accounts have been reconciled to and are materially\nconsistent with the audited year-end Group statutory accounts\nwhich are used for external reporting.  The Unaudited Management\nAccounts are only representative of the businesses being\npurchased but are those that most closely match the Purchased\nBusinesses.  Any material differences between the Unaudited\nManagement Accounts and the individual Purchased Businesses are\nclearly identified in the reconciliation of GCAM (as defined in\nSection 2.07(d)) following.\n\n          (d)  The CS GCAM Statements represent an analysis of\nvolume, net sales, marketing spend and Gross Contribution after\nMarketing (\"GCAM\") of beverage and food brands for each\nmanagement entity as identified within the CS Hyperion Reporting\nSystem.  The CS GCAM Statements taken as a whole have been\nprepared with no material misstatements.\n\n          (e)  The net revenues and marketing expenditures as\nreported in the CS Hyperion Reporting System form the basis for\nthe CS GCAM Statements (beverages and foods) and on consolidation,\nform the basis of CS's audited Group statutory accounts for the\nyear ended January 3, 1998.  The Purchased Businesses do not\ninclude foods or selected brands and countries.  The \"Purchased\nGCAM\" can be reconciled to the consolidated GCAM reflected in\nCS's Unaudited Management Accounts for the year ended January 3,\n1998, and the items below represent all material reconciling\nitems necessary to perform such a reconciliation.\n\n          Total GCAM as per \"Unaudited Management Accounts\"\n          and \"CS GCAM Statement\"\n\nLess:     Total foods GCAM\n\nLess:     Total non CS - owned brands GCAM\n\nLess:     Specific brands       -    MOTT's\n                                -    Clamato\n                                -    Mr and Mrs T\n                                -    Energade\n                                -    Sunboost\n                                -    Brookes (Bromor)\n                                -    MIAMI (MOTT's)\n                                -    Oasis (Italy)\n\n                              - 16 -\n\n\n\nLess:     Specific countries    -   Puerto Rico (within CSLAMB)\n                                -    Australia\n                                -    France\n                                -    South Africa\n\nLess:     General               -    certain restrictions to\n                                     normal concentrate cash flow\n                                     arising from minority\n                                     holdings in Zimbabwe and\n                                     Germany\n                                -    500k British pounds adjustment \n                                     reflecting pricing and cost\n                                     differentials in GB resulting\n                                     from a separate CCE Agreement.\n\nEquals:   GCAM of the Purchased Businesses\n\nNotes to reconciliation:\n\ni)  For CS COBO operations, the GCAM's represented in the GCAM\nstatements represent full system GCAM.\n\nii) The GCAM Statements for Germany and Zimbabwe represent full\ncompany GCAM's (not only CS's shareholdings).\n\n     2.08 NO UNDISCLOSED LIABILITIES.  Except as set forth on\nSchedule 2.08 or as and to the extent reflected and adequately\nreserved against in the 1997 Balance Sheets or referred to in\nthe notes thereto, as of January 3, 1998, none of the Purchased\nBusinesses had any material liabilities or material obligations,\nwhether accrued, absolute, contingent, known, unknown or\notherwise.  Except as set forth in Schedule 2.08, since January 3,\n1998, none of the Purchased Businesses has incurred any material\nliabilities or material obligations, except for liabilities and\nobligations incurred by the Purchased Businesses in the ordinary\ncourse of business consistent with past practice.\n\n     2.09 NO VIOLATION OF LAW; LICENSES AND PERMITS.  Except as\nset forth on Schedule 2.09, none of the Purchased Businesses is\nor, to the knowledge of the CS Parties or the Purchased\nBusinesses in the past five years has been, in violation in any\nmaterial respect of applicable material laws, material ordinances,\nmaterial rules, material regulations, material orders or material\ndecrees, including, without limitation, any antitrust or\ncompetition laws.  Each of the Purchased Businesses has all\nmaterial licences, material permits or other material\nauthorizations of Governmental Authorities necessary for the\nproduction and sale of its products, and has all other required\nmaterial licenses, material permits or other material\nauthorizations of Governmental Authorities and has made all\nrequired material filings with any Governmental Authorities\nnecessary for the conduct of its business.\n\n                              - 17 -\n\n\n\n     2.10 PROPERTY.\n\n          (a)  Schedule 2.10(a) sets forth a complete and\naccurate list and description of all the real property that any\nof the Purchased Businesses currently owns or has agreed (or has\nan option) to purchase (the \"Owned Real Property\") or leases for\nannual lease payments in excess of U.S.$150,000 (the \"Leased Real\nProperty,\" and together with the Owned Real Property, the \"Real\nProperty\").  Except as set forth in Schedule 2.10(a), (i) none of\nthe Real Property is subject to any governmental decree or order,\nor to the knowledge of the CS Parties or the Purchased Businesses\nthreatened or proposed order, to be sold or taken by any\nGovernmental Authority, and (ii) none of the Owned Real Property,\nor to the knowledge of the CS Parties or the Purchased Businesses\nthe Leased Real Property, is subject to any rights of way,\nbuilding use restrictions, exceptions, variances, reservations or\nlimitations (other than any rights of way, building use\nrestrictions, exceptions, variances, reservations or limitations\nwhich do not affect in any material respect the value of any such\nReal Property or the ability to own (in the case of the Owned\nReal Property), or to use, operate or conduct business, as\ncurrently used, operated or conducted, on any such Real Property).\nThe plants and structures owned or leased by the Purchased\nBusinesses are in reasonable condition.\n\n          (b)  Except as set forth in Schedule 2.10(b), the Purchased\nBusinesses (i) own good and marketable title to, or hold valid,\nenforceable and subsisting leasehold interests in, all of the\nReal Property and have good, valid and marketable title to all\nmaterial tangible properties and assets reflected, but not shown\nas leased or encumbered, in the 1997 Balance Sheets (except for\ninventory and assets sold in the ordinary course of business\nconsistent with past practice and supplies consumed in the\nordinary course of business consistent with past practice), free\nand clear of any and all Security Interests other than Permitted\nLiens (as defined in Section 2.10(d)), and (ii) own the Owned\nReal Property free and clear of all title defects or Security\nInterests other than Permitted Liens.\n\n          (c)  The rights, properties and other assets presently owned,\nleased or licensed by the Purchased Businesses include all\nmaterial rights, material properties and other material assets\nnecessary to permit the Purchased Businesses to conduct their\nbusinesses in all material respects in the same manner as they\nhave been currently conducted.  The Assets include all material\ntangible and intangible assets associated with the Owned\nTrademarks in each country included in the transactions\ncontemplated by this Agreement, and include, without limitation,\nall material assets, wherever located, used by CS and its\nsubsidiaries in connection with their international beverages\nbusiness (excluding the United States, South Africa, France and\nAustralia), and all other ancillary activities conducted in\nconnection with ownership and use of the Owned Trademarks by CS\nand its Affiliates.\n\n          (d)  As used in this Agreement, \"Permitted Liens\" means the\nfollowing Security Interests: (i) Security Interests for Taxes,\nassessments or other governmental charges or levies that are not\nyet due or payable or that are being contested in good faith by\nappropriate proceedings; (ii) statutory Security Interests of\nlandlords and Security Interests of carriers, warehousemen,\nmechanics, materialmen, repairmen and other Security Interests\nimposed by statute and on a basis consistent with past practice\nfor amounts not yet due; (iii) Security\n\n                              - 18 -\n\n\n\nInterests incurred or deposits made in the ordinary course of the\nPurchased Businesses and on a basis consistent with past practice\nin connection with worker's compensation, unemployment insurance\nor other types of social security; (iv) minor defects of title,\neasements, rights-of-way, restrictions and other similar\nencumbrances not detracting in any material respect from the\nvalue of any of the Real Property or interfering with the\nordinary conduct of the Purchased Businesses; and (v) Security\nInterests incurred in the ordinary course of the Purchased\nBusinesses and on a basis consistent with past practice securing\nobligations or liabilities which are not individually, or in the\naggregate, material to the relevant Real Property.\n\n     2.11 LEASES.  Schedule 2.11 contains a complete and accurate\nlist of all leases and lease-purchase arrangements pursuant to\nwhich any of the Purchased Businesses leases real or personal\nproperty from others involving annual payments in excess of\nU.S.$150,000.  Each such lease is valid, binding and enforceable\nin accordance with its terms and is in full force and effect;\nthere are no existing material defaults with respect thereto by\nany of the Purchased Businesses, or to the knowledge of the CS\nParties or the Purchased Businesses any other party thereto; and\nno event has occurred which (whether with or without notice,\nlapse of time or the happening or occurrence of any other event)\nwould constitute a material default thereunder by any of the\nPurchased Businesses, or to the knowledge of the CS Parties and\nthe Purchased Businesses any other party thereto.  None of the\nPurchased Businesses is subject to any capital leases.\n\n     2.12  INDEBTEDNESS FOR BORROWED MONEY.  Except as set forth\non Schedule 2.12 and except for indebtedness payable to CS or any\nsubsidiary of CS, there is no direct or indirect indebtedness for\nborrowed money of any of the Purchased Businesses or relating to\nany of the Assets in any case either (i) on terms which do not\nreflect arms' length terms, or (ii) in excess of U.S. $1,000,000,\nincluding any indebtedness by way of lease-purchase arrangements,\nguarantees, undertakings on which others rely in extending credit\nand conditional sales contracts, chattel mortgages and other\nsecurity arrangements with respect to personal property used or\nowned by any of the Purchased Businesses or relating to any of\nthe Assets.  No such indebtedness set forth on Schedule 2.12\nprovides for any prepayment penalty or premium.\n\n     2.13  INTELLECTUAL PROPERTY.\n\n          (a)  \"Owned Trademarks\" shall mean the trademarks set\nforth on Schedule 2.13(a)(i).  \"Major Trademarks\" shall mean\nthose registrations included in the Owned Trademarks that\ncorrespond to the brand names, current labels, elements of\ncurrent labels, current slogans, and current bottle designs of\nthe products currently being sold in the countries set forth on\nSchedule 2.13(a)(ii).  Without limiting the foregoing, and in\naddition thereto, any trademark registrations of the Owned\nTrademarks which are currently in bona fide commercial use by\nthe Purchased Businesses shall be considered Major Trademarks and\nany trademark registrations of the Owned Trademarks for the\nDR. PEPPER trademark, which are currently in use by the Purchased\nBusinesses, shall be considered Major Trademarks.  \"Miscellaneous\nTrademarks\" shall mean all trademark registrations and\napplications of the Owned Trademarks not included in the Major\nTrademarks.  Schedule 2.13(a)(iii) sets forth a complete and\naccurate list of all patents and copyrights, including\nregistrations thereof and applications therefor, and industrial\ndesign registrations, in each case owned by the CS Parties and\nmaterial to the\n\n                              - 19 -\n\n\n\nPurchased Businesses (the \"Intellectual Property Rights\").\nSchedule 2.13(a)(iv) sets forth a complete and accurate list of\nall licenses of patents, trademarks, trade names, service marks,\ncopyrights and applications therefor licensed to any of the CS\nParties that are material to the Purchased Businesses (the\n\"Licensed Rights\").  The consummation of the transactions\ncontemplated hereby will not result in the termination or\nimpairment of any of the Major Trademarks.\n\n          (b)  The CS Parties, the Purchased Company, and the\nSubsidiaries hold good, valid and enforceable right, title and\ninterest in and to the Major Trademarks free and clear of any\nSecurity Interests and at the Applicable Closing the CS Parties\nwill transfer to the KO Buyers good, valid and enforceable right,\ntitle and interest in and to the Major Trademarks, free and clear\nof any Security Interests.  The Major Trademarks have not been\nadjudged invalid or unenforceable in whole or in part, and any\nregistrations thereof are in full force and effect.\n\n          (c)  The CS Parties are not aware of any existing facts\nor circumstances that may reasonably be expected to result in the\ninvalidity or unenforceability of the Major Trademarks.  The\nvalidity of the Major Trademarks, and title thereto have not been\nsuccessfully challenged in any prior litigation and except as set\nforth in Schedule 2.13(b) (i) are not being challenged in any\npending litigation and (ii) to the knowledge of the CS Parties,\nare not the subject(s) of any threatened litigation.  None of\nmatters on Schedule 2.13(b) may reasonably be expected to result\nin the invalidity or unenforceability of any of the Major\nTrademarks.\n\n          (d)  Except as set forth on Schedule 2.13(b), no Person\nis currently engaging in any commercial activity that infringes\nupon the Major Trademarks or has engaged in any commercial\nactivity infringing upon the Major Trademarks that has any\ncurrent effect.\n\n          (e)  Except as set forth on Schedule 2.13(b), to the\nknowledge of the CS Parties, no person is engaging in any\ncommercial activity that infringes upon the Miscellaneous\nTrademarks or the Intellectual Property rights in any material\nrespect.  Except as set forth on Schedule 2.13(b), to the\nknowledge of the CS Parties, the CS Parties, the Purchased\nCompany, and\/or the Subsidiaries own the Intellectual Property\nRights and the Miscellaneous Trademarks free and clear of any\nSecurity Interests.  Except as set forth on Schedule 2.13(b),\nto the knowledge of the CS Parties, the Intellectual Property\nRights and the Miscellaneous Trademarks have not been adjudged\ninvalid or unenforceable in whole or in part, and any\nregistrations thereof are valid and in full force and effect.\nExcept as set forth on Schedule 2.13(b), to the knowledge of the\nCS Parties, the validity of the Intellectual Property Rights and\nthe Miscellaneous Trademarks, and title thereto, and the rights\nof the CS Parties in the Licensed Rights, (i) have not been\nsuccessfully challenged in any prior litigation; (ii) are not\nbeing challenged in any pending litigation and (iii) to the\nknowledge of the CS Parties, are not the subject(s) of any\nthreatened litigation.\n\n          (f)  Except as set forth on Schedule 2.13(b), the use\nof the Major Trademarks and to the knowledge of the CS Parties\nthe operation of the businesses of the Purchased Businesses and\nthe use of the Intellectual Property Rights and the Miscellaneous\nTrademarks, have not been alleged to infringe upon, and do not\ninfringe upon, any patents, trademarks, trade\n\n                              - 20 -\n\n\n\nnames, service marks, or copyrights of third parties in any\nmaterial respect.  Except as set forth on Schedule 2.13(b), to\nthe knowledge of the CS Parties, the consummation of the\ntransactions contemplated hereby will not result in the\ntermination or impairment of the Miscellaneous Trademarks and\nthe Intellectual Property Rights in any material respect.  To\nthe knowledge of the CS Parties, the patents, trademarks, trade\nnames, service marks, or copyrights licensed to the CS Parties as\nLicensed Rights have not been alleged to infringe upon and do not\ninfringe upon any patents, trademarks, trade names, service marks,\nor copyrights of third parties in any material respect.\n\n          (g)  The trademarks set forth on Schedule 2.13(a)(i)\nand the licenses set forth on Schedule 2.13(a)(iv) include all of\nthe trademark rights owned by or licensed to the CS Parties\nmaterial to, and used in the conduct of, the Purchased Businesses\nas currently conducted.\n\n          (h)  Each license of the Licensed Rights is valid and\nbinding and is enforceable in accordance with its terms in a\nmanner that obtains for or imposes upon the parties the primary\nmaterial benefits and obligations of such license.  As of the\ndate of this Agreement, to the knowledge of the CS Parties, there\nis no material pending or threatened bankruptcy, insolvency, or\nsimilar proceeding with respect to any party to such license, and\nno event has occurred which (whether with or without notice,\nlapse of time or the happening or occurrence of any other event)\nwould constitute a material default by the Purchased Businesses\nthereunder or, to the knowledge of the CS Parties, by any other\nparty to such license.  The Purchased Businesses have complied\nin all material respects with the provisions of such license.\n\n          (i)  Except as set forth on Schedule 2.13(b), to the\nknowledge of the CS Parties, no advertising, promotional material,\npackaging material or other material currently used by the\nPurchased Businesses in connection with the sale, offer for sale\nor distribution of products in connection with the Purchased\nBusinesses, has been alleged to infringe upon the patents,\ntrademarks, trade names, service marks or copyrights of third\nparties in any material respect.\n\n          (j)  KO acknowledges that the representations and\nwarranties contained in Section 2.10(c) and this Section 2.13 are\nthe only representations and warranties being made in this\nAgreement with respect to the Owned Trademarks, Intellectual\nProperty Rights and the Licensed Rights.\n\n    2.14 LITIGATION AND CLAIMS.  Schedule 2.14 sets forth all\npending or, to the knowledge of the CS Parties or the Purchased\nBusinesses, threatened, litigation, claims, suits, actions,\ninvestigations, indictments, informations or proceedings (except\nfor Environmental Claims which are addressed in Section 2.17)\ninvolving amounts in excess of U.S.$250,000 to which any of the\nPurchased Businesses is or may become a party or is or may be\nsubject.  Except as set forth in Schedule 2.14, there are no\nmaterial judgments, material orders, material injunctions,\nmaterial decrees, material stipulations or material awards\n(whether rendered by a court, administrative agency or by\narbitration) (except for Environmental Claims which are addressed\nin Section 2.17) enforceable against or relating to any of the\nPurchased Businesses.\n\n                              - 21 -\n\n\n\n     2.15 EMPLOYEE CONTRACTS, UNION AGREEMENTS AND BENEFIT PLANS.\n\n          (a)  As used in this Agreement, the term \"Employee\nBenefit Plans\" means all material written and enforceable oral\nagreements, arrangements, commitments or policies of any kind\nwhich relate to compensation, remuneration or benefits in any way\nor which constitute employment, consulting or collective\nbargaining contracts, or deferred compensation, pension, multi-\nemployer, profit sharing, thrift, retirement, stock ownership,\nstock appreciation rights, bonus, stock option, stock purchase or\nother compensation commitments, benefit plans, arrangements or\nplans, including all welfare plans and all union-sponsored plans,\nof or pertaining to the present or former employees (including\nretirees) or directors (or their dependents, spouses or\nbeneficiaries) of any of the Purchased Businesses or any\npredecessors in interest thereto, that are currently in effect or\nas to which any of the Purchased Businesses has any ongoing\nliability or obligation whatsoever.\n\n          (b)  Schedule 2.15(b) contains a complete and accurate\nlist of each collective bargaining agreement and any Employee\nBenefit Plan providing for benefits which either are not\ncustomary or which are outside of the ordinary course of business.\nEach Purchased Business and its predecessors in interest have\ncomplied in all material respects with all of their respective\nobligations with respect to all Employee Benefit Plans, including\nthe payment of all material social security and other material\ncontributions required by law, and the Employee Benefit Plans\nhave been maintained in compliance in all material respects with\nall applicable laws, rules and regulations.  No Employee Benefit\nPlan (other than union-sponsored plans) is currently under\ninvestigation, audit or review by any Governmental Authority and\nto the knowledge of the CS Parties and the Purchased Businesses,\nno union-sponsored plan included within the definition of\nEmployee Benefit Plan is currently under investigation, audit or\nreview by any Governmental Authority.  No Employee Benefit Plan\n(other than union-sponsored plans) is liable for any material\namount of Taxes, except in the ordinary course and for current\nperiods, and to the knowledge of the CS Parties and the Purchased\nBusinesses, no union-sponsored plan included within the\ndefinition of Employee Benefit Plan is liable for any material\namount of Taxes, except in the ordinary course and for current\nperiods.  There are no material claims pending, or to the\nknowledge of the CS Parties or the Purchased Businesses\nthreatened, by any participant in any of the Employee Benefit\nPlans, except for benefits to participants or beneficiaries in\naccordance with the terms of the Employee Benefit Plans.  There\nis no obligation on the part of any of the Purchased Businesses\nto pay any bonus to retired or retiring employees or former\nemployees under any collective bargaining agreement.\n\n          (c)  There are no material loans or other material\nadvances made by any of the Purchased Businesses to any present\nor former employees (including retirees), directors or\nindependent contractors (or their dependents, spouses or\nbeneficiaries) of any of the Purchased Businesses, except in the\nordinary course of business consistent with past practice.\n\n     2.16 LABOR RELATIONS.  Except as set forth in Schedule 2.16:\n\n          (a)  Each of the Purchased Businesses is in compliance\nin all material respects with all collective bargaining\nagreements with respect to employment and employment practices,\n\n                              - 22 -\n\n\n\nterms and conditions of employment and wages and hours and\noccupational safety and health.\n\n          (b)  There is no material unfair labor practice or\ncharge or complaint or any other similar matter against or\ninvolving any of the Purchased Businesses pending, or to the\nknowledge of the CS Parties or the Purchased Businesses\nthreatened, before any Governmental Authority.  There is no labor\nstrike, dispute, slowdown or stoppage pending, or to the\nknowledge of the CS Parties or the Purchased Businesses\nthreatened, against any of the Purchased Businesses.  No material\ngrievance proceeding or material arbitration proceeding arising\nout of or under any collective bargaining agreement is pending,\nor to the knowledge of the CS Parties or the Purchased Company\nthreatened, against any of the Purchased Businesses.  No\ncollective bargaining agreement in any way prevents any of the\nPurchased Businesses from relocating or closing any of its\noperations.\n\n          (c)  There are no material charges, material\nproceedings or material formal complaints of discrimination\n(including discrimination based upon sex, age, marital status,\nrace, religion, national origin, sexual preference, handicap or\nveteran status) pending, or to the knowledge of the CS Parties or\nthe Purchased Businesses threatened, by or before any\nGovernmental Authority with respect to any of the Purchased\nBusinesses.\n\n     2.17 ENVIRONMENTAL PROTECTION.  Except as set forth in\nSchedule 2.17:\n\n          (a)  Each of the Purchased Businesses has obtained all\nmaterial permits, material licenses and other material\nauthorizations and filed all material notices which are required\nto be obtained or filed by it for the operation of its business\nunder Environmental Laws.  Each of the Purchased Businesses is in\ncompliance in all material respects with all terms and conditions\nof such permits, licenses and authorizations.\n\n          (b)  Each of the Purchased Businesses is in compliance\nin all material respects with all applicable Environmental Laws.\nNone of the Purchased Businesses has received any communication,\nwhether from a Governmental Authority, citizens group, employee\nor otherwise, that alleges that any of the Purchased Businesses\nis not in such compliance.  There are no past or present events,\nconditions, circumstances, activities, practices, incidents,\nactions, failures to act or plans which are reasonably likely to\ninterfere with or prevent continued compliance in all material\nrespects with Environmental Laws, or which are reasonably likely\nto give rise to any material common law or statutory liability,\nor otherwise form the basis of any material Environmental Claim\n(as hereinafter defined) against any of the Purchased Businesses\nor against any Person whose liability for any Environmental Claim\nany of the Purchased Businesses has or may have retained or\nassumed either contractually or by operation of law.  There are\nno material Environmental Claims pending, or to the knowledge of\nthe CS Parties or the Purchased Businesses threatened, against\nany of the Purchased Businesses.\n\n          (c)  As used herein, the following terms have the\nfollowing meanings:\n\n               (i)  \"Environmental Claim\" means any notice\nreceived by any of the CS Parties or the Purchased Businesses,\nalleging liability (including, without limitation, liability\n\n                              - 23 -\n\n\n\nfor investigatory costs, cleanup costs, governmental response\ncosts, natural resource damages, property damages, personal\ninjuries, fines, permit or registration fees or penalties), and\nany action, suit, proceeding, hearing or investigation involving\nor against any of the Purchased Businesses or any of their assets\nor properties (or any predecessor in interest) arising out of,\nbased upon or resulting from (i) the presence in, or release into,\nthe environment of any Material of Environmental Concern at any\nlocation, or in connection with business operations, whether or\nnot owned by any of the Purchased Businesses, or (ii)\ncircumstances forming the basis of any violation or alleged\nviolation of any Environmental Law.\n\n               (ii)  \"Environmental Laws\" means all applicable\nlaws, rules and regulations in effect on or prior to the\nApplicable Closing Date relating to pollution or the protection\nof human health and the environment (including, without\nlimitation, ambient air, surface water, ground water, land\nsurface or subsurface strata) and similar laws, rules and\nregulations relating to the protection of human health,\nincluding, without limitation, laws, rules and regulations\nrelating to discharge, emissions, releases or threatened releases\nof Material of Environmental Concern or otherwise relating to the\nmanufacture, processing, distribution, use, treatment, storage,\ndisposal, transport or handling of Material of Environmental\nConcern.\n\n               (iii)  \"Material of Environmental Concern\" means\nasbestos, polychlorinated biphenyls (\"PCBs\"), chemicals,\npollutants, contaminants, wastes, hazardous or toxic substances\nor materials, petroleum and petroleum products or any other\nmaterials that are subject to regulation pursuant to\nEnvironmental Laws or are defined as \"hazardous substances\"\nwithin the meaning of any Environmental Laws.\n\n     2.18 INSURANCE POLICIES.  The Purchased Businesses are\ncovered by insurance policies or binders of insurance or programs\nof self-insurance of such types and in such amounts as are\nreasonable or consistent in all material respects with customary\npractices and standards of the beverage industry in the relevant\ngeographic areas.  Each such policy is valid and binding and in\nfull force and effect, no premiums currently due thereunder have\nnot been paid, and none of CS, the CS Parties, the Purchased\nCompany or any Subsidiary has received any notice of material\nreduction, cancellation or termination in respect of any such\npolicy or is in material default thereunder. Except as disclosed\nin Schedule 2.18 and except for any CS Policies (as defined in\nSection 4.13), such policies will continue in full force and\neffect following the Applicable Closing without penalty provided\nthe premiums are paid.\n\n     2.19 MAJOR SUPPLIERS AND CUSTOMERS.  None of the Purchased\nBusinesses is engaged in any material dispute with any of its\nmaterial suppliers or material customers.\n\n     2.20 CONTRACTS AND COMMITMENTS.\n\n          (a)  For purposes of this Agreement, \"Contract\" means\nany contract, agreement, promissory note, debt instrument,\ncommitment, arrangement, undertaking or understanding to which\nany of the Purchased Businesses is legally bound or to which it\nor its property is subject, whether written or oral and including\nwithout limitation each and every amendment, modification or\nsupplement to any of them.\n\n                              - 24 -\n\n\n\n          (b)  Schedule 2.20(b) lists each Contract (other than\nContracts required to be included on Schedule 2.11, 2.13, 2.15\nand 2.20(c)):\n\n               (i)    for the purchase or rental of materials,\ninventory and supplies by any of the Purchased Businesses which\nindividually exceeds U.S$3,000,000;\n\n               (ii)   for the sale of goods or products by any of\nthe Purchased Businesses which individually involves an amount or\nvalue in excess of U.S.$3,000,000;\n\n               (iii)  for the purchase of services by any of the\nPurchased Businesses which individually involves an amount in\nexcess of U.S.$3,000,000;\n\n               (iv)  under which any of the Purchased Businesses\nacts or has agreed to act as guarantor, surety, co-signer,\nendorser, co-maker or indemnitor in respect of the contract or\ncommitment of any other Person, in each case involving an amount\nor value in excess of U.S. $1,000,000;\n\n               (v)  containing covenants limiting in any material\nrespect the freedom of any of the Purchased Businesses to compete\nin any line of business in any geographic area covered by this\nAgreement or providing benefits substantially similar to those\nprovided by an equity interest; and\n\n               (vi)  which is material to the Purchased Businesses\ntaken as a whole or the absence of which would have or would be\nreasonably likely to have a Material Adverse Effect.\n\n          (c)  Except for arms'-length commercial arrangements\nentered into by the Purchased Businesses with their respective\nbottlers in the ordinary course of business pursuant thereto,\nthe bottling agreements and distribution agreements provided by\nCS to KO and listed on Schedule 2.20(c) are true, correct and\ncomplete and constitute all of the bottling and distribution\nagreements to which any of CS or any of its Affiliates is a party.\nExcept as set forth on Schedule 2.20(c), there are no sublicenses\nof any such bottling or distribution agreements or any rights\nthereunder.  It is CS's practice not to include in its bottling\nand distribution agreements change of control provisions with\nrespect to CS or provisions which would prohibit or limit CS's\nability to assign such agreements.  Accordingly, other than for a\nsmall number of agreements, there are no bottling or distribution\nagreements containing change of control provisions with respect\nto CS or provisions which prohibit or limit CS's ability to assign\nsuch agreements.  With respect to each bottling or distribution\nagreement which is incomplete, unsigned or in draft form, or as\nto which the termination date cannot be determined from the\nbottling or distribution agreement as furnished to KO prior to\nthe date hereof, the actual complete, signed, effective bottling\nagreement with regard to such territory, and such termination\ndate, is not materially (x) different from what was furnished to\nKO with respect to that territory (as listed on Schedule 2.20(c)),\nor (y) later than the termination date specified in Schedule 2 to\nthe letter between the parties dated November 25, 1998,\nrespectively.\n\n                              - 25 -\n\n\n\n     2.21 AGREEMENTS IN FULL FORCE AND EFFECT.  Except as set\nforth in Schedule 2.21, all Contracts referred to, or required\nto be referred to, in Schedules 2.20(b) and 2.20(c) are valid\nand binding, and are enforceable in accordance with their terms\nin a manner that obtains for or imposes upon the parties the\nprimary material benefits and obligations of such Contracts.\nExcept as set forth in Schedule 2.21, to the knowledge of the\nCS Parties or the Purchased Businesses there is no material\npending or threatened bankruptcy, insolvency or similar\nproceeding with respect to any party to such Contracts, and no\nevent has occurred which (whether with or without notice, lapse\nof time or the happening or occurrence of any other event) would\nconstitute a material default by the Purchased Businesses\nthereunder or, to the knowledge of the CS Parties or the\nPurchased Businesses, by any other party to any such Contract.\nThe Purchased Businesses have complied in all material respects\nwith the provisions of such Contracts.\n\n     2.22 ABSENCE OF CERTAIN CHANGES AND EVENTS.  Except as set\nforth in Schedule 2.22, since January 3, 1998, the Purchased\nBusinesses taken as a whole have been conducted only in the\nordinary course, and the Purchased Businesses have not:\n\n          (a)  suffered any event or change, which individually\nor in the aggregate, has had or is reasonably likely to have a\nMaterial Adverse Effect;\n\n          (b)  made any declaration, setting aside or payment of\nany dividend (other than cash dividends) or other distribution of\nassets (whether in cash, stock or property) with respect to its\ncapital stock, or issued or sold any of its capital stock, or\nmade any change in its issued and outstanding capital stock, or\nissued any warrant, option or other right to purchase shares of\nits capital stock, or any security convertible into its capital\nstock or redeemed, purchased or otherwise acquired (directly or\nindirectly) any shares of its capital stock;\n\n          (c)  acquired any material business or any material\ninterest in any material business;\n\n          (d)  suffered any material adverse change in its\nrelationships with any material suppliers or material customers;\n\n          (e)  except as required by law and except in the\nordinary course of business consistent with past practice, (i)\nincreased (or announced any increase of) the compensation payable\nor to become payable to any employee or increased any bonus,\ninsurance, pension or other employee benefit plan, payment or\narrangement for such employees, (ii) entered into or amended any\nemployment, consulting, severance or similar agreement or (iii)\nhired, committed to hire, or terminated any employee whose annual\ncompensation exceeds U.S.$150,000;\n\n          (f)  except after the date of this Agreement in the\nordinary course of business consistent with past practice,\nincurred, assumed or guaranteed any obligation or liability for\nborrowed money in excess of U.S. $1,000,000, or exchanged,\nrefunded or renewed any outstanding indebtedness in excess of\nU.S. $1,000,000;\n\n                              - 26 -\n\n\n\n          (g)  except in the ordinary course of business\nconsistent with past practice, paid, discharged or satisfied any\nclaim, liability or obligation involving amounts in excess of\nU.S. $1,000,000 in the aggregate;\n\n          (h)  permitted any of its material assets to be\nsubjected to any Security Interest;\n\n          (i)  intentionally waived any material claims or rights;\n\n          (j)  sold, transferred or otherwise disposed of any\nmaterial assets, except in the ordinary course of business\nconsistent with past practice;\n\n          (k)  made capital expenditures or investments\nindividually in excess of U.S.$1,000,000;\n\n          (l)  made any change in any method of accounting, or\nany practice or principle of accounting, except for any changes\nafter the date of this Agreement which are required by UK GAAP;\n\n          (m)  paid, loaned or advanced any amount or asset to\nor sold, transferred or leased any asset to any employee except\nfor normal compensation involving salary and benefits in the\nordinary course of business consistent with past practice;\n\n          (n)  written down the value of any inventory in excess\nof U.S. $3,000,000 in the aggregate on an annual basis, or\nwritten off as uncollectible or forgiven any notes or accounts\nreceivable or other debt or increased its allowance for doubtful\naccounts by a total of more than U.S. $4,000,000 in the aggregate\non an annual basis;\n\n          (o)  amended the charter, bylaws or other governing\ndocuments of the Purchased Company or the Subsidiaries;\n\n          (p)  materially amended or terminated any material\nContract, including any bottling or distribution agreement or any\nEmployee Benefit Plan, except in the ordinary course of business,\nor materially amended or entered into any new collective\nbargaining agreement except in the ordinary course of business;\n\n          (q)  entered into any material commitment or\ntransaction, other than in the ordinary course of business\nconsistent with past practice;\n\n          (r)  knowingly done any act, omitted to do any act, or\npermitted any act within its control which would cause a material\nbreach of any representation, warranty, covenant, agreement or\nobligation contained in this Agreement; or\n\n          (s)  agreed in writing, or otherwise, to take any\naction described in this Section 2.22.\n\n                              - 27 -\n\n\n      \n     2.23 TAX MATTERS.\n\n          (a)  For purposes of this Agreement, \"Taxes\" shall mean\nall income, franchise, capital stock, real property, personal\nproperty, tangible, withholding, unemployment compensation,\ndisability, transfer, sales, use, excise, soft drink, gross\nreceipts and all other taxes, assessments, charges, duties, fees,\nlevies or other governmental charges (including interest,\npenalties or additions associated therewith) of any kind for\nwhich the Purchased Company or the Subsidiaries may have any\nliability imposed by any Governmental Authority or to which any\nof the Assets may be subject in the hands of a KO Buyer, whether\ndisputed or not, and any charges, interest or penalties imposed\nby any Governmental Authority as the result of the failure to\nfile any Tax Return.  \"Tax Return\" shall mean any report, return,\ndeclaration or other information required to be supplied to a\nGovernmental Authority in connection with Taxes.\n\n          (b)  Except as otherwise disclosed in Schedule 2.23 and\nexcept in such respects as are not material: (i) all Tax Returns\n(as defined in Section 2.23(a)), including estimated returns and reports\nof every kind with respect to Taxes, which are due to have been\nfiled through the date of this Agreement in accordance with any\napplicable law or any applicable extensions, have been duly filed\n(and all such returns or reports due after the date of this\nAgreement and on or prior to the Applicable Closing Date will be\nfiled prior to the Applicable Closing Date); (ii) all Taxes shown\non such Tax Returns or otherwise required to be paid by any of\nthe Purchased Businesses (whether or not a Tax Return is required\nto be filed in respect thereof) have been paid in full or are\naccrued or will be accrued as of the Applicable Closing Date as\nliabilities for Taxes on the books and records of the Purchased\nBusinesses; (iii) the Taxes so paid on or before the date of\nthis Agreement, together with any amounts accrued as liabilities\nfor Taxes (including Taxes accrued as currently payable) on the\nbooks of the Purchased Company and the Subsidiaries, will be\nadequate based on the applicable tax rates, laws and regulations\nto satisfy all liabilities for Taxes of the Purchased Company and\nSubsidiaries in any jurisdiction through the Applicable Closing\nDate, including Taxes payable with respect to income treated in\naccordance with Section 5.04(a) hereof as earned through the\nApplicable Closing Date; (iv) there are not now any extensions\nof time in effect with respect to the dates on which any Tax\nReturns were or are due to be filed; (v) all deficiencies\nasserted as a result of any examination of any Tax Return have\nbeen paid in full, accrued on the books of the Purchased Company\nor the Subsidiaries, or finally settled, and no issue has been\nraised in any such examination which, by application of the same\nor similar principles, reasonably could be expected to result in\na proposed deficiency for any other period not so examined; (vi)\nno Tax claims have been asserted and no proposals or deficiencies\nfor any Taxes are being asserted, proposed or threatened, and no\naudit or investigation of any Tax Return is currently underway,\npending or threatened; (vii) within the CS Parties' knowledge the\nTax bases for all depreciable assets held by the Purchased\nBusinesses have been determined in good faith and in accordance\nwith applicable law; (viii) no Tax Returns relating to taxable\nperiods ending on or after December 31, 1992 have been examined\nor audited by any Governmental Authorities; (ix) there are no\noutstanding waivers or agreements by or with respect to any of\nthe Purchased Businesses for the extension of time for the\nassessment of any Taxes or deficiency thereof, nor are there any\nrequests for rulings, outstanding subpoenas or requests for\ninformation, notice of proposed reassessment of any property\nowned or leased by any of the Purchased Businesses pending\nbetween any of the Purchased Businesses and any\n\n                              - 28 -\n\n\n\ntaxing authority; (x) there are no liens for Taxes on any of the\nassets of the Purchased Businesses, other than liens for Taxes\nwhich are not yet past due, nor are there any such liens within\nthe CS Parties' knowledge for Taxes which are pending or\nthreatened; (xi) since December 31, 1997, there have not been\nestablished on the books, records or financial statements of the\nPurchased Businesses any accruals or reserves for Taxes other\nthan in the ordinary course of business consistent with past\npractice; and (xii) none of the Purchased Businesses has any\npotential liability to Taxes arising from the use of any form of\ngroup transaction relief.\n\n          (c)  The Purchased Company and the Subsidiaries have\ndelivered to KO true and complete copies of all income Tax\nreturns (together with any revenue agent's reports) relating to\nits operations for the three most recent years for which Tax\nreturns are due to have been filed.\n\n     2.24 ACCOUNTS RECEIVABLE.  Except as shown in Schedule 2.24,\nall of the accounts receivable of the Purchased Businesses in\nexcess of U.S.$2,000,000 are valid and existing, and as of the\ndate of this Agreement, there is no material dispute regarding\nthe collectibility of any such accounts receivable.  None of the\naccounts receivable of the Purchased Businesses is factored, and\nsince January 31, 1998, none of the Purchased Businesses has\nfactored any of its accounts receivable.\n\n     2.25 PRODUCT AND SERVICE WARRANTIES.  Except in the ordinary\ncourse of business consistent with past practice and except as\nset forth on Schedule 2.25, none of the Purchased Businesses\nmakes any express warranties or guaranties on its own behalf as\nto goods sold or services provided by it.\n     \n     2.26 BROKERS' AND FINDERS' FEES.  None of the CS Parties or\nthe Purchased Businesses or any of their respective Affiliates or\nanyone acting on behalf of any of them has done anything to cause\nor incur any liability to any party for any brokers' or finders'\nfees or the like in connection with this Agreement or any\ntransaction contemplated hereby.\n\n     2.27 TRANSACTIONS WITH AFFILIATES.  Except as disclosed in\nSchedule 2.27, none of the CS Parties or any Affiliate thereof\n(i) is indebted to any of the Purchased Businesses with respect\nto any liabilities or obligations which will survive the\nApplicable Closing Date with respect to such Purchased\nBusinesses, (ii) is a party to any Contract with any of the\nPurchased Businesses with respect to which any liabilities or\nobligations thereunder will survive the Applicable Closing Date,\nor (iii) has an ownership interest in any business, corporate or\notherwise, that is a party to, or in any property which is the\nsubject of, business arrangements or relationships of any kind\nwith any of the Purchased Businesses with respect to which any\nliabilities or obligations thereunder will survive the\nApplicable Closing Date (excluding for such purposes the\nownership of less than 5% of the outstanding equity of any\npublicly traded corporation of which such Person is neither an\nofficer or a director).  None of the CS Parties or any Affiliate\nthereof or any officer or director of any of the CS Parties or\nany Affiliate thereof (including any officer or director of any\nof the Purchased Businesses) is a party to any Contract with any\nof the Purchased Businesses which is not on arms' length terms,\nor has an ownership interest in any business, corporate or\notherwise, that is a party to, or in any property which is the\nsubject of, business\n\n                              - 29 -\n\n\n\narrangements or relationships of any kind with any of the\nPurchased Businesses which are not on arms' length terms.\n\n     2.28 YEAR 2000.\n\n     For the purposes of this Section 2.28, the following terms\nshall have the meanings set forth below:\n\n     \"Facilities\" means any facilities, processes, equipment or\nother assets owned, or to the extent material to the Plants\nleased, by any of the Plants in any location, including HVAC\nsystems, mechanical systems, elevators, security systems, fire\nsuppression systems, telecommunications systems, fax machines,\ncopy machines, and equipment.\n\n     \"Products\" means any products currently sold by any of the\nPlants.\n\n     \"Internal MIS Systems\" means any computer software and\nsystems (including hardware, firmware, operating system software,\nutilities and applications software) used in the ordinary course\nof the business of the Plants (and in the case of such software\nand systems licensed from others, which is material to the\noperation of the businesses of the Plants), including, where\napplicable, their payroll, accounting, billing\/receivables,\npurchasing\/payables, inventory, asset tracking, customer service,\nhuman resources, and E-mail systems.\n\n     \"Year 2000 Compliant\" means that the Facilities, Products\nand Internal MIS Systems provide uninterrupted millennium\nfunctionality in that the Facilities, Products and Internal MIS\nSystems will record, store, process and present calendar dates\nfalling on or after January 1, 2000, in the same manner, and with\nthe same functionality, as the Facilities, Products and Internal\nMIS Systems record, store, process and present calendar dates\nfalling on or before December 31, 1999.\n\n     Schedule 2.28 sets forth the plan for each Plant\n(collectively, the \"Y2K Plan\") (i) setting forth the material\nsteps taken to date, and (ii) the material steps that they intend\nto take following the date hereof to remediate any failure of any\nof the Facilities, Products and Internal MIS Systems to be Year\n2000 Compliant in all material respects (the \"Year 2000 Computer\nDate Problem\").  None of the CS Parties or the Purchased\nBusinesses is aware of any facts or circumstances that would\nprevent the Plants from achieving remediation of the Year 2000\nComputer Date Problem in all material respects with respect to\nthe business of the Plants in accordance with the Y2K Plan.  Upon\nremediation of the Year 2000 Computer Date Problem in accordance\nwith the Y2K Plan, the Year 2000 Computer Date Problem will not\naffect the conduct of the business of the Plants in any material\nrespect.\n\n     CS represents and warrants that the Plants will not have\nexpenses after the Threshold Closing in excess of U.S. $200,000\nin order to remediate the Year 2000 Computer Date Problem.\n\n                              - 30 -\n\n\n\n     2.29 E.U. AND U.S. PRESENCE\n\n          (a)  The concentrate turnover and royalty or other\nincome derived from the ordinary activities (within the meaning\nof Council Regulation EEC No. 4064\/89) of the Purchased\nBusinesses (net of V.A.T., other turnover-related taxes and sales\nrebates and excluding sales turnover between undertakings within\nthe Purchased Businesses) but excluding turnover derived from the\nExcluded Assets received by the CS Group in its 1997 financial\nyear and attributable to the Purchased Businesses did not exceed:\n\n               (i)  Ecu 250 million in the European Union; or\n\n               (ii) Ecu 25 million in each of at least three\nMember States of the European Union.\n\n          (b)  Neither the Purchased Company nor the Subsidiaries\nis a \"United States issuer\" and the Assets and the assets owned\nby the Purchased Company and the Subsidiaries in each case\nlocated in the United States (i) collectively do not have an\naggregate book value or market value of US $15 million or more\nand (ii) collectively did not generate aggregate sales in or into\nthe United States of US $25 million or more in the most recent\nfiscal year, all as defined under 16 CFR Section 801.1 et seq.\n\n                             ARTICLE 3\n\n                 KO REPRESENTATIONS AND WARRANTIES\n\n     KO represents and warrants to CS that as of the date hereof\nand each Applicable Closing Date that:\n\n     3.01 CORPORATE ORGANIZATION.  Each of the KO Parties is a\ncorporation duly organized, validly existing and in good standing\nunder the laws of its jurisdiction of organization.\n\n     3.02 AUTHORIZATION, ETC.  Each of the KO Parties has, or in\nthe case of the KO Parties other than KO shall have at the time\nof execution and delivery of such documents, all requisite\ncorporate power and authority to execute and deliver this\nAgreement and all documents to be executed and delivered by the\nKO Parties contemplated hereby (collectively, the \"Buyer\nTransaction Documents,\" and together with the Seller Transaction\nDocuments, the \"Transaction Documents\") and to carry out their\nrespective obligations with respect to the transactions\ncontemplated hereby and thereby.  The execution and delivery of\nthis Agreement and the Buyer Transaction Documents and the\nconsummation of the transactions contemplated hereby and thereby\nhave been, or in the case of the KO Parties other than KO shall\nhave been at the time of execution and delivery of such documents,\nduly authorized by all necessary corporate action on the part of\neach of the KO Parties.  This Agreement has been (and the other\nBuyer Transaction Documents will be at the Threshold Closing or a\nSubsequent Closing, as applicable) duly and validly executed and\ndelivered by each of the KO Parties (assuming due authorization,\nexecution and delivery by the CS Parties of this Agreement and\nthe Transaction Documents to\n\n                              - 31 -\n\n\n\nwhich it is a party) and this Agreement constitutes (and each of\nthe other Buyer Transaction Documents will constitute at the\nThreshold Closing or a Subsequent Closing, as applicable) a valid\nand binding agreement, enforceable against each of the KO Parties,\nrespectively, in accordance with its terms.\n\n     3.03 NO CONFLICT.  Except as may be necessary as a result of\nany facts or circumstances relating solely to the CS Parties, the\nexecution and delivery of this Agreement and the Buyer\nTransaction Documents by the KO Parties, the consummation of the\ntransactions contemplated hereby and thereby by the KO Parties,\nand the performance of the covenants and agreements of the KO\nParties contained herein and therein will not, with or without\nthe giving of notice or the lapse of time, or both (i) to the\nknowledge of the KO Parties, require the KO Parties to make any\nmaterial filing or material registration with, or obtain any\nmaterial permit, material authorization, material consent or\nmaterial approval of, any Governmental Authority, except as set\nforth in Schedule 3.03 and except for filings, notifications or\napprovals required under any antitrust or competition laws, (ii)\nviolate or conflict with any provision of the certificate of\nincorporation or bylaws (or similar governing documents) of any\nof the KO Parties, (iii) in any material respect violate,\nconflict with, or result in a breach or default under, or result\nin the termination of, or cause the acceleration of the maturity\nof any material debt or material obligation pursuant to, any term\nor condition of any material mortgage, material indenture,\nmaterial contract, material license, material permit, material\ninstrument, material document or other material agreement,\nmaterial document or material instrument to which any of the KO\nParties is a party or by which any of the KO Parties or any of\ntheir respective properties may be bound, or (iv) to the\nknowledge of the KO Parties, except as set forth in Schedule 3.03\nand except for filings, notifications or approvals required under\nany antitrust or competition laws, violate any provision of any\nmaterial law, material judgment, material decree, material order,\nmaterial regulation or material rule of any Governmental\nAuthority or any arbitration award.\n\n     3.04 BROKERS AND FINDERS.  No KO Party has employed any\nbroker or finder or incurred any liability for any brokerage fees,\ncommissions or finders' fees in connection with the transactions\ncontemplated by this Agreement.\n\n     3.05 LITIGATION.  As of the date hereof, there are no\npending, or to the knowledge of the KO Parties threatened,\nlitigation, claims, suits, actions, investigations, indictments,\ninformation or proceedings which, if adversely determined, would\nbe reasonably expected to prevent or materially interfere with\nthe performance by the KO Parties of their respective obligations\nhereunder.\n\n                             ARTICLE 4\n\n                    COVENANTS OF THE CS PARTIES\n\n     4.01 PRE-CLOSING OPERATIONS.  Except to the extent not\nreasonably practicable in light of this Agreement and the\ntransactions contemplated by this Agreement and the Transaction\nDocuments, CS covenants and agrees (and shall cause the other CS\nParties to comply with this covenant), except as specifically\nconsented to in writing by KO (which consent shall not be\n\n                              - 32 -\n\n\n\nunreasonably withheld or delayed), that from the date of this\nAgreement to each Applicable Closing Date, the Purchased\nBusinesses shall be operated and conducted only in the ordinary\ncourse consistent with past practices, and shall carry on their\nbusiness in the same manner as currently conducted and not make\nor institute any material new methods of manufacture, purchase,\nsale, lease, management or operation.  By way of illustration and\nnot in limitation of the foregoing, except to the extent not\nreasonably practicable in light of this Agreement and the\ntransactions contemplated by this Agreement and the Transaction\nDocuments, CS agrees and shall cause the other CS Parties to\nagree that from the date of this Agreement to each Applicable\nClosing Date, except as set forth on Schedule 4.01 and except as\nconsented to in writing by KO (which consent shall not be\nunreasonably withheld or delayed) as follows:\n\n          (a)  Each of the Purchased Businesses shall manage its\nworking capital, including cash, receivables, other current\nassets, trade payables and other current liabilities in a fashion\nin all material respects consistent with past practice, including\nwithout limitation by selling inventory and other property in an\norderly and prudent manner and paying outstanding obligations,\ntrade accounts and other indebtedness as they come due.\n\n          (b)  Each of the Purchased Businesses shall maintain in\nall material respects its assets, and the CS Parties shall\nmaintain in all material respects the Assets, in their present\nstate of repair, normal wear and tear excepted.\n\n          (c)  Each of the Purchased Businesses shall use its\ncommercially reasonable efforts to keep available in all material\nrespects the services of its employees and to preserve in all\nmaterial respects the goodwill of its business and relationships\nwith its customers, licensors, suppliers, distributors and\nbrokers.\n\n          (d)  Each of the Purchased Businesses shall continue in\nall material respects advertising, promotional programs and\nincentives in a manner consistent with past practices.\n\n          (e)  The Purchased Businesses shall not make any\nmaterial loans or other material advances to any present or\nformer employees (including retirees), directors or independent\ncontractors (or their dependents, spouses or beneficiaries),\nexcept in the ordinary course of business consistent with past\npractice.\n\n          (f)  The bottling agreements, distribution agreements\nand other commercial arrangements entered into after the date of\nthis Agreement (including any amendments to existing agreements)\nto which CS or any of its Affiliates or the Purchased\nBusinesses is a party and with respect to which it derives\nrevenues and profits from the businesses associated with the\nOwned Trademarks in each country shall be on arms' length terms\nand on terms which shall provide CS, its Affiliates and the\nPurchased Businesses with benefits from such arrangements which\nare consistent with the ordinary course of their beverages\nbusiness, recognizing that the terms of such agreements may need\nto be different in launch markets, developing markets, etc.  From\nand after the date of this Agreement, none of CS or any of its\nAffiliates or the Purchased Businesses will enter into any\nagreements or arrangements or any amendments to any agreements or\narrangements pursuant to which the income stream associated\n\n                              - 33 -\n\n\n\nwith any Owned Trademarks in any country is shifted to any other\nless than wholly owned entity or country or brand that is not\nincluded in the transactions contemplated by this Agreement.\n\n          (g)  None of the Purchased Businesses shall take any\naction referred to in Section 2.22, and none of CS and the other\nCS Parties, shall take any action referred to in Section 2.22\nwith respect to any of the Purchased Businesses.\n\n     4.02 ACCESS.  From the date of this Agreement through each\nApplicable Closing Date in respect of the relevant Purchased\nBusinesses, CS shall (and shall cause each of the other CS\nParties and the Purchased Businesses to) (i) provide each of the\nKO Parties and its designees with such information as any of the\nKO Parties may from time to time reasonably request with respect\nto the Purchased Businesses and the transactions contemplated by\nthis Agreement, (ii) provide each of the KO Parties and its\ndesignees, officers, counsel, accountants and other authorized\nrepresentatives reasonable access, upon reasonable notice, to the\nbooks, records, offices, personnel, counsel and accountants of\nthe Purchased Businesses, as any of the KO Parties or its\ndesignees may from time to time reasonably request, and (iii)\npermit each of the KO Parties and its designees to make such\nreasonable inspections thereof as any of the KO Parties may\nreasonably request.  No such investigation shall limit or modify\nin any way the obligations of the CS Parties with respect to any\nbreach of their representations, warranties, covenants or\nagreements contained in this Agreement or any of the other\nTransaction Documents.\n\n     4.03 FINANCIAL STATEMENTS.\n\n          (a)  Until the Subsequent Closing Expiration Date, as\npromptly as practicable after each of CS's quarterly accounting\nperiods subsequent to September 30, 1998 and prior to the\nApplicable Closing in respect of the relevant Purchased\nBusinesses, CS will cause to be delivered to each of the KO\nParties periodic financial reports relating to the Purchased\nBusinesses and to that quarter in the form CS customarily\nprepares for internal purposes, including, without limitation, a\nperiodic interim unaudited balance sheet and income statement,\nand any audited annual financial statements prepared with respect\nto the Purchased Businesses.  CS covenants that such financial\nstatements will be prepared on a basis consistent with prior\nperiods except for any changes required by applicable generally\naccepted accounting principles and will not contain any material\nmisstatement.\n\n          (b)  CS shall reasonably cooperate with KO in\nconnection with the preparation by KO of any financial statements\nto be prepared in connection with any filing to be made by KO\nwith the U.S. Securities and Exchange Commission relating to the\ntransactions contemplated by this Agreement and the Transaction\nDocuments.\n\n     4.04 ACQUISITION PROPOSALS.  Prior to the Threshold Closing\nor termination of this Agreement (and after the Threshold Closing\nexcept with respect to a Takeover Proposal), none of the CS\nParties and the Purchased Businesses shall, and the CS Parties\nand the Purchased Businesses shall not permit any of their\nofficers, directors, employees, agents or affiliates to, (a)\nsolicit, initiate, endorse, entertain, enter into any agreement\nwith respect to or encourage submission of proposals or offers,\nor accept any offers, from any Person relating to any\n\n                              - 34 -\n\n\n\nacquisition, purchase, transfer, license or assignment of any\ninterest in the Owned Trademarks, any of the Other Assets or all\nor any material amount of the assets of, or any equity interest\nin, or any merger, consolidation, share exchange, business\ncombination or similar transaction with or involving, any of the\nPurchased Businesses (an \"Acquisition Proposal\"), or (b)\nparticipate in any discussions or negotiations regarding, or\nfurnish to any other Person any information with respect to, or\notherwise cooperate in any way with or assist, facilitate or\nencourage any Acquisition Proposal by any other Person; provided\nthat nothing contained in this sentence shall prohibit the CS\nBoard of Directors from entering into discussions or negotiations\nwith any Person that makes an unsolicited bona fide written\nproposal regarding (i) the acquisition of all or a majority of\nthe outstanding capital stock of CS, (ii) the acquisition of all\nor substantially all of the assets of CS, or (iii) a merger,\nconsolidation, share exchange, business combination or other\nsimilar transaction which would result in a change of control of\nCS (any of the foregoing in clauses (i), (ii) or (iii), a\n\"Takeover Proposal\") if, and only to the extent that (i) the\nBoard of Directors of CS determines in good faith, following the\nreceipt of and consistent with the advice of outside legal\ncounsel, that such action is required in order for the CS Board\nof Directors to comply with its fiduciary duties under applicable\nlaw, and (ii) prior to providing any information or data relating\nto the Purchased Businesses to any Person in connection with a\nTakeover Proposal by any such Person, such Board of Directors\nreceives from such Person an executed confidentiality agreement\non customary terms covering the Purchased Businesses.  CS agrees\nthat it will immediately cease and cause to be terminated any\nexisting activities, discussions or negotiations with any parties\nconducted theretofore with respect to any Acquisition Proposal.\nCS agrees that it shall keep KO informed, on a current basis, of\nthe status and terms of any such proposals or offers (other than\nany Takeover Proposal) and the status of any such discussions or\nnegotiations (other than any Takeover Proposal).  Notwithstanding\nthis Section 4.04, CS may enter into new franchise agreements in\nthe ordinary course of business consistent with past practice,\nsubject to Section 5.09.\n\n     4.05 TRANSFER TAXES.  All transfer taxes, duties and fees,\nincluding, but not limited to, stamp duties, capital duties,\nsales taxes, use taxes, stock transfer taxes, document recording\nfees, notary fees, real property transfer taxes, and excise taxes,\narising out of or in connection with the consummation of the\ntransactions contemplated hereby and by the Transaction Documents\nshall be paid one-half by the CS Parties on the one hand, and one-\nhalf by the KO Parties on the other hand.\n\n     4.06 CONSULTATION.  In connection with the continued\noperation of the Purchased Businesses and the Assets between the\ndate of this Agreement and each Applicable Closing Date, CS shall,\nand shall cause the CS Parties to, communicate in good faith on a\nregular and frequent basis with one or more representatives of KO\nwith respect to the ongoing operations of the Purchased\nBusinesses and the Assets.  CS acknowledges that the KO Parties\ndo not and will not waive any rights they may have under this\nAgreement as a result of such communications. Without limiting\nthe generality of the foregoing, until the Applicable Closing\nDate, CS shall consult with the KO Parties concerning all\nmaterial business and operating decisions affecting any of the\nPurchased Businesses.  Notwithstanding the foregoing, the CS\nParties shall not be required by this Section 4.06 to disclose\nany information to the KO Parties in violation of any applicable\nlaw or regulation.\n \n                              - 35 -\n\n\n\n     4.07 TRANSITION SUPPORT.  In order to ensure a smooth\ntransition of information systems and services and other\nfunctions which are critical to the conduct of the business\noperations of the Purchased Businesses for a period of six\nmonths after the Threshold Closing Date, CS agrees to, and shall\ncause the other CS Parties to, at KO's expense cooperate with and\nprovide the KO Parties with all such reasonable assistance as the\nKO Parties determine in good faith is necessary to permit them to\nreceive the full benefit of the Purchased Businesses being\nacquired pursuant to this Agreement.\n\n     4.08 RELEASES.  If an Applicable Closing occurs, then CS\nhereby (and CS shall cause the other CS Parties to)\nunconditionally, absolutely and irrevocably releases each of the\nPurchased Businesses acquired in connection with such Applicable\nClosing from any and all claims, rights and causes of action\nwhich such Person may have or may have had against any of such\nPurchased Businesses or any predecessor in interest, prior to, or\narising with respect to any acts or omissions occurring or facts\nor circumstances existing prior to, the Applicable Closing;\nprovided, however, that nothing in this Section 4.08 shall\nrelease any rights which the CS Parties may have under this\nAgreement or the Transaction Documents other than ordinary course\naccounts receivable taken into account in the Working Capital\nAdjustment relating to the purchase of concentrate by the CS COBO\nOperations.\n\n     4.09 DELIVERY OF UPDATED SCHEDULES AND OTHER DOCUMENTS.\n\n          (a)  Within three to six days prior to the Threshold\nClosing and each other Applicable Closing involving a Threshold\nCountry or otherwise occurring within one year of the Threshold\nClosing, CS shall deliver to KO revisions to the Disclosure\nSchedules delivered in connection with the execution of this\nAgreement to the extent necessary to make such Disclosure\nSchedules accurate and complete as of each Applicable Closing.\nDelivery of the revisions of the Disclosure Schedules shall be\nfor informational purposes only and shall not enlarge, limit the\nrights or affect the obligations of any party hereunder.  Such\nrevisions to the Disclosure Schedules shall not constitute the\nDisclosure Schedules for purposes of this Agreement.\n\n          (b)  Within thirty days after the date hereof, CS shall\nprovide KO with the following:\n\n               (i)   a true, correct and complete list of all\nmaterial permits, material licenses and other material\ngovernmental authorizations held by the Purchased Businesses or\nrelating to the Assets, including all material permits, material\nlicenses and other material governmental authorizations held by\nor relating to the Purchased Businesses pursuant to the\nEnvironmental Laws;\n\n               (ii)  a true, correct and complete list of all\ninsurance policies currently in force naming any of the Purchased\nBusinesses or any employees thereof as an insured or beneficiary\nor as a loss payable payee or for which any of the Purchased\nBusinesses has paid or is obligated to pay all or part of the\npremiums;\n\n                              - 36 -\n\n\n\n               (iii) a true, correct and complete list of the ten\nlargest suppliers of goods or services to the Purchased\nBusinesses (in terms of amounts billed) and the ten largest\ncustomers of the Purchased Businesses (in terms of liters sold)\nduring the 12-month period ended December 31, 1998;\n\n               (iv)  a true, correct and complete list of all\nEmployee Benefits Plans;\n\n               (v)   a true, correct and complete list and\ndescription of all the property other than real property with a\nbook value in excess of U.S. $100,000 per item that the Purchased\nBusinesses currently own or lease or have agreed (or have an\noption) to purchase, sell or lease; and\n\n               (vi) true, correct and complete lists of (A) all\non-site and off-site locations where any of the Purchased\nBusinesses has stored, disposed of or arranged for the disposal\nof Material of Environmental Concerns, and (B) all underground\nstorage tanks, and the capacity and contents of such tanks,\nlocated on property owned or leased by any of the Purchased\nBusinesses.\n\n          (c)  At least thirty days prior to each Applicable\nClosing, CS shall deliver to KO a list of the officers and\ndirectors of the Purchased Company and Subsidiaries to be\nacquired at such Applicable Closing.\n\n          (d)  Upon the request of KO after the sixtieth day\nfollowing the date hereof, CS shall deliver to KO a list setting\nforth the names and annual salary and compensation of all\nemployees of the Purchased Businesses.\n\n     4.11 ACCOUNTS RECEIVABLE.  CS shall cause all accounts\nreceivable of the Purchased Businesses owing by CS or any\nAffiliate of CS (including those accounts receivable reflected\non the 1997 Balance Sheets and those incurred since the date of\nthe 1997 Balance Sheets) to be paid in full prior to the\nApplicable Closing Date other than ordinary course accounts\nreceivable taken into account in the Working Capital Adjustment\nrelating to the purchase of concentrate by the CS COBO Operations.\n\n     4.12 COLLECTIVE BARGAINING AGREEMENTS.  CS shall, and shall\ncause the other CS Parties to, keep KO fully and promptly\ninformed of any negotiations relating to any collective\nbargaining agreement to which any of the Purchased Businesses is\nor may become a party, and shall, if KO so requests, consult with\nKO regarding such negotiations.\n\n     4.13 INSURANCE POLICIES.  Subject to the following sentence,\nas of each Applicable Closing Date, the Purchased Businesses\ntransferred on such Applicable Closing Date shall no longer be\ncovered by any policies of insurance of CS or its Affiliates\n(other than policies held expressly in the name of such Purchased\nBusinesses) (the \"CS Policies\") and KO shall be required to\narrange any appropriate insurance coverage.  Notwithstanding the\nforegoing, if KO in its reasonable judgment determines that the\nfailure to continue any of the CS Policies in respect of such\nPurchased Businesses could result in potential Losses to KO which\nwould not be covered\n\n                              - 37 -\n\n\n\nby insurance policies which could be put in place by KO after\nthe Applicable Closing Date, then CS shall, to the extent\npossible, cause such CS Policies to be continued at KO's expense\nin respect of such Purchased Businesses (including, without\nlimitation, any future increase (or loss of any future decrease)\nto CS in its premiums to the extent related to any losses\nincurred in connection with such continuation).\n\n     4.14 TRANSFER OF DPBL SHARES.  Prior to the Applicable\nClosing Date with respect to the Purchased Company, Cadbury\nSchweppes Ireland Ltd. (\"CSIL\") shall transfer to the Purchased\nCompany good, valid and marketable title to the 20% interest that\nCSIL owns in DP Beverages Ltd. (\"DPBL\").  In addition, prior to\nthe Applicable Closing Date, CS shall (i) cause Cadbury Beverages\nCanada Inc. and the Purchased Company to transfer to the\nPurchased Company all legal and beneficial ownership in and to\ngood, valid and marketable title to all of the outstanding\ncapital stock of Canada Dry Corporation Limited and (ii) cause\neach owner of shares of the Purchased Company and the\nSubsidiaries (other than a Purchased Company) to transfer to the\nKO Buyers (or one of their nominees) all of such shares.\n\n                             ARTICLE 5\n\n                      COVENANTS OF THE PARTIES\n\n     KO and CS hereby covenant to and agree with one another as\nfollows:\n\n     5.01 APPROVALS OF THIRD PARTIES; SATISFACTION OF CONDITIONS\nTO CLOSING.  Subject in the case of KO to KO's existing\ncommitments as described in Schedule 5.01, KO and CS will use\ntheir respective reasonable best efforts, and will cooperate with\none another, to secure all necessary consents, approvals,\nauthorizations and exemptions from Governmental Authorities and\nother third parties in connection with the transactions\ncontemplated by this Agreement and the Transaction Documents.\nSubject in the case of KO to KO's existing commitments as\ndescribed in Schedule 5.01, KO and CS will use their reasonable\nbest efforts, and the parties shall cooperate in good faith, to\nobtain the satisfaction of the conditions specified in Articles\n6 and 7, as shall be required in order to enable the parties to\ncause the Threshold Closing and each Subsequent Closing to occur\nas promptly as practicable after the date of this Agreement.  It\nis specifically agreed that the obligations set forth in this\nSection 5.01 shall include the obligation of the parties to\nvigorously seek to avoid the imposition of any prohibition,\ninjunction, temporary restraining order or other order or\ndecision (\"Negative Decision\") in any suit or administrative\nproceedings which would otherwise result in the failure of\nclosing conditions to be satisfied with respect to any country\nand to vigorously pursue any available non-frivolous appeals\nagainst any such Negative Decisions (including, without\nlimitation, to the governmental bodies listed on Exhibit 5.01)\nwith a view of removing any such impediment to closing.\n\n     5.02 CONFIDENTIALITY.\n\n          (a)  From and after the date of this Agreement, each of\nKO and CS shall hold, keep, treat and deal with all Confidential\nInformation (as defined in Section 5.02(b)) in accordance with\nthe terms of this Section 5.02.\n\n                              - 38 -\n\n\n\n          (b)  For purposes of this Section 5.02, the following\nterms shall have the following meanings:\n\n          \"Business\" means the global beverage business of each\nof KO and CS.\n\n          \"Confidential Information\" means:\n\n               (i)   all Information relating directly or\nindirectly to the Business of a party that is disclosed by or\nobtained directly or indirectly (whether by the receipt of\ndocuments, orally or through observation), separately or\ncollectively, from KO or CS or any of their respective Affiliates\nor agents (collectively, with KO or CS, referred to as the \"KO\nGroup\" or \"CS Group\" or \"Groups\", as indicated by the context);\n\n               (ii)  all Information relating to either party\nand\/or any member of its Group including, without limitation,\nInformation relating to the assets, business, trading practices,\nplans, proposals and\/or trading prospects of such party and\/or\nany member of its Group that is disclosed by or obtained directly\nor indirectly (whether by the receipt of documents, orally or\nthrough observation) from that party or any member of its Group;\nand\n\n               (iii) all Information obtained in any way (whether\ndirectly or indirectly) from any director, officer, employee,\nagent, professional advisor or contractor of either party or any\nmember of such party's Group;\n\nBUT EXCLUDING:\n\n               (i)   all Information that a party can show by\nwritten records is at the time of receipt by it or comes to be\ngenerally available to the public otherwise than as a consequence\nof a breach by such party, its directors, officers, employees,\nagents, professional advisers or contractors or any other person\nreferred to in paragraph (c) below; and\n\n               (ii) all Information that is shown by written\nrecords to be properly and lawfully in a party's possession or\navailable to such party prior to the time that it is disclosed to\nor obtained by such party and which was not obtained directly or\nindirectly from the other party or any member of its Group nor\nfrom another source bound by a duty of confidentiality to the\nparty or any member of its Group.\n\n     All references to Confidential Information in this Section\n5.02 shall be to the whole or any parts thereof as the context\npermits.\n\n          \"Information\" means all financial, trading, business,\norganizational or legal information of any nature whatsoever in\nwhatever form, including, without limitation, all data, know-how,\nanalyses, compilations, studies, collections of data, proposals\nand plans whether in writing, conveyed orally or by any telex,\nrecording, diagram, financial statements, computer program or\nother machine-readable medium and shall also include all data,\nknow-how, analyses, compilations, studies, summaries, collection\nof data, proposals and plans containing or otherwise\n\n                              - 39 -\n\n\n\nreflecting or generated from such information.\n\n          (c)  Each party shall and shall cause its advisers to:\n\n               (i)  treat and keep all Confidential Information\nas secret and confidential and not (directly or indirectly)\ndivulge, reveal, publish, communicate or disclose any\nConfidential Information to any other Person, except:\n\n                    (A)  with the prior written consent of the\nother party; or\n\n                    (B)  as may be required by law (but only\nafter reasonable consultation with the other party);\n\n               (ii) not use any Confidential Information in any\nway or for any purpose (including, but not limited to, any\ncompetitive or commercial purpose) other than the implementation\nof the transactions contemplated by this Agreement and the\nTransaction Documents;\n\n               (iii) (A)  take all such action as may be\nnecessary to maintain the secrecy and confidentiality of the\nConfidential Information and to ensure that the Confidential\nInformation is not disclosed by any Person in whole or in part\ncontrary to any of the terms of this Section 5.02; and\n\n                     (B)  under all circumstances, be responsible\nfor, and indemnify and keep the other party indemnified from and\nheld harmless against, any breach of this Section 5.02 by itself,\nits directors, officers, employees, agents, professional advisers\nor contractor or any Person referred to in paragraph (b)(i) above\nor any of its Affiliates.\n\n          (d)  In the event that this Agreement is terminated in\naccordance with its terms, any party may request in writing the\nreturn to such party of all documents (including, without\nlimitation, diagrams, tapes, computer programs or other machine-\nreadable materials) which contain, refer to or reflect any\nConfidential Information which has been supplied or made\navailable to the other party or any of its directors, officers,\nemployees, agents, professional advisers or contractors or any\nPerson referred to in paragraph (c) above or any Affiliate of the\nother party.  Promptly after receiving such request, the other\nparty shall return all requested materials and will certify to\nthe other party that it has complied in full with the provisions\nof this paragraph.  Analyses, compilations, studies or other\ndocuments prepared by such party's directors, officers, employees,\nagents, professional advisers or contractors in a good faith\neffort to evaluate commercial opportunities will be held by such\nparty or destroyed.  Notwithstanding the return or retention of\nsuch documents, the obligations of confidentiality and all other\nobligations set out in this Section 5.02 shall remain in full\nforce and effect.\n\n     5.03 TRADE SECRETS, CONFIDENTIAL INFORMATION AND\n          NONCOMPETITION COVENANTS.\n\n          (a)  For the purposes of this Section 5.03, the\nfollowing definitions shall apply:\n\n                              - 40 -\n\n\n\n     (i)   \"Competitive Activities\" shall mean the manufacture,\ndistribution and sale of concentrates, essences, beverage bases\nand syrups for the production of carbonated soft drinks and the\nmanufacture, distribution and sale of mineral water, bottled\nwater and similar water products.\n     \n     (ii)  \"Confidential Information\" shall mean any confidential\ndata or confidential information, other than Trade Secrets, which\nis valuable to and used by any of the Purchased Businesses and\nnot generally known to competitors of the Purchased Businesses or\notherwise publicly available.\n     \n     (iii) \"Noncompete Period\" shall mean the period beginning on\nthe Applicable Closing Date and ending on the fourth anniversary\nof the Applicable Closing Date.\n     \n     (iv)  \"Territory\" shall mean any country with respect to\nwhich the Purchased Businesses are transferred by the CS Parties\nto the KO Buyers pursuant to this Agreement.\n     \n     (v)   \"Trade Secret\" shall mean information of or pertaining\nto any of the Purchased Businesses, including, but not limited to,\ntechnical or nontechnical data, a formula, pattern, compilation,\nprogram, device, method, technique, drawing, process, financial\ndata, financial plan, product plan, list of actual or potential\nagents or customers, or other information similar to any of the\nforegoing, which (i) derives economic value, actual or potential,\nfrom not being generally known to, and not being readily\nascertainable by proper means by, other persons who can derive\neconomic value from its disclosure or use, and (ii) is the\nsubject of reasonable efforts by any of the Purchased Businesses\nto maintain its secrecy.\n     \n          (b)  From and after the Applicable Closing Date in\nrespect of a Purchased Business, the CS Parties shall hold in\nconfidence all Trade Secrets and all Confidential Information in\neach Territory, and shall not disclose, publish or make use of\nTrade Secrets or Confidential Information in each Territory\nwithout the prior written consent of KO.\n     \n          (c)  The CS Parties agree as follows:\n     \n     (i)   The CS Parties acknowledge that to protect adequately\nthe interest of the KO Parties it is essential that any\nnoncompete covenant with respect thereto cover all Competitive\nActivities and the entire Territory.\n     \n     (ii)  The CS Parties hereby agree that the CS Parties shall\nnot, during the Noncompete Period, in any manner, directly or by\nassisting others, engage in, have any equity, or profit interest\nin, or render services of any executive, administrative,\nsupervisory, marketing, production or consulting nature to any\nPerson that conducts any of the Competitive Activities in any\nTerritory (excluding for such purposes the ownership of less than\n5% of the outstanding equity of any publicly traded company with\nrespect to which none of the CS Parties has any representation on\nthe board of directors or similar governing body).\n\n                              - 41 -\n\n\n \n     (iii) The CS Parties hereby agree that the CS Parties shall\nnot, during the Noncompete Period, in any manner, directly or by\nassisting others, solicit or accept, or attempt to solicit or\naccept, any business from any agent, customer or franchisee of\nany of the Purchased Businesses, including actively sought\nprospective agents, customers or franchisees, for purposes of\nproviding products or services that are competitive with those\nprovided by the Purchased Businesses in any Territory.\n     \n     (iv) Notwithstanding the foregoing provisions of Section\n5.03(c)(i), (ii) and (iii), nothing in this Section 5.03 shall\n(A) prevent CS or any of its Affiliates from engaging in any\nCompetitive Activities outside of any Territory so long as such\nactivities do not involve in any material respect any Competitive\nActivities within the Territory, (B) prevent CS from supplying\nproducts or services to bottlers or distributors located outside\nany Territory which are not affiliates of CS which may sell or\ndistribute products or services in any Territory so long as CS\ndoes not encourage such sale or distribution, provided that CS\nshall not be required to prevent or hinder passive parallel trade\nor (C) restrict the activities of the Joint Venture in France\nwith Acqua Minerale San Benedetto spa, the German Joint Venture\nor the continuation of the bottled water line and related\ndistribution arrangements for San Benedetto in CS's Belgian COBO\noperations.\n\n     (d)  Except as set forth in Section 5.06, the CS Parties\nhereby agree that the CS Parties shall not in any manner,\ndirectly or by assisting others, (A) on the Applicable Closing\nDate in respect of a Purchased Business and during the two years\nimmediately thereafter, hire or actively solicit for employment\nany officer or director of any of the Purchased Businesses or\n(B) on the Applicable Closing Date in respect of a Purchased\nBusiness and during the three years immediately thereafter,\nactively solicit for employment any other present or former\nemployee of any of the Purchased Businesses; provided that\nnothing in clause (B) shall restrict any general advertisement\nby CS which is not directed at any such employees individually or\nas a group.\n     \n     (e)  KO hereby agrees that the KO Buyers shall not, in any\nmanner, directly or by assisting others on the Threshold Closing\nDate and during the three years immediately thereafter actively\nsolicit for employment any officer or director or any other\npresent or former employee of (i) any of the Purchased Businesses\nretained by the CS Parties, or (ii) any of the CS Parties'\ncarbonated soft drink business in any Excluded Countries;\nprovided that nothing in this clause (e) shall restrict any\ngeneral advertisement by KO which is not directed at any such\nemployee individually or as a group.\n\n     (f)  If a judicial or arbitral determination is made that\nany of the provisions of this Section 5.03 constitutes an\nunreasonable or otherwise unenforceable restriction against the\nCS Parties, the provisions of this Section 5.03 shall be rendered\nvoid only to the extent that such judicial or arbitral\ndetermination finds such provisions to be unreasonable or\notherwise unenforceable.  In that regard, the parties to this\nAgreement hereby agree that any judicial or arbitral authority\nconstruing this Agreement shall be empowered to sever any\nprohibited business activity, time period or geographical area\nfrom the coverage of this Section 5.03 and to apply the\nprovisions of this Section 5.03 to the remaining business\nactivities and the remaining time period\n\n                              - 42 -\n\n\n\nnot so severed by such judicial or arbitrate authority.\nMoreover, notwithstanding the fact that any provision of this\nSection 5.03 is determined not to be specifically enforceable,\nthe KO Parties shall nevertheless be entitled to recover monetary\ndamages as a result of the breach of such provision by the CS\nParties.  The time period during which the prohibitions set forth\nin this Section 5.03 shall apply shall be tolled and suspended\nfor a period equal to the aggregate quantity of time during which\nany CS Party violates such prohibitions in any respect.\n\n     5.04 TAX MATTERS.\n\n          (a)  Except as otherwise provided in this Section\n5.04, it is expressly understood and agreed that the CS Parties\nshall be liable for all Taxes (as defined in Section 2.23) for\nany taxable period or portion thereof ending on or before the\nApplicable Closing Date.  For any period for which the applicable\nlaw does not permit the Purchased Businesses to treat the\nApplicable Closing Date as the last day of a taxable period (a\n\"Straddle Period\"), then, for purposes of this Agreement, any\nTaxes that are attributable to any of the Purchased Businesses\nthrough the Applicable Closing Date shall be the Tax that would\notherwise be due as if the Applicable Closing Date was the last\nday of a taxable period, except that in the case of Taxes such as\nproperty taxes that are imposed on a periodic basis (which, for\nthe avoidance of doubt, shall in no event include income taxes),\nand measured by the level of any item (other than an item that is\nrequired to be determined as of the Applicable Closing Date or\nwhich is clearly determinable as of the Applicable Closing Date),\nthe Taxes attributable to the Purchased Businesses through the\nApplicable Closing Date shall be the amount of such Taxes for the\nentire period multiplied by a fraction the numerator of which is\nthe number of calendar days in the period ending with the\nApplicable Closing Date and the denominator of which is the\nnumber of calendar days in the entire period.  The KO Buyers\nshall be responsible for Taxes solely attributable to any\ntransactions occurring on the Applicable Closing Date but after\nthe Applicable Closing that are not in the ordinary course of\nbusiness consistent with past practice.  Notwithstanding the\nforegoing sentence, for purposes of this Section 5.04, any Tax\nthat arises after the Applicable Closing (whether or not on the\nApplicable Closing Date) and that would not have been incurred\nbut for the existence of a potential liability for Tax arising\nfrom the use of any form of group transaction relief as described\nin Section 2.23(b)(xii) that existed on or before the Applicable\nClosing Date (whether or not disclosed on Schedule 2.23) shall be\ndeemed to be Tax for a taxable period or portion thereof ending\non or before the Applicable Closing Date.\n          \n          (b)  The CS Parties shall be responsible for causing\nthe Purchased Businesses to file all Tax Returns for the taxable\nperiods of the Purchased Businesses ending on or before the\nApplicable Closing Date and which are due (excluding extensions)\nbefore the Applicable Closing Date and for making any required\npayments with respect to such returns.  In preparing and filing\nsuch Tax Returns of the Purchased Businesses the CS Parties shall\nnot materially deviate from the manner in which any item of\nincome or expense of any of the Purchased Businesses was reported\nin prior years, except as required by law.\n\n          (c)  The KO Buyers shall be responsible for filing or\ncausing the Purchased Businesses to file all Tax Returns not\nrequired to be filed by the CS Parties pursuant to Section\n5.04(b), and for making or causing the Purchased Businesses to\nmake any required payments\n\n                              - 43 -\n\n\n\nwith respect to such returns.  In preparing and filing income\nTax Returns of the Purchased Businesses for any Straddle Period,\nthe KO Buyers shall not materially deviate from the manner in\nwhich any item of income or expense of any of the Purchased\nBusinesses was reported in prior years, except as required by law.\nThe KO Buyers shall provide the CS Parties with a draft of the\nTax Return for any Straddle Periods of the Purchased Businesses\ntogether with a statement (with which the KO Buyers will make\navailable supporting schedules and information) certifying the\namount of Tax shown on such Tax Return that is allocable to the\nCS Parties pursuant to Section 5.04(a) hereof at least ten\nbusiness days prior to the due date (including any extension\nthereof) for the filing of such Tax Return, and the CS Parties\nshall have the right to review such Tax Return and statement\nprior to the filing of such Tax Return.  The CS Parties and the\nKO Buyers agree to consult and to attempt in good faith to\nresolve any issues arising as a result of the review of any such\nTax Return and statement by the CS Parties.  Payment by the CS\nParties of any amounts due under this Section 5.04 in respect of\nTaxes shall be made (i) with respect to Straddle Period Taxes, at\nleast three calendar days before the due date of the applicable\nestimated or final Tax Return required to be filed by the\nPurchased Business on which is required to be reported income or\nother amounts for a Straddle Period, or (ii) with respect to all\nother Taxes, within five business days following either an\nagreement between the CS Parties and the KO Buyers that an amount\nis payable pursuant to this Section 5.04 or the assessment of\nsuch Tax by an applicable taxing authority.\n\n          (d)  After the Applicable Closing Date, the KO Buyers\nshall have the right, subject to the other provisions of this\nSection 5.04, to direct the handling of all matters relating to\nthe Tax liabilities of the Purchased Businesses for periods\nending after the Applicable Closing Date, including, without\nlimitation, the preparation of all returns, the payment of all\nliabilities, the prosecution of all administrative and judicial\nremedies, the execution of any closing agreement or any consent\nor waiver extending the statute of limitations and the filing of\nany claim for refund.\n          \n          (e)  The KO Buyers on the one hand, and the CS Parties\nand the Purchased Businesses on the other hand, each shall use\ntheir reasonable best efforts to provide each other with such\nassistance as may reasonably be requested by any of them in\nconnection with Tax matters, including but not limited to,\ninformation with respect to the preparation of any Tax Return,\nany judicial or administrative proceeding relating to liability\nfor Taxes, or any claim arising under this Section 5.04 and each\nwill retain and provide the other with any records or information\nwhich may be relevant to such Tax Return, audit, examination,\nproceedings or determination.  Such assistance shall include\nmaking employees available on a mutually convenient basis to\nprovide additional information or explanation of material\nprovided hereunder and shall include providing copies of any\nrelevant Tax Returns and supporting work schedules.  The party\nrequesting assistance hereunder shall reimburse the other for\nreasonable out-of-pocket expenses incurred in providing such\nassistance.  In addition, the KO Buyers and the CS Parties shall\nnotify the others reasonably in advance of entering into a\nclosing agreement with any taxing authority that by its terms\nwould bar the other party from realizing a net Tax benefit.\n          \n          (f)  All transfer tax costs pertaining to the\nimplementation of the transactions contemplated by this Agreement\nshall be paid by the parties as provided in Section 4.05.\n\n                              - 44 -\n\n\n\n          (g)  (A) After the Threshold Closing, the Purchased\nBusinesses shall promptly notify the CS Parties in writing of the\ncommencement of any Tax audit or administrative or judicial\nproceeding or of any demand or claim on a Purchased Business\nwhich, if determined adversely to the taxpayer or after the\nlapse of time, would be grounds for indemnification hereunder.\nSuch notice shall include copies of any notice or other document\nreceived from any taxing authority in respect of any such\nasserted Tax liability.  If the Purchased Businesses fail to give\nthe CS Parties prompt notice of an asserted Tax liability as\nrequired by this Section 5.04(g), and if such failure to give\nprompt notice results in a material detriment to the CS Parties,\nthen any amount which the CS Parties are otherwise required to\npay to any Purchased Business or the KO Buyers with respect to\nsuch liability shall be reduced by the amount of such detriment.\n          \n               (B) The CS Parties may elect to direct, through\ncounsel of their own choosing and at their own expense, any audit,\nclaim for refund and administrative or judicial proceeding\ninvolving any asserted liability with respect to which indemnity\nfor Taxes may be sought under Section 5.04 (any such audits,\nclaims for refund or proceedings relating to any asserted Tax\nliability are referred to herein collectively as a \"Contest\").\nIf the CS Parties elect to direct the Contest of an asserted Tax\nliability, they shall within ten calendar days of receipt of the\nnotice of asserted Tax liability notify the affected Purchased\nBusiness of their intent to do so, and the KO Buyers shall\ncooperate and shall cause each of the Purchased Businesses or\ntheir successors to cooperate, at the CS Parties' expense, in\neach phase of such Contest.  If the CS Parties elect not to\ndirect the Contest, fail to notify the Purchased Business of\ntheir election as herein provided or contest their obligation to\nindemnify under Section 5.04, the Purchased Business may pay,\ncompromise or contest, at its own expense, such asserted\nliability.  If the CS Parties elect to direct the Contest, the\nKO Buyers shall cause the appropriate Purchased Business or its\nsuccessor promptly to empower (by power of attorney and such\nother documentation as may be appropriate) such representatives\nof the CS Parties as they may designate to represent the\nPurchased Business in the Contest insofar as the Contest involves\nan asserted Tax liability for which the CS Parties would be\nliable under this Section 5.04.\n\n          (h)  The parties agree to treat all payments made under\nthis Section 5.04, under other indemnity provisions of this\nAgreement and for any misrepresentations or breach of warranties\nor covenants as adjustments to the purchase price for Tax\npurposes.\n\n          (i)  The provisions of Sections 2.05, 2.15(b), 2.23,\n4.05 and 5.04 hereof shall be determinative of the respective\nliabilities of the parties hereto with respect to Taxes in the\nevent that any other provision of this Agreement could otherwise\nbe interpreted in a manner inconsistent with Sections 2.05,\n2.15(b), 2.23, 4.05 or Section 5.04 hereof.\n\n          (j)  Prior to the Threshold Closing, the parties will\nagree in writing upon an allocation of the Purchase Price among\nthe Purchased Businesses and shall report such allocation for all\ntax purposes and in all tax filings.\n\n     5.05 OTHER MATTERS.  The parties agree to comply with their\nobligations set forth in Exhibit 5.05.\n\n                              - 45 -\n\n\n\n     5.06 EMPLOYEE MATTERS.\n\n          (a)  As of the Applicable Closing Date, the KO Buyers\nshall offer employment to (in the case of Persons who are not\nemployees of the Plants), or continue to employ (in the case of\nPersons who are employees of the Plants), each full and part-time\nregular employee who is employed by the relevant Purchased\nBusiness immediately prior to such Applicable Closing Date.  For\na twelve month period following the Applicable Closing Date those\nindividuals who are on an authorized leave of absence, short- or\nlong-term disability leave, workers' compensation leave or\nvacation leave and any employee of the Purchased Businesses who\nis on secondment to another entity as of the Applicable Closing\nDate will be offered employment when they are available and ready\nto perform the duties of a regular employee so long as such\nemployee(s) are ready to perform such duties within said twelve\nmonth period.  The foregoing sentences expressly exclude those\nindividuals that have been agreed upon in good faith by the\nparties hereto on or prior to the thirtieth day following the\ndate hereof in a manner consistent with the discussions between\nthe parties on this matter through the date hereof and such\nemployees shall be retained by CS.  Notwithstanding the\nforegoing, it is expressly acknowledged by the parties hereto\nthat CS or its Affiliates shall be permitted to retain the\nemployment of any individual who, pursuant to CS's then existing\ninternal job filling procedures, on his own and without\nsolicitation by CS or any of its Affiliates successfully applies\nfor another position within the CS affiliated group outside of\nthe Purchased Businesses.  If pursuant to the preceding sentence,\nin the reasonable judgement of the KO Buyers, key employees of\nthat portion of the Purchased Businesses would remain employed by\nCS or its Affiliates or if in the reasonable judgement of KO\nthere have been employee departures that exceed customary levels\nand that are not consistent with past practice, KO and CS hereby\nexpressly agree to discuss in good faith how best to address the\nimplications of the foregoing and its impact on KO.  Any employee\nwho is employed by any of the KO Buyers after the Applicable\nClosing Date shall be hereinafter referred to as a \"Transferred\nEmployee.\"  Nothing contained in this Section 5.06 shall be\nconstrued to prevent, limit or restrict in any way KO's right to\nterminate any Transferred Employee at any time following the\nApplicable Closing Date.\n\n          (b)  On and after the Applicable Closing Date, KO\nagrees to honor those severance obligations (i) with respect to\nthe Transferred Employees as set forth on Schedule 5.06(b), and\n(ii) CS employees in Purchased Businesses who refuse an offer of\nemployment by KO for a \"good reason\" as defined in Schedule\n5.06(b), in each case subject to the limitations set forth\ntherein.  KO shall have no obligations with respect to severance\nor otherwise in the instance in which CS employees refuse an\noffer of employment for other than a \"good reason.\"\n\n          (c)  The CS Parties and the KO Buyers acknowledge that\ncertain of the Transferred Employees are currently participating\nin one or more retirement plans that are sponsored or contributed\nto by the CS Parties (the \"Pension Plans\").  In instances where\nthe Transferred Employees will become participants in a funded\nplan maintained or established prior to the Applicable Closing\nDate by the KO Buyers, the KO Buyers will give credit to the\nTransferred Employees under such plan for all service with CS and\nany of its affiliates and predecessors for all purposes,\nincluding without limitation, for eligibility, vesting and\nbenefit accrual purposes, to the extent that such credit was\ncredited under the comparable pension\n\n                              - 46 -\n\n\n\nprograms of CS and its affiliates immediately prior to the\nApplicable Closing Date, and to the extent that such crediting is\npermissible under applicable local law.  In such a case, the CS\nParties agree to transfer sufficient assets to the KO Buyers to\nfund such past service obligations so assumed by the KO Buyers,\ndetermined on the basis of reasonable actuarial principles,\nprovided such transfer is in compliance with appropriate local\nlaw requirements.  However, no such credit shall be given for\nbenefit accrual purposes in cases where a Transferred Employee\nhas elected to cash out his pension benefit from any of the\nPension Plans of the CS Parties.\n\n          (d)  KO agrees to use its reasonable best efforts to\nprovide as of the Applicable Closing Date medical, pension, life\nand disability benefits, and cash, incentives and other\nremuneration to Transferred Employees that are, in the aggregate,\nno less favorable to the Transferred Employees than were the\naggregate benefits, cash and other remuneration provided to such\nTransferred Employees by the CS Parties immediately prior to the\nApplicable Closing Date.\n\n          (e)  On and after the Applicable Closing Date, the KO\nBuyers shall assume all obligations attendant to any company\nautomobiles exclusively used in the Purchased Businesses,\nincluding, without limitation, all lease payments, insurance\npremiums and maintenance expenses, on terms that are\nsubstantially comparable to the automobile expense reimbursement\npolicies that apply to such Transferred Employees immediately\nprior to the Applicable Closing Date.  The obligations herein,\nassumed by the KO Buyers, shall continue, as regards to\nindividual Transferred Employees, for the duration of the\nindividual lease agreements applicable to automobiles currently\nmade available to such Transferred Employees.  Thereafter, such\nTransferred Employees shall be eligible for use of KO automobiles,\nto the extent consistent with local KO practice.\n\n          (f)  CS and KO shall take all reasonable actions to\neffect the provisions of this Section 5.06 and to provide one\nanother and their respective agents with all reasonable and\npracticable assistance relating to the matters addressed herein\nregarding the establishment, administration and maintenance of\nemployee benefit plans and programs that apply to the Transferred\nEmployees.  In addition, the parties agree to use their\nreasonable best efforts to take all actions necessary to comply\nwith all applicable local laws regarding notification to and\nconsultation with the employees of the Purchased Businesses that\nmay be required by the transactions contemplated by this\nAgreement and shall use their reasonable best efforts to take the\nresults of any such consultation into account in their actions\nhereunder.\n\n     5.07 BOTTLING RIGHTS.  In order to allow KO to realize its\nanticipated growth projections for the Owned Trademarks, prior to\nthe Threshold Closing and to the extent relevant after the\nThreshold Closing, CS and KO will discuss in good faith and seek\nto agree upon the best manner in which to take advantage of\nopportunities as they may arise that will enable CS to transfer\nbottling rights and all rights associated with bottling which are\ncurrently held by any party, provided that it is understood that\nthe parties are not contemplating any transfers from KO bottlers\nor the CS COBO Operations.\n\n                              - 47 -\n\n\n\n     5.08 NO SALES TO CERTAIN COMPETITORS.\n\n          (a)  From and after the Subsequent Closing Expiration\nDate (or in the case of a license, from and after the date of\nthis Agreement), CS agrees (and shall cause the Affiliates of CS\nto agree) not to sell, dispose of, license (except as set forth\nin Section 5.08(b)), assign or otherwise transfer (whether\nthrough the sale of stock or assets or through any merger,\nconsolidation, share exchange, business combination or other\ntransaction involving any CS subsidiary or otherwise), except\npursuant to an agreement in respect of a Takeover Proposal, to\nany competitor of KO with a significant global presence and with\nannual revenues derived from beverage concentrate sales in excess\nof U.S.$1,750,000,000 (a \"Major Competitor\") any direct or\nindirect right, title or interest in (i) any Owned Trademark\nwhich is not included in the Threshold Closing or a Subsequent\nClosing and any similar trademark in Australia, South Africa or\nFrance (a \"Held Brand\"), (ii) any brand, trademark, trade name or\nsimilar right which is a variant of any of the Owned Trademarks\noutside the United States, or (iii) any Excluded Country License\nAgreement.\n\n          (b)  If, after completing the process described in\nSection 5.07, CS determines that it is not commercially\npracticable for it to enter into alternative licensing\narrangements with another bottler and that it should enter into a\nbottling agreement in a particular territory with a bottler that\nis more than 30% owned by a Major Competitor, CS may enter into\nsuch agreement but only if such agreement is on terms which are\nin the ordinary course of business, consistent with past practice\nand such agreement has a term no longer than ten years.\n\n          (c)  From and after the Subsequent Closing Expiration\nDate, if the Board of CS recommends a Takeover Proposal involving\na Major Competitor, CS enters into a definitive agreement\nproviding for a Takeover Proposal involving a Major Competitor or\na Takeover Proposal involving a Major Competitor is consummated,\nCS hereby grants to KO a freely assignable option, exercisable\nfor a period of 120 days after the completion of such transaction\nby written notice from KO to CS, to acquire one or more of the\nHeld Brands and the businesses associated therewith at the fair\nmarket value of such Held Brands and businesses.  If the option\nis exercised, KO or its assignee will have one year following the\ndate of exercise to consummate such transaction.  Any dispute\nregarding such fair market value shall be resolved as follows:\n\n     If the parties are unable to reach agreement on the fair\nmarket value within thirty days after the option is exercised,\nthen the parties shall mutually appoint an independent investment\nbanking firm of international reputation experienced in valuing\nbusinesses of the kind conducted by the Purchased Businesses;\nprovided, that if the parties are unable to agree upon such an\nindependent investment banking firm within 10 business days, then\neach party shall promptly retain its own investment banking firm\nand the two investment banking firms retained by each party shall\nselect such independent investment banking firm within 10\nbusiness days after expiration of the initial 10 business day\nperiod referred to above (the independent investment banking firm\nappointed pursuant to the provisions of this sentence being the\n\"Independent Appraiser\").  The Independent Appraiser shall,\nwithin 30 business days after its appointment, determine the\ndisputed fair market value.  The determination of the Independent\nAppraiser shall be final and binding on both parties.  The fees\nand expenses of the Independent Appraiser shall\n\n                              - 48 -\n\n\n\nbe shared equally by CS and KO.\n\n     5.09 RIGHT OF FIRST NEGOTIATION.  CS agrees that, if CS\ndetermines to engage in a transaction or if CS receives a bona\nfide offer in either case which could result in the direct or\nindirect sale, assignment, transfer, disposition or license\n(but specifically excluding licensing of Held Brands, subject\nto Sections 5.07 and 5.08, if such licensing is on terms which\nare in the ordinary course consistent with past practice and for\na duration of no more than ten years) of ownership or control (a\n\"Disposition\") of all or some of the Held Brands, CS will provide\nKO with written notice of its intent to engage in a Disposition\nof Held Brands (setting forth in such notice the Held Brands\nwhich CS intends to dispose of).  KO shall have 20 business days\nafter delivery by CS to KO of such notice to notify CS that KO\ndesires to negotiate with CS for the acquisition of the Held\nBrands specified in CS's notice to KO.  If KO shall fail to\ndeliver such notice to CS by the expiration of such 20 business\nday period, CS's obligations under this Section 5.09 shall expire\nwith respect to such Held Brands if there is a Disposition of\nsuch Held Brands within 180 days thereafter (provided that if\nsuch Disposition does not occur within such 180-day period, the\nprovisions of this Section 5.09 shall again apply to such Held\nBrands).  If KO shall timely provide such notice to CS, KO and CS\nshall negotiate diligently and in good faith for a period of up\nto 180 days in order to attempt to agree upon a transaction\npursuant to which KO would acquire such Held Brands. If such\nnegotiations shall fail to result in an agreement between KO and\nCS with respect to such Held Brands, upon expiration of such\n180-day period, CS's obligations under this Section 5.09 shall\nexpire with respect to such Held Brands if there is a Disposition\nof such Held Brands within 180 days thereafter (provided that if\nsuch Disposition does not occur within such 180-day period, the\nprovisions of this Section 5.09 shall again apply to such Held\nBrands).\n\n     5.10 CERTAIN BRAND ACQUISITIONS.  Except as set forth on\nSchedule 5.10(a), prior to the Threshold Closing Date, KO agrees\nnot to directly or indirectly acquire any trademarks in any of\nthe countries set forth on Schedule 5.10(b) if such acquisition\nwould significantly and adversely affect the ability of KO to\nobtain necessary regulatory approvals to achieve the Threshold\nCondition.\n\n     5.11 AUSTRALIA.  Subject to due diligence on the part of KO,\nthe negotiation of a definitive agreement mutually satisfactory\nto KO and CS, Board approval on the part of KO and CS and\nregulatory approval, KO and CS intend to enter into a transaction\npursuant to which KO would purchase for a purchase price of\nU.S.$250,000,000 all of the tangible and intangible assets\nprimarily relating to the beverage trademarks of CS and its\nAffiliates in Australia (including the Cottees Cordials business),\nincluding all bottling assets, and would assume the ordinary\ncourse working capital liabilities relating thereto.  This\nintended price reflects the assumption by KO and CS that all\ncarbonated soft drink brands and all non-carbonated beverage\nbrands owned by CS and Affiliates in Australia (including the\nCottees Cordials business) would be transferred to KO, and that\nCS would make representations and warranties with respect to all\nsuch brands, consistent with the representations and warranties\nset forth in Section 2.13 of this Agreement and provide\nindemnification with respect to such brands to KO consistent with\nSection 9.01 of this Agreement.  The parties also intend more\ngenerally that the definitive agreement with respect to such\ntransaction would be generally consistent with the terms and\nconditions of this Agreement,\n\n                              - 49 -\n\n\n\ntaking into account the size and nature of such transaction.\n\n     5.12 SOUTH AFRICA.  The parties intend to negotiate and\ncooperate in good faith in a timely manner to seek to develop a\ntransaction structure that would permit KO to enter into a\nmutually acceptable commercial arrangement with each of Cadbury\nSchweppes (South Africa) Ltd. and the owner of the Lemon Twist\ntrademark in South Africa that would enable KO to acquire for\nfair value all tangible and intangible assets relating to the\ntrademarks used in CS's beverages business in South Africa\n(including Lemon Twist) and the entire associated value stream.\n\n     5.13 ROSE'S BEVERAGES.  At the Threshold Closing, CS or the\nrelevant Affiliate of CS and KO or the relevant Affiliate of KO\nshall enter into an exclusive royalty-free, freely transferable\nlicense agreement (the \"Rose's License Agreement\"), with a right\nto sublicense in form and substance reasonably satisfactory to\nthe parties and in substantially the same form as the Excluded\nCountry License Agreement pursuant to which CS will grant to KO\nthe right to use in perpetuity the trademark \"Rose's\" for\nbeverages and any brand, trademark, trade name or similar right\nconnected or associated therewith for beverages (including any\nvariants thereof which are developed or created after the date\nhereof for beverages) with respect to all countries other than\nthe United States, South Africa, Canada and France (and other\nthan Australia, unless the Cottees Cordials are acquired\npursuant to Section 5.11).  The Rose's License Agreement shall\ninclude, without limitation, terms providing KO or the relevant\nKO Affiliate with brand extensions and rights to new packaging.\nIf the entering into of the Rose's License Agreement would not be\npermitted at the Threshold Closing, the Purchase Price will be\nadjusted by the amount attributed to Rose's beverages on Schedule\n1.02(b)-1.\n\n     5.14 MEXICAN COBO-TECATE FACILITY.  If CS sells the Mexican\nCOBO, CS shall transfer, assign and deliver to the purchaser of\nthe Mexican COBO at no cost to such purchaser all of CS's right,\ntitle and interest in and to the mineral water rights presently\nused with respect to its Tecate, Mexico facility (the \"Tecate\nFacility\").  CS shall also provide to such purchaser the\nopportunity to elect to cause CS to fill carbonated soft drink\nand mineral water products produced by the Tecate Facility at\nCS's cost as determined below.  Such purchaser shall have the\nright to cancel such filling agreement, subject to reasonable\nnotice, without cost to such purchaser.  In addition, such\npurchaser shall not assume any liabilities or obligations\nrelating to the employees of the Tecate Facility.  As used in\nthis Section 5.14, CS's \"cost\" means all direct costs and\nreasonable overhead and other indirect costs associated with\nproducing such products.\n\n     5.15 GERMANY.\n\n          (a)  The parties recognize that CS owns 28% of the\nequity interests of a German joint venture (the \"German Joint\nVenture\") which licenses the Schweppes Brand and certain other\nbrands, including DR PEPPER Brand, from CS, which license CS\nrepresents and warrants has a termination date of December 31,\n2001 (assuming proper notice of termination is provided, which\nnotice CS agrees to give at the earliest possible date).\n\n                              - 50 -\n\n\n\n          (b)  Following the Applicable Closing Date relating to\nGermany, CS shall, or shall cause its appropriate Affiliate to,\nmake the following payments to KO, subject to the provisions of\nthis paragraph set forth below, at the times specified below:\n\n          September 30, 1999            US$2,400,000\n          March 31, 2000                US$2,625,000\n          September 30, 2000            US$2,850,000\n          March 31, 2001                US$3,075,000\n          September 30, 2001            US$3,300,000\n\n          If the Applicable Closing in Germany shall occur after\na scheduled payment date, CS shall not be required to make the\nspecified payment for such date.  If the German Joint Venture\nshall be terminated and the license agreement is terminated\nwithout any objection from either of the joint venture parties\nprior to any scheduled payment date, then (i) within 10 business\ndays after such terminations, CS shall make a payment to KO in an\namount equal to the product of (A) the amount of the next\nscheduled payment and (B) a fraction, the numerator of which\nshall be the number of days that shall have elapsed from the\nscheduled payment date immediately prior to the termination of\nthe German Joint Venture to, and including, the date of such\nterminations and the denominator of which shall be 182.5 and\n(ii) no further payments under this paragraph (b) shall be\nrequired.\n\n          (c)  CS agrees that if KO reaches an agreement to\nacquire the license rights to the DR PEPPER Brand (and any\nvariants thereof) from the German Joint Venture on or prior to\nDecember 31, 2001, then CS will waive and surrender to KO any\nrights CS may have to receive, directly or indirectly, any\npayment in respect of the price paid by KO to acquire such rights.\n\n          (d)  CS agrees that at all times prior to January 1,\n2002, it will use its commercially reasonable efforts to support,\npromote, maintain and enhance the brand value associated with the\nDR PEPPER Brand (and any variants thereof) in Germany.\n\n     5.16 SYRIA.  CS will cooperate with KO in an effort to\npermit KO to be able to conduct the Purchased Businesses in Syria\nfollowing the Threshold Closing.  If prior to the Threshold\nClosing, KO in its discretion determines that it will not be able\nto conduct the Purchased Businesses in Syria, then (i) the Owned\nTrademarks in Syria shall be transferred to the KO Buyers, (ii)\nnone of the other Assets in Syria shall be transferred to the KO\nBuyers (with a corresponding reduction in the Purchase Price as\ndescribed in Schedule 1.02(b)-1), (iii) the KO Buyers shall enter\ninto an Excluded Country License Agreement with respect to Syria,\nand (iv) the other Assets shall be transferred by the CS Parties\nto the KO Buyers at a Subsequent Closing at such time as the CS\nParties may determine, with the price determined based on the\nvalue as described in Schedule 1.02(b)-1.\n\n     5.17 ZIMBABWE.\n\n          (a)  The parties recognize that CS owns 44.9% of the\nequity interests of a company in Zimbabwe (the \"Zimbabwe Company\")\nwhich licenses certain brands, including\n\n                              - 51 -\n\n\n\nSchweppes and Mazoe, from CS (the \"Zimbabwe License\"), which\nlicense CS represents and warrants has a termination date of\nDecember 31, 2001, except with respect to Whisky black, which has\na termination date of December 31, 2004.\n\n          (b)  Unless otherwise agreed by the parties, on and\nafter the Applicable Closing in respect of Zimbabwe, CS agrees to\npay to KO promptly all dividends and other distributions or\neconomic benefits (on an after-tax basis based on CS's applicable\ntax rate) which CS may from time to time receive from the\nZimbabwe Company prior to December 31, 2001.  In addition, CS\nshall indemnify KO for all losses which KO may incur arising out\nof, relating to, or in connection with, any action brought by the\nother shareholders of the Zimbabwe Company arising out of the\ntermination by KO of the Zimbabwe License at any time on or after\nDecember 31, 2001.\n\n     5.18 INDIA.  At KO's option, at the Threshold Closing or, if\nKO elects, at any Subsequent Closing specified by KO, the CS\nParties shall assign, transfer and deliver to KO, AI or another\nKO Buyer at no cost or expense to the KO Buyers, all of the right,\ntitle and interest of the CS Parties in and to Cadbury Schweppes\nBeverages India Private Ltd. (other than any cash or cash\nequivalents held by such company, except to the extent that the\nexclusion of such cash would reduce the fair market value of such\ncompany below zero).\n\n     5.19 CHINESE JOINT VENTURE.\n\n          (a)  The parties recognize that CS owns 35% of a\ncompany in China (the \"Chinese Company\") which licenses the Oasis\nbrand in China.\n\n          (b)  Prior to the Threshold Closing, CS shall cause the\nChinese Company to be liquidated so that CS (and KO following the\nThreshold Closing) will have the unfettered right and title to\nthe \"Oasis\" brand in China and the unfettered right to license\nsuch brand.\n\n     5.20 SUPPORT AGREEMENTS; CONCENTRATE AGREEMENT.\n\n          (a)  With respect to any country (other than the United\nStates) the Purchased Businesses with respect to which are not\npurchased by KO pursuant to this Agreement at the Threshold\nClosing or a Subsequent Closing, the parties will enter into an\nagreement for the provision by KO to CS of specific support\nservices in such form as the parties may mutually agree.  Such\nservices will include, without limitation, the supply of\nconcentrates, as well as services related to new products,\npackaging and advertising, to the extent necessary to permit CS\nto continue its operations in such countries in a manner\ncomparable to currently conducted operations.  The supply of\nconcentrates shall be at KO's cost as determined below.  CS and\nKO will negotiate in good faith on an arms-length basis the\namounts of payments to be made by CS to KO in return for such\nservices to be provided by KO.  For purposes of this Section 5.20,\n\"KO's cost\" means all direct costs and reasonable overhead and\nother indirect costs associated with the provision of such\nsupplies and services.\n\n          (b)  Since KO will not be purchasing the \"Oasis\"\ntrademark in all countries at\n\n                              - 52 -\n\n\n\nthe Threshold Closing, the parties will negotiate in good faith\nregarding the terms of a supply agreement to be mutually\nsatisfactory to the parties relating to the supply of fruit-based\nconcentrate to CS for products bearing the \"Oasis\" trademark.\n\n     5.21 FACILITATION PAYMENTS.  In consideration for the\nassistance to be provided by CS in connection with closing the\ntransactions contemplated by this Agreement and the Transaction\nDocuments, KO or AI shall pay to CS in cash (i) a transition\nfacilitation payment in the amount of U.S.$30,000,000 on the\nlater of the Threshold Closing Date and July 1, 1999 (the \"First\nPayment Date\"), and (ii) a transition facilitation payment in the\namount of U.S.$20,000,000 on the date which is seven months after\nthe First Payment Date.  Such payment shall not be subject to\nreduction or set-off for any reason.\n\n     5.22 YEAR 2000 COMPLIANCE.\n\n          (a)  Following the date of this Agreement, CS shall\nprovide KO with such access and information as KO may reasonably\nrequest relating to any issues regarding whether the Plants are\nYear 2000 Compliant, and shall permit, at KO's sole cost and\nexpense, any consultant engaged by KO to have such access and\nreceive such information as KO may reasonably request in order\nto permit such consultant to assess the issues regarding whether\nthe Plants are Year 2000 Compliant.\n\n          (b)  If any of KO, the KO Buyers or the Plants:\n          \n               (i)  is required to expend funds in excess of\nU.S. $200,000 in order to execute the Y2K Plan; or\n          \n               (ii) reasonably determines in good faith, prior to\nJanuary 1, 2000, that steps additional to those set forth in the\nY2K Plan are required to ensure the Year 2000 Computer Date\nProblem will not affect the conduct of the business of the Plants\nin any material respect, and that expenditures in excess of\nU.S. $200,000 are required to take such additional steps;\n          \nthen KO shall notify CS, and CS agrees that it shall either:\n\n     (A)  provide the funds to KO so that KO can execute the Y2K\nPlan or take the additional steps required, in which case CS\nshall be relieved from any indemnification obligations under\nSections 9.01(a)(vii) in respect of such additional steps\nundertaken by KO and the matters addressed by such additional\nsteps;\n     \n     (B)  implement the additional steps required by KO at CS's\nexpense, in which case CS shall not be subject to the\nindemnification obligations under Section 9.01(a)(vii) with\nrespect to such additional steps and the matters addressed by\nsuch additional steps, unless CS fails to implement or\nnegligently implements the required steps identified by KO;\n     \n     (C)  in lieu of the additional steps required by KO, suggest\nan alternate plan or steps to be implemented at CS's expense in\nwhich case CS shall be required to indemnify KO in\n\n                              - 53 -\n\n\n\naccordance with Section 9.01(a)(vii) with respect to such matter\nonly to the extent that CS's alternate plan or steps fail to\ncorrect the problem identified by KO or cause a Loss; or\n     \n     (D)  take no action, in which case CS shall indemnify KO for\nany Loss caused by the identified problem in accordance with\nSection 9.01(a)(vii), subject to the limitations set forth in\nSection 9.01(c).\n       \n     5.23 ENVIRONMENTAL COMPLIANCE.  If any of KO, the KO Buyers\nor the Purchased Businesses reasonably determines in good faith\nafter any Applicable Closing Date that steps are necessary to\navoid or mitigate a potential Environmental Claim arising from\nany conditions, facts, circumstances, events or practices\nrelating to the Plants, the properties covered by the Assumed\nLeases or the Malvern Facility (but specifically excluding\npractices to the extent of any continuation of such practices by\nKO after the Applicable Closing Date) on or prior to the\nApplicable Closing Date, then KO shall notify CS and CS agrees\nthat it shall either:\n\n          (a)  provide the funds to KO so that KO can avoid or\nmitigate the Losses associated with such Environmental Claim; or\n     \n          (b)  take no action, in which case CS shall indemnify\nKO for any Loss associated with any such Environmental Claim\nwhich may arise under Section 9.01(a)(v)(B) or 9.01(a)(vi), in\naccordance with and subject to any applicable limitations set\nforth in Section 9.01(c), provided that in such event, CS shall\nnot be entitled to assert mitigation or any similar defense as a\ndefense to CS's indemnity obligation to any Protected Party (as\ndefined in Section 9.01(a)) for any such Environmental Claim.\n\n     5.24 DEBT.  CS shall repay, prior to the Applicable Closing\nDate, all Debt of the Purchased Company and the Subsidiaries.  If\nsuch Debt cannot be repaid due to restrictions on financial\nassistance or similar laws in the relevant jurisdictions, the KO\nBuyers shall assume such Debt (such Debt so assumed by the KO\nBuyers being the \"Assumed Debt\") at the Applicable Closing,\nsubject to an adjustment in the Purchase Price as described in\nSection 1.02.\n\n     5.25 NON-ASSIGNABLE CONTRACTS, LICENSES, ETC.  To the extent\nthat any Contract for which assignment to the KO Parties is\nprovided for in this Agreement is not assignable without the\nconsent of another party, this Agreement shall not constitute an\nassignment or an attempted assignment thereof if such assignment\nor attempted assignment would constitute a breach thereof.  CS\nshall, and shall cause the other CS Parties to, use their\nreasonable best efforts to obtain the consent of such other party\nto the assignment of any such contract to the KO Parties in all\nsuch cases in which such consent is or may be required for such\nassignment.  If such consent shall not be obtained within a\nreasonable period of time prior to the Applicable Closing, CS\nshall, and shall cause the CS Parties to, cooperate with the KO\nParties in any reasonable arrangement designed to provide for the\nKO Parties the benefits under any such contract.  If such consent\nis not obtained under the license agreements from Sunkist Growers\nto CS, the amount of the Purchase Price shall be reduced at the\nThreshold Closing by the amounts assigned to such items on\nSchedule 1.02(b)-1.  Receipt of such consents from the Sunkist\nGrowers shall not be a condition to any closing hereunder.\n\n                              - 54 -\n\n\n\n     5.26 REPLACEMENT OF CS GUARANTEES.  To the extent any CS\nParty is liable or responsible (whether by guarantee, letter of\ncredit or otherwise) for any Assumed Liability (each, a \"CS\nGuarantee\"), KO shall use its commercially reasonable efforts to\ncause such CS Party to be removed from such CS Guarantee and\nshall indemnify and hold harmless the CS Parties from against any\nand all Losses relating to or arising out of any such CS\nGuarantee.\n\n     5.27 SCHWEPPES EEIG.  As of the Threshold Closing, CS shall\ncause the Purchased Company and the Subsidiaries to be removed\nfrom the Schweppes Europe EEIG and, upon such removal, no further\nservices will be provided thereunder to the Purchased Company and\nthe Subsidiaries except as otherwise provided by this Agreement.\n\n     5.28 INVOICING OF CC&amp;SB FOR CERTAIN MATTERS.  KO shall\ninvoice Coca-Cola &amp; Schweppes Beverages Limited, and shall\npromptly provide CS with copies of such invoices, for \"Extracts\"\nsupplied to Coca-Cola &amp; Schweppes Beverages Limited pursuant to\nthe Licensor Agreements.  CS shall invoice Coca-Cola &amp; Schweppes\nBeverages for the Concentrate Surcharge.  If Coca-Cola &amp; Schweppes Beverages Limited shall remit any portion of the\nConcentrate Surcharge to KO or a KO Affiliate, KO shall cause\nsuch amount to be promptly paid over to CS.\n\n     5.29 CERTAIN FURNITURE AND EQUIPMENT.  Following the date of\nthis Agreement, KO shall have the opportunity to review and\nconsider whether it desires to receive the rights under, and\nassume the liabilities and obligations under, all or some of the\nfurniture and equipment leases relating to offices used to\nconduct the beverages business of CS and its Affiliates outside\nthe United States (the \"Furniture and Equipment Leases\").  KO\nshall be entitled to receive the rights under, and assume the\nliabilities and obligations under, such Furniture and Equipment\nLeases as KO so designates at an Applicable Closing.\n\n     5.30 TRADEMARK COOPERATION.  From and after the date of this\nAgreement, CS shall (i) without limiting KO's rights under\nSection 4.02, provide reasonable access, upon reasonable notice,\nto KO and KO's representatives to the files in CS's possession or\ncontrol relating to the Owned Trademarks as KO or KO's\nrepresentatives may reasonably request and (ii) cooperate with KO\nand KO's representatives in implementing such steps as KO shall\nreasonably request in order to preserve and protect any Owned\nTrademarks, including the making of certain filings and the\ntaking of certain action as previously discussed between KO and\nCS.  To the extent that such steps would not otherwise be taken\nby CS in the ordinary course of its business consistent with past\npractices (it being acknowledged that certain filings and actions\nas previously discussed by the parties are in the ordinary course\nof its business consistent with past practices), such steps shall\nbe taken at KO's cost and expense using such of KO's personnel\nand\/or counsel as may reasonably be requested by CS, with such\npersonnel and\/or counsel acting under the direction and control\nof CS.\n\n     5.31 ACQUIRED RECEIVABLES.\n\n          (a)  Except with respect to the Carcagente Plant and\nthe Athy Plant, at each Applicable Closing, the KO Buyers will\nacquire from the CS Parties all of the accounts\n\n                              - 55 -\n\n\n\nreceivable of the Purchased Businesses transferred at such\nApplicable Closing (as represented on the CS Hyperion Reporting\nSystem as \"Debtors\") but only to the extent such accounts\nreceivable were generated in respect of concentrate sales (the\n\"Acquired Receivables\").  The purchase price to be paid by the KO\nBuyers to the CS Parties for such accounts receivable shall equal\nthe face amount of such accounts receivable less reductions for\nbad debt reserves, which would be based upon CS's historical\npercentage experience with respect to bad debts (the \"Bad Debt\nReserve\").  It is anticipated that the KO Buyers would also agree\nwith the CS Parties to assume certain agreed upon accounts\npayable under marketing commitments in respect of periods prior\nto each such Applicable Closing (as represented on the CS\nHyperion Reporting System as \"Customer Rebates\"), in which case\nthe purchase price for the Acquired Receivables shall be reduced\ndollar-for-dollar by the amount of any such payables which the KO\nBuyers agree to assume.\n\n          (b)  The KO Buyers shall use their commercially\nreasonable efforts to collect the relevant Acquired Receivables\nafter the date of each Applicable Closing.  To the extent any\nsuch Acquired Receivables are not collected within twelve months\nof any such Applicable Closing, the CS Parties shall pay to the\nKO Buyers on or prior to the thirtieth day after the one year\nanniversary of such Applicable Closing an amount equal to the\ntotal face value of any Acquired Receivables not so collected,\nminus the total Bad Debt Reserve.  If the amount of the Acquired\nReceivables so collected exceeds the total face value of the\nAcquired Receivables, less the total Bad Debt Reserve, the KO\nBuyers shall similarly pay the amount of such excess to the CS\nParties.\n\n          (c)  Except as set forth in paragraphs (a) and (b)\nabove, or as specifically set forth in Section 1.06, the CS\nParties shall retain at each Applicable Closing and be\nresponsible for all payables and other liabilities and\nobligations with respect to the Purchased Businesses transferred\nat such Applicable Closing.\n\n          (d)  After each Applicable Closing, any payments made\nto CS or any of its Affiliates in respect of Acquired Receivables\nor with respect to receivables generated by the Purchased\nBusinesses transferred at such Applicable Closing in respect of\nperiods after such Applicable Closing shall be paid forthwith\n(and in any event in not less than 30 days after receipt) to the\nKO Buyers.\n\n          (e)  Any disputes with respect to the matters described\nin this Section 5.31 shall be referred to and resolved and\ndetermined by the Review Accounting Firm, which determination\nshall be binding on the CS Parties and the KO Buyers.\n\n\n                             ARTICLE 6\n\n                   CONDITIONS TO CS'S OBLIGATIONS\n\n     6.01 CONDITIONS TO THE THRESHOLD CLOSING.  The obligations\nof CS to be performed under this Agreement at the Threshold\nClosing shall be subject to the satisfaction (or waiver by\n\n                              - 56 -\n\n\n\nCS) at or prior to the Threshold Closing Date of the following\nconditions:\n\n          (a)  CS Country Conditions (as defined below)\nsufficient to satisfy the Threshold Condition shall be satisfied.\n\n          (b)  The representations and warranties of KO contained\nin this Agreement shall be true and correct in all material\nrespects on and as of the Threshold Closing Date with the same\nforce and effect as though made on and as of such date; KO shall\nhave complied in all material respects with its covenants and\nagreements set forth in this Agreement to be performed by it on\nor before the Threshold Closing Date; and KO shall have delivered\nto CS a certificate dated the Threshold Closing Date and signed\non behalf of KO by its duly authorized officer attesting to all\nsuch effects described in this paragraph, which certificate shall\nstate that such representations and warranties are made as of the\nThreshold Closing Date with the same force and effect as if made\nin this Agreement as of the date hereof.\n\n          (c)  Subject to Section 7.04, no suit, governmental\ninvestigation, action or other proceeding shall be pending and\nno suit, investigation, action or other proceeding by any\nGovernmental Authority shall be overtly threatened as a result\nof, or in connection with, the transactions contemplated by this\nAgreement and the Transaction Documents which, in the reasonable\nopinion of counsel for CS, would be reasonably likely to result\nin the restraint or prohibition of any of the CS Parties from\nconsummating the transactions contemplated hereby or by the\nTransaction Documents, or the obtaining of damages or other\nrelief from the CS Parties which are material in the context\nof the transactions contemplated by this Agreement and the\nTransaction Documents.\n\n     6.02 CONDITIONS TO EACH SUBSEQUENT CLOSING.  The obligations\nof CS to be performed under this Agreement at each Subsequent\nClosing shall be subject to the satisfaction (or waiver by CS) at\nor prior to such Subsequent Closing Date of the following\nconditions:\n\n          (a)  The Threshold Closing shall have occurred.  \n\n          (b)  The representations and warranties of KO contained\nin this Agreement shall be true and correct in all material\nrespects on and as of the Subsequent Closing Date with the same\nforce and effect as though made on and as of such date; KO shall\nhave complied in all material respects with its covenants and\nagreements set forth in this Agreement to be performed by it on\nor before the Subsequent Closing Date; and KO shall have\ndelivered to CS a certificate dated the Subsequent Closing Date\nand signed on behalf of KO by its duly authorized officer\nattesting to all such effects described in this paragraph, which\ncertificate shall state that such representations and warranties\nare made as of the Subsequent Closing Date with the same force\nand effect as if made in this Agreement as of the date hereof.\n\n          (c)  Subject to Section 7.04, no suit, governmental\ninvestigation, action or other proceeding shall be pending and\nno suit, investigation, action or other proceeding by any\nGovernmental Authority shall be overtly threatened as a result\nof, or in connection with, the transactions contemplated by this\nAgreement and the Transaction Documents which, in the\n\n                              - 57 -\n\n\n\nreasonable opinion of counsel for CS, would be reasonably likely\nto result in the restraint or prohibition of any of the CS\nParties from consummating the transactions contemplated hereby or\nby the Transaction Documents, or the obtaining of damages or\nother relief from the CS Parties which are material in the\ncontext of the transactions contemplated by this Agreement and\nthe Transaction Documents.\n\n     6.03 CS COUNTRY CONDITIONS.  The obligations of CS to be\nperformed hereunder with respect to the Assets in a particular\ncountry shall be subject to the satisfaction (or waiver by CS)\nof each of the following conditions (the \"CS Country Conditions\"):\n\n          (a)  No order, injunction or decree issued by any court\nor agency of competent jurisdiction or other legal restraint or\nprohibition preventing the consummation of the transactions\ncontemplated hereby or by the Transaction Documents with respect\nto such country shall be in effect.  No statute, rule,\nregulation, order, injunction or decree shall have been enacted,\nentered, promulgated or enforced by any Governmental Authority\nwhich prohibits or makes illegal the consummation of the\ntransactions contemplated hereby or by the Transaction Documents\nwith respect to such country.\n\n          (b)  Subject to Section 7.04, no suit, governmental\ninvestigation, action or other proceeding shall be pending and no\nsuit, investigation, action or other proceeding by any\nGovernmental Authority shall be overtly threatened which in the\nreasonable opinion of counsel for CS would be reasonably likely\nto restrain or prohibit the consummation of the transactions\ncontemplated hereby and by the Transaction Documents with respect\nto such country.\n\n          (c)  All necessary governmental approvals in connection\nwith the transactions contemplated by this Agreement and the\nTransaction Documents with respect to such country shall have\nbeen obtained.  All material consents and approvals of third\nparties required in connection with the transactions contemplated\nby this Agreement and the Transaction Documents with respect to\nsuch country shall have been obtained.\n\n                             ARTICLE 7\n\n                   CONDITIONS TO KO'S OBLIGATIONS\n\n     7.01  CONDITIONS TO THE THRESHOLD CLOSING.  The obligations\nof KO to be performed hereunder at the Threshold Closing shall be\nsubject to the satisfaction (or waiver by KO) on or before the\nThreshold Closing Date of each of the following conditions:\n\n          (a)  KO Country Conditions (as defined below)\nsufficient to satisfy the Threshold Condition shall be satisfied.\n\n          (b)  Each of the representations and warranties of CS\ncontained in Sections 2.01, 2.02, 2.03, 2.04, 2.05 and 2.06 shall\nbe true and correct in all material respects as of the date\nhereof and as of the Threshold Closing Date with the same effect\nas though such representations and warranties had been made as of\nthe Threshold Closing Date.\n\n                              - 58 -\n\n\n\n          (c)  Each of the representations and warranties of the\nCS Parties contained in Article 2 (other than the representations\nand warranties referred to in Section 7.01(b)) shall be true and\ncorrect in all respects as of the date hereof and as of the\nThreshold Closing Date with the same force and effect as though\nsuch representations and warranties had been made as of the\nThreshold Closing Date, except (i) representations and warranties\nthat speak as of a specified date or time other than the\nThreshold Closing Date (which need only be true and correct in\nall respects as of such date or time), and (ii) where the failure\nor failures of such representations and warranties to be true and\ncorrect do not and are not reasonably likely to, either\nindividually or in the aggregate, have or result in a Material\nAdverse Effect (provided, however, that for purposes of this\nparagraph, if any such representation or warranty is qualified in\nany respect by materiality, by the word \"material\" or by words of\nsimilar impact, such materiality, material or similar\nqualifications or exceptions will in all respects be ignored\nsolely for purposes of the paragraph).\n\n          (d)   Each of the CS Parties shall have performed and\ncomplied in all material respects with the obligations,\nagreements and conditions contained herein and in the Conveyance\nDocuments required to be performed or complied with by them prior\nto or at the time of the Threshold Closing.\n\n          (e)  The Purchased Businesses taken as a whole shall\nnot have suffered any Material Adverse Effect since the date of\nthis Agreement.\n\n          (f)  Each of the CS Parties shall have delivered to KO\na certificate dated as of the Threshold Closing Date signed by a\nsenior officer on its behalf attesting to all of the effects\ndescribed in Sections 7.01(b), (c), (d) and (e).\n\n          (g)  No statute, rule, regulation, order, injunction or\ndecree shall have been enacted, entered, promulgated or enforced\nby any Governmental Authority which prohibits or makes illegal\nconsummation of the transactions contemplated hereby or by the\nTransaction Documents to occur at the Threshold Closing, or,\nsubject to Section 7.04, would be reasonably likely to result in\ndamages or other relief having or reasonably likely to have a\nMaterial Adverse Effect or damages or other relief from or with\nrespect to KO which are material in the context of the\ntransactions contemplated by this Agreement and the Transaction\nDocuments taken as a whole.\n     \n          (h)  Subject to Section 7.04, no suit, governmental\ninvestigation, action or other proceeding shall be pending and no\nsuit, investigation, action or other proceeding by any\nGovernmental Authority shall be overtly threatened as a result of,\nor in connection with, the transactions contemplated by this\nAgreement and the Transaction Documents which in the reasonable\nopinion of counsel for KO would be reasonably likely to result in\ndamages or other relief having or reasonably likely to have a\nMaterial Adverse Effect or damages or other relief from or with\nrespect to KO which are material in the context of the\ntransactions contemplated by this Agreement and the Transaction\nDocuments taken as a whole.\n\n     7.02 CONDITIONS TO THE SUBSEQUENT CLOSING.  The obligations\nof KO to be performed hereunder at the Subsequent Closing shall\nbe subject to the satisfaction (or waiver by KO) on or\n\n                              - 59 -\n\n\n\nbefore the Subsequent Closing Date of each of the following\nconditions:\n\n          (a)  The Threshold Closing shall have occurred.   \n\n          (b)  Each of the representations and warranties of CS\ncontained in Sections 2.01, 2.02, 2.03, 2.04, 2.05 and 2.06 shall\nbe true and correct in all material respects as of the date\nhereof and as of the Subsequent Closing Date with the same effect\nas though such representations and warranties had been made as of\nthe Subsequent Closing Date.\n\n          (c)  Each of the representations and warranties of the\nCS Parties contained in Article 2 (other than the representations\nand warranties referred to in Section 7.02(b)) shall be true and\ncorrect in all respects as of the date hereof and as of the\nSubsequent Closing Date with the same force and effect as though\nsuch representations and warranties had been made as of the\nSubsequent Closing Date, except (i) representations and\nwarranties that speak as of a specified date or time other than\nthe Subsequent Closing Date (which need only be true and correct\nin all respects as of such date or time), and (ii) where the\nfailure or failures of such representations and warranties to be\ntrue and correct do not and are not reasonably likely to, either\nindividually or in the aggregate, have or result in a Material\nAdverse Effect (provided, however, that for purposes of this\nparagraph, if any such representation or warranty is qualified in\nany respect by materiality, by the word \"material\" or by words of\nsimilar impact, such materiality, material or similar\nqualifications or exceptions will in all respects be ignored\nsolely for purposes of the paragraph).\n\n          (d)   Each of the CS Parties shall have performed and\ncomplied in all material respects with all obligations,\nagreements and conditions contained herein and in the Conveyance\nDocuments required to be performed or complied with by them prior\nto or at the time of the Subsequent Closing.\n\n          (e)  No Material Adverse Effect shall have occurred\nsince the date of this Agreement.\n\n          (f)  Each of the CS Parties shall have delivered to KO\na certificate dated as of the Subsequent Closing Date signed by a\nsenior officer on its behalf attesting to all of the effects\ndescribed in Sections 7.02(b), (c), (d) and (e).\n\n          (g)  No statute, rule, regulation, order, injunction or\ndecree shall have been enacted, entered, promulgated or enforced\nby any Governmental Authority which prohibits or makes illegal\nconsummation of the transactions contemplated hereby or by the\nTransaction Documents to occur at the Threshold Closing or,\nsubject to Section 7.04, would be reasonably likely to result in\ndamages or other relief having or reasonably likely to have a\nMaterial Adverse Effect or damages or other relief from or with\nrespect to KO which are material in the context of the\ntransactions contemplated by this Agreement and the Transaction\nDocuments taken as whole.\n\n          (h)  Subject to Section 7.04, no suit, governmental\ninvestigation, action or other proceeding shall be pending and no\nsuit, investigation, action or other proceeding by any\nGovernmental Authority shall be overtly threatened as a result of,\nor in connection with, the\n\n                              - 60 -\n\n\n\ntransactions contemplated by this Agreement and the Transaction\nDocuments which in the reasonable opinion of counsel for KO would\nbe reasonably likely to result in damages or other relief having\nor reasonably likely to have a Material Adverse Effect or damages\nor other relief from or with respect to KO which are material in\nthe context of the transactions contemplated by this Agreement\nand the Transaction Documents taken as whole.\n\n     7.03 KO COUNTRY CONDITIONS.  The obligations of KO to be\nperformed hereunder with respect to the Purchased Businesses in\na particular country shall be subject to the satisfaction (or\nwaiver by KO) of each of the following conditions (the \"KO\nCountry Conditions\"):\n\n          (a)  No order, injunction or decree issued by any court\nor agency of competent jurisdiction or other legal restraint or\nprohibition preventing the consummation of the transactions\ncontemplated hereby or by the Transaction Documents with respect\nto such country (including the purchase and sale of the Purchased\nCompany or any Subsidiary, in each case which owns the Owned\nTrademarks with respect to such country) shall be in effect.  No\nstatute, rule, regulation, order, injunction or decree shall have\nbeen enacted, entered, promulgated or enforced by any\nGovernmental Authority which prohibits or makes illegal the\nconsummation of the transactions contemplated hereby or by the\nTransaction Documents with respect to such country (including the\npurchase and sale of the Purchased Company or any Subsidiary, in\neach case which owns the Owned Trademarks with respect to such\ncountry), or, subject to Section 7.04, which restricts in any\nsignificant respect the ability of KO to conduct its businesses\nas now conducted in such country.\n\n          (b)  Subject to Section 7.04, no suit, governmental\ninvestigation, action or other proceeding shall be pending and no\nsuit, investigation, action or other proceeding by any\nGovernmental Authority shall be overtly threatened which in the\nreasonable opinion of counsel for KO would be reasonably likely\nto:\n\n               (i)  restrain or prohibit the consummation of the\ntransactions contemplated hereby and by the Transaction Documents\nwith respect to such country (including the purchase and sale of\nthe Purchased Company or any Subsidiary, in each case which owns\nthe Owned Trademarks with respect to such country);\n\n               (ii) result in an order or other relief which\nrestricts in any significant respect the ability of KO to conduct\nits businesses as now conducted in such country.\n\n          (c)  KO shall have received from counsel to CS\nreasonably satisfactory to KO, an opinion with respect to such\ncountries (provided such country is specifically identified by\nname on Schedule 1.02(b)-1), dated the Applicable Closing Date,\nin the form of Exhibit 7.03(c).\n\n          (d)  The CS Parties shall have delivered to the KO\nParties the Conveyance Documents with respect to such country.\n\n          (e)  To the extent requested by KO, all directors of\nthe Purchased Businesses to be acquired with respect to such\ncountry shall have delivered to the KO Parties their\n\n                              - 61 -\n\n\n\nresignations as directors.\n\n          (f)  All necessary governmental approvals in connection\nwith the transactions contemplated by this Agreement and the\nTransaction Documents with respect to such country (including the\npurchase and sale of the Purchased Company or any Subsidiary, in\neach case which owns the Owned Trademarks with respect to such\ncountry) shall have been obtained.  All material consents and\napprovals of third parties required in connection with the\ntransactions contemplated by this Agreement and the Transaction\nDocuments with respect to such country (including the purchase\nand sale of the Purchased Company or any Subsidiary, in each case\nwhich owns the Owned Trademarks with respect to such country)\nshall have been obtained, except as would not have a material\nadverse effect on the Purchased Businesses being acquired in such\ncountry.\n\n     7.04 RESOLUTION OF CERTAIN DISPUTES.  If the parties cannot\nagree as to whether the condition specified in Sections 6.01(c),\n6.02(c), 6.03(b), 7.01(g), 7.01(h), 7.02(g), 7.02(h) or 7.03(b)\nis satisfied, then distinguished and reputable competition-law\ncounsel for each party will jointly agree on the retention of an\nindependent, distinguished and reputable competition-law expert\nnot previously retained by either party.  Such independent\ncounsel will be instructed to produce an opinion as to whether or\nnot such condition is satisfied; and the parties agree to be\nbound by such opinion.\n\n                             ARTICLE 8\n\n                              CLOSINGS\n\n     8.01 THRESHOLD CLOSING DATE.  Subject to the satisfaction or\nwaiver of the conditions set forth in this Agreement, the\nThreshold Closing shall take place at 10:00 a.m., local time, on\nthe third business day following the date on which all of the\nconditions to such Threshold Closing have been satisfied or\nwaived (or are capable of being satisfied concurrently with the\nThreshold Closing) at the offices of King &amp; Spalding, counsel to\nKO, at 1185 Avenue of the Americas, New York, New York, U.S.A. or\nat such other time or place as may be mutually agreed by KO and\nCS.\n\n     8.02 SUBSEQUENT CLOSING DATES.  Subject to the satisfaction\nor waiver of the conditions set forth in this Agreement, a\nSubsequent Closing shall take place at 10:00 a.m., local time, on\nsuch date and at such place at the offices of King &amp; Spalding,\ncounsel to KO, at 1185 Avenue of the Americas, New York, New York,\nU.S.A., or at such other time or place as may be mutually agreed\nby KO and CS.\n\n     8.03 CLOSING REQUIREMENTS.  At each Applicable Closing, the\nfollowing shall occur:\n\n          (a)  The parties hereto shall exchange and deliver the\ncertificates and other evidence as to the accuracy of the\nrepresentations and warranties contained herein, and the\ncompliance with the covenants and agreements contained herein,\nwhich are required to be delivered by such party as herein\nprovided.\n\n                              - 62 -\n\n\n\n          (b)  The CS Parties shall deliver and the KO Buyers\nshall receive at the Closing certificates evidencing the Shares\nat the Applicable Closing, duly endorsed in blank for transfer\nor accompanied by duly executed blank stock powers attached and\notherwise in good form for transfer.\n\n          (c)  The CS Parties shall deliver appropriate transfer\ndocuments, including bills of sale, trademark assignments,\nintellectual property assignments and other assignment documents,\nas may be necessary in the reasonable judgment of KO to convey to\nthe KO Buyers in accordance with this Agreement title to all of\nthe Assets to be acquired by the KO Buyers at the Applicable\nClosing.\n\n          (d)  The KO Buyers shall deliver to the CS Parties all\nfunds payable at the Applicable Closing as provided in Article 1.\n\n          (e)  All other opinions, documents, instruments and\nwritings required to be delivered by a party at or prior to the\nApplicable Closing Date pursuant to this Agreement or the\nTransaction Documents will be delivered to the party entitled\nthereto to the extent not previously delivered.\n\n                             ARTICLE 9\n\n                          INDEMNIFICATION\n\n     9.01 KO REMEDIES.\n\n          (a)  CS shall, and shall cause the CS Parties to,\nindemnify, defend and hold harmless the KO Parties from and\nagainst any and all Losses (as hereinafter defined) suffered or\nincurred by any of the KO Parties or the Purchased Businesses or\nany successors or assigns thereof (the \"Protected Parties'\") as a\nresult of, or with respect to:\n\n               (i)    any breach or inaccuracy of any\nrepresentation or warranty of CS set forth in this Agreement,\nwhether such breach or inaccuracy exists or is made on the date\nof this Agreement or as of the Applicable Closing Date;\n\n               (ii)   any breach of or noncompliance by CS with\nany covenant or agreement of CS contained in this Agreement;\n\n               (iii)  except as specifically assumed by the KO\nParties pursuant to Section 5.06, all liabilities and obligations\nrelating to the Employee Benefit Plans of or relating to the\nPurchased Businesses incurred or accrued on or prior to the\nApplicable Closing or relating to periods prior to the Applicable\nClosing, including but not limited to (A) social security\nobligations, (B) pension obligations, (C) severance (statutory or\ncontractual) obligations, and (D) liabilities for any acts of any\nof the Purchased Businesses as an employer, including\ndiscrimination, unlawful termination, terminations for cause, or\nviolations of any statute or contract or other obligation;\n\n                              - 63 -\n\n\n\n               (iv)   any litigation, claims, suits, actions,\ninvestigations, indictments, informations or proceedings\ninvolving claims individually or together with any reasonably\nclosely related matters in excess of U.S.$250,000 which (A) are\nor have been pending on or prior to the date of this Agreement,\n(B) are commenced after the date of this Agreement and on or\nbefore the Applicable Closing Date, or (C) are, to the knowledge\nof the CS Parties or the Purchased Businesses, threatened on or\nbefore the Applicable Closing Date, in each case to which any of\nthe Purchased Businesses or any of their properties is or may\nbecome a party or is or may be subject;\n     \n               (v)  (A) any noncompliance with or violation of\nany applicable Environmental Law (to the extent such\nnoncompliance or violation exists on or prior to the Applicable\nClosing Date) relating to the Plants, the properties covered by\nthe Assumed Leases or the Malvern Facility or any Person whose\nliability for any such matters any of the Purchased Businesses\nhas or may have retained or assumed either contractually or by\noperation of law (including (i) any failure with respect to any\nsuch Plant or leased property or the Malvern Facility to obtain\nand possess all permits, licenses and other authorizations which\nare required to be obtained and possessed under Environmental\nLaws, (ii) any failure with respect to any such Plant or leased\nproperty or the Malvern Facility to comply with all terms and\nconditions of such permits, licenses and authorizations, and\n(iii) any failure with respect to any such Plant or leased\nproperty or the Malvern Facility to file all notices which are\nrequired to be filed under Environmental Laws), and (B) any\nEnvironmental Claim alleging noncompliance with or violation of\nany applicable Environmental Law (to the extent such\nnoncompliance or violation exists on or prior to the Applicable\nClosing Date) relating to the Plants, the properties covered by\nthe Assumed Leases or the Malvern Facility or any Person whose\nliability for any such Environmental Claim any of the Purchased\nBusinesses has or may have retained or assumed either\ncontractually or by operation of law (including (i) any failure\nwith respect to any such Plant or leased property or the Malvern\nFacility to obtain and possess all permits, licenses and other\nauthorizations which are required to be obtained and possessed\nunder Environmental Laws, (ii) any failure with respect to any\nsuch Plant or leased property or the Malvern Facility to comply\nwith all terms and conditions of such permits, licenses and\nauthorizations, and (iii) any failure with respect to any such\nPlant or leased property or the Malvern Facility to file all\nnotices which are required to be filed under Environmental Laws);\n     \n               (vi)   any Environmental Claim (other than as\nspecified in clause (v)(B) of this Section 9.01(a)) to the extent\nrelating to the ownership or operations on or prior to the\nApplicable Closing Date of the Plants, the properties covered by\nthe Assumed Leases or the Malvern Facility or any Person whose\nliability for any such Environmental Claim any of the Purchased\nBusinesses has or may have retained or assumed either\ncontractually or by operation of law;\n     \n               (vii)  except as specified in Section 5.22, any\nYear 2000 Computer Date Problem (provided that for the purposes\nof this clause (vii), any reference to \"material\" in the\ndefinition of Year 2000 Computer Date Problem shall be ignored),\nless U.S. $200,000;\n\n               (viii) all Excluded Liabilities;\n\n                              - 64 -\n\n\n      \n               (ix)   any payment of \"Supplemental Contributions\"\nas defined under and required to be paid pursuant to Clause 8.3.5\nof the Schweppes Licensor Agreement, dated February 10, 1997,\namong Schweppes Limited, Schweppes International Limited, L. Rose\n&amp; Co. Limited and Coca-Cola &amp; Schweppes Beverages Limited; and\n\n               (x)    the inability on the part of the KO Parties\nor the Purchased Businesses to terminate any bottling or\ndistribution agreements relating to any territory in Chile on or\nbefore December 31, 2004 based on contractual arrangements\nexisting on the Applicable Closing Date.\n\n          (b)  \"Loss\" shall mean any loss, damage, liability,\ncost or expense including, without limitation, any interest, fine,\npenalty, criminal or civil judgment or settlement, court costs,\nreasonable attorneys' and expert witnesses' fees, reasonable\naccountants' fees, disbursements and expenses, and any\nindemnification or similar payments required to be made to\nofficers, directors, employees or agents under duly enacted\ncharter provisions or bylaws, board resolutions or undertakings,\ncommitments or other understandings or under applicable corporate\nlaw, together with interest thereon from the later of the\nApplicable Closing Date and the date suffered or incurred at the\nRate; provided that the term \"Loss\" shall not include any\npunitive damages which may be sought by an indemnified party in\nan action, suit or proceeding against any indemnifying party.  A\nLoss suffered or incurred by any of the Purchased Businesses\nshall be deemed a Loss suffered or incurred by the KO Parties for\npurposes of this Article 9.\n\n          (c)  Except as provided below, the KO Parties may\nassert a claim for indemnification against the CS Parties under\nSection 9.01(a) only with respect to individual facts, conditions,\npractices, events, circumstances, items or matters (or any\nabsences thereof) which, together with any other facts,\nconditions, practices, events, circumstances, items or matters\n(or any absences thereof) which are reasonably closely related,\ninvolve an amount in excess of U.S.$25,000; provided, however,\nthat the limitations of this sentence shall not be applicable to\nany representation or warranty which is qualified by materiality,\nthe word \"material\" or words of similar import.  Except as\nprovided below, no amounts of indemnity shall be payable as a\nresult of any claim made pursuant to Section 9.01(a) unless and\nuntil the Persons making claims thereunder shall have suffered,\nincurred, sustained or become subject to indemnifiable Losses in\nthe aggregate in excess of 1.75% of the Purchase Price (prior to\nany adjustment for Assumed Debt and prior to the Working Capital\nAdjustment, but taking into account any reduction in the Purchase\nPrice resulting from the failure to satisfy the conditions to the\nApplicable Closing in certain countries subject to an increase\nonce such originally excluded Purchased Businesses are\ntransferred), in which case the Indemnified Parties shall be\nentitled to recover only such Losses in excess of such amount.\nThe limitations of the preceding sentences in this Section\n9.01(c) shall not apply to any action or claim pursuant to\nclauses (ii), (iii), (iv), (v) (except in the case of clause\n(v) for matters within the scope of clause (v) which KO has not\nidentified prior to the Applicable Closing, as to which matters\nsuch limitations shall apply), (viii), (ix) or (x) of Section\n9.01(a) or which is based on a breach of the representations and\nwarranties contained in Sections 2.01(a), 2.01(b), 2.02, 2.04,\n2.05, 2.06, 2.13(b), 2.13(c), 2.13(d), 2.26, 2.27 or 2.29 or the\nlast sentence of Section 2.20(c) or based upon fraud or\nintentional misrepresentation; provided, however, that\n\n                              - 65 -\n\n\n\n     (A)  in the case of Section 2.13(d) (which representation\nand warranty shall be interpreted for purposes of this Section\n9.01 as if the Disclosure Schedule to such representation and\nwarranty does not exist) to the extent an incident relating to a\nbreach of such representation and warranty is identified by KO\nprior to the Threshold Closing, no amounts shall be payable as a\nresult of any claim with respect thereto unless both:\n\n               (I)  the incident giving rise to such claim,\ninvolves an amount in excess of U.S. $25,000, in which case,\nsubject to the following clause (II), CS shall indemnify the\nProtected Parties for the sum of (i) two-thirds of the Losses\nresulting from such incident between U.S. $25,000 and U.S.\n$100,000 and (ii) all Losses resulting from such incident in\nexcess of U.S. $100,000; and\n\n               (II) the Protected Parties shall have suffered,\nincurred, sustained or become subject to Losses indemnifiable\nunder the immediately preceding clause (i) in excess of\nU.S. $3,000,000 in the aggregate as a result of a breach or\ninaccuracy of the representation and warranty in Section 2.13(d),\nin which case the Protected Parties shall be entitled to recover\nonly such Losses in excess of U.S. $3,000,000;\n\n     (B)  in the case of Section 2.13(d) (which representation\nand warranty shall be interpreted for purposes of this Section\n9.01 as if the Disclosure Schedule to such representation and\nwarranty does not exist) to the extent an incident relating to a\nbreach of such representation and warranty is not identified by\nKO prior to the Threshold Closing, no amounts shall be payable\nas a result of any claim with respect thereto unless:\n\n               (I)  the incident giving rise to such claim\ninvolves an amount in excess of U.S. $25,000, in which case,\nsubject to the following clause (II), CS shall indemnify the\nProtected Parties for the sum of (i) two-thirds of the Losses\nresulting from such incident between U.S. $25,000 and\nU.S. $100,000 and (ii) all Losses resulting from such incident in\nexcess of U.S. $100,000; provided that\n\n               (II) any such amounts indemnifiable under the\nimmediately preceding clause (I) shall be subject to the\nlimitations of the second sentence of Section 9.01(c);\n\n     (C)  in the case of Sections 2.13(b) and (c) no amounts of\nindemnity shall be payable as a result of any claim made with\nrespect thereto unless and until the Protected Parties making\nclaims thereunder shall have suffered, incurred, sustained or\nbecome subject to indemnifiable Losses in excess of\nU.S. $1,000,000 in the aggregate, in which case the Indemnified\nParties shall be entitled to recover only such Losses in excess\nof such amount.\n\n     (D)  in the case of clause (v) of Section 9.01(a) (to the\nextent in the case of clause (v) that KO has identified such\nmatter prior to the Applicable Closing), no amounts of indemnity\nshall be payable as a result of any claim made with respect\nthereto unless and until the Persons making claims thereunder\nshall have suffered, incurred, sustained or become subject to\nindemnifiable Losses in excess of U.S. $1,000,000 under such\nclause (v) in the case of clause (v) of Section 9.01(a) (to the\nextent in the case of clause (v) that KO has identified such\nmatter prior to the\n\n                              - 66 -\n\n\n\nApplicable Closing), in the aggregate, in which case the\nIndemnified Parties shall be entitled to recover only such Losses\nin excess of such amount.\n\n     (E)  in the case of the last sentence of Section 2.20(c) no\namounts of indemnity shall be payable as a result of any claim\nmade with respect thereto unless and until the Protected Parties\nmaking claims thereunder shall have suffered, incurred, sustained\nor become subject to indemnifiable Losses in excess of\nU.S. $5,000,000 in the aggregate, in which case the Indemnified\nParties shall be entitled to recover only such Losses in excess\nof such amount.\n\n          (d)  In no event shall the amount of indemnification\npayable by the CS Parties to the Protected Parties for asserted\nclaims under Section 9.01(a) exceed 100% of the Purchase Price\n(prior to any adjustment for Assumed Debt and prior to the\nWorking Capital Adjustment, but taking into account any reduction\nin the Purchase Price resulting from the failure to satisfy the\nconditions to the Applicable Closing in certain countries,\nsubject to an increase once such originally excluded Purchased\nBusinesses are transferred).\n\n          (e)  No Protected Party shall be entitled to recovery\nfor a particular Loss pursuant to any provision of this Section\n9.01 if the specific issue that is the subject of such Loss has\nbeen considered and resolved pursuant to Sections 1.04 and 1.05\nor pursuant to another provision of this Section 9.01.\n\n     9.02 CS REMEDIES\n\n          (a)  KO shall, and shall cause the KO Buyers to,\nindemnify, defend and hold harmless the CS Parties from and\nagainst any and all Losses suffered or incurred by any of the\nCS Parties or any successors or assigns thereof as a result of,\nor with respect of:\n\n               (i)   any breach or inaccuracy of any\nrepresentation or warranty of KO set forth in this Agreement,\nwhether such breach or inaccuracy exists or is made on the date\nof this Agreement or as of the Applicable Closing Date;\n\n               (ii)  any breach of or noncompliance by KO with\nany covenant or agreement of KO contained in this Agreement;\n\n               (iii) the Assumed Liabilities, except for any\nclaim or cause of action with respect to which the CS Parties\nare obligated to indemnify the Protected Parties under this\nArticle 9;\n\n               (iv)  liabilities and obligations in respect of\nclaims by Transferred Employees after the Applicable Closing\nrelating to facts, circumstances or events arising after the\nApplicable Closing; provided, however, that any payments made in\nrespect of such claims relating to severance as provided as in\nSection 5.06 shall be applied toward the U.S. $50,000,000 cap set\nforth therein, and to the extent such cap has been reached, KO\nshall have no obligation to indemnify CS in respect of such\nclaims relating to severance; and\n\n                              - 67 -\n\n\n\n               (v)   all liabilities and obligations within the\nscope of Sections 9.01(a)(iv), (v) and (vi) to the extent CS or\nthe CS Parties are not required to indemnify the Protected\nParties due to the limitations of Section 9.01(c); it being\nagreed, however, that the amount of all such liabilities and\nobligations shall be counted as Losses to KO for purposes of\ndetermining whether the deductibles or thresholds set forth in\nSection 9.01(c) have been exceeded.\n\n          (b)  No CS Party shall be entitled to recovery for a\nparticular Loss pursuant to any provision of this Section 9.02 if\nthe specific issue that is the subject of such Loss has been\nconsidered and resolved pursuant to another provision of this\nSection 9.02 or pursuant to Sections 1.04 and 1.05.\n\n     9.03 SURVIVAL OF REPRESENTATION AND WARRANTIES\n\n          (a)  The representations and warranties contained in\nthis Agreement shall not be extinguished by the Applicable\nClosing but shall survive for a period of two years following the\nApplicable Closing Date in respect of the Purchased Businesses\nwith respect to such Applicable Closing; provided that:\n\n               (i)   The representations and warranties contained\nin Sections 2.01(a), 2.01(b), 2.02, 2.04, 2.05, 2.06, 2.13(b),\n2.26, 2.27, 3.01, 3.02 and 3.03 and the last sentence of Section\n2.20(c) shall survive the Applicable Closing Date relating to\nsuch Purchased Businesses without limitation;\n\n               (ii)  The representations and warranties contained\nin Sections 2.17 and the first sentence of Section 2.14 (but not\nthe second sentence of Section 2.14, which shall survive for a\nperiod of two years relating to such Purchased Businesses after\nthe Applicable Closing Date relating to such Purchased Businesses)\nshall terminate as of the Applicable Closing Date;\n\n               (iii) The representations and warranties contained\nin Section 2.23 shall terminate ninety days following the\nexpiration of the applicable statute of limitations with respect\nto the assertion of any claim in respect thereof by any\nGovernmental Authority or other Person in respect of the\nPurchased Businesses with respect to such Applicable Closing; and\n\n               (iv) The covenants and agreements contained herein\nshall survive the Applicable Closing Date relating to such\nPurchased Businesses without limitation except for the covenants\nin Sections 4.01, 4.02, 4.03, 4.04, 4.06, 4.09, 5.22 and clause\n(vii) of Section 9.01(a) which shall survive for a period of two\nyears following the Applicable Closing Date relating to such\nPurchased Businesses.\n\n          (b)  Any indemnification obligation of any party under\nany representation, warranty, covenant or agreement set forth\nherein will terminate as of the date set forth in Section 9.03(a)\nfor the termination of the applicable representation, warranty,\ncovenant or agreed except for matters as to which notice is given\nprior to the end of such period, in which event\n\n                              - 68 -\n\n\n\nindemnification shall survive as long as necessary to permit the\nfinal resolution of such matter.  No investigation or other\nexamination by any of the CS Parties or the KO Parties or their\ndesignees or representatives shall affect the term of survival of\nthe representations and warranties set forth above.\n\n     9.04 NOTICE OF CLAIM.  An indemnified party shall promptly\nnotify the indemnifying party, in writing, of any claim for\nrecovery, specifying in reasonable detail the nature of the Loss,\nthe facts which form the basis of the Loss and, if known, the\namount, or an estimate of the amount, of the liability arising\ntherefrom.  The indemnified party shall provide to the\nindemnifying party as promptly as practicable thereafter\ninformation and documentation reasonably requested by the\nindemnifying party to support and verify the claim asserted,\nunless the indemnified party has been advised by counsel that\nthere are no reasonable grounds to assert the joint defense\nprivilege with respect to such information and documentation.  A\nnotice of claim furnished by the indemnified party under this\nSection 9.04 shall also be deemed to constitute timely notice by\nthe indemnified party of any claim that may at any time\nthereafter be made by any Person claiming entitlement to\nindemnity under any charter, bylaws or other governing documents\nor any board resolutions, undertakings, commitments, or other\nunderstandings, with respect to the state of facts or\ncircumstances which gave rise to the claim by the indemnified\nparty which is the subject of such notice.\n     \n     9.05 DEFENSE.\n\n          (a)  If the facts pertaining to a Loss arise out of the\nclaim of any third party, or if there is any claim against a\nthird party available by virtue of the circumstances of the Loss,\nthe indemnifying party may assume the defense or the prosecution\nthereof by written notice to the indemnified party agreeing to\nindemnify and defend the indemnified party from and against all\nindemnifiable Losses under this Article 9 arising from such claim.\n\n          (b)  If the indemnifying party agrees to assume the\ndefense and prosecution of such claim, then the indemnified party\nshall have no further obligation with respect to such claim.  In\nany such case, the indemnified party shall have the right to\nemploy counsel separate from counsel employed by the indemnifying\nin any such action and to participate therein, but the fees and\nexpenses of such counsel employed by the indemnified party shall\nbe at the indemnified party's expense.  No indemnifying party\nshall agree to a settlement of any claim without the indemnified\nparty's prior written consent, which consent shall not be\nunreasonably withheld in light of the indemnified party's\ncircumstances.\n\n          (c)  If the indemnifying party shall not assume the\ndefense and prosecution of any such claim, the indemnified party\nshall keep the indemnifying party reasonably informed of the\nprogress of any proceedings relating to such claim and shall\nconsult regularly with the indemnifying party with respect\nthereto and shall not agree to a settlement of such claim\nwithout the indemnifying party's written consent, which consent\nshall not be unreasonably withheld in light of the indemnifying\nparty's circumstances.\n\n          (d)  All parties hereto shall cooperate in the defense\nor prosecution thereof and\n\n                              - 69 -\n\n\n\nshall furnish all witnesses and testimony, records, materials\nand other information, and attend such conferences, discovery\nproceedings, hearings, trials and appeals, as may be reasonably\nrequested in connection therewith.\n\n          (e)  Subject to Section 11.12, the indemnification\nprovisions of this Article 9 shall be the sole remedy with\nrespect to any Losses incurred by the Protected Parties or the CS\nParties, except in the case of fraud or intentional\nmisrepresentation.\n\n\n                             ARTICLE 10\n\n                    TERMINATION PRIOR TO CLOSING\n\n     10.01 TERMINATION.  This Agreement may be terminated at any\ntime before the Threshold Closing:\n\n          (a)  By the mutual written consent of KO and CS;\n\n          (b)  By CS in writing, without liability, if KO shall\n(i) fail to perform in any material respect its agreements\ncontained in this Agreement required to be performed by it on or\nprior to the Threshold Closing Date, or (ii) materially breach\nany of its representations, warranties or covenants contained in\nthis Agreement, in each such case such that the conditions to the\nThreshold Closing shall be incapable of being satisfied by\nDecember 31, 1999;\n\n          (c)  By KO in writing, without liability, if CS shall\n(i) fail to perform in any material respect its agreements\ncontained in this Agreement required to be performed by it on or\nprior to the Threshold Closing Date, or (ii) materially breach\nany of its representations, warranties or covenants contained in\nthis Agreement, in each such case such that the conditions to the\nThreshold Closing shall be incapable of being satisfied by\nDecember 31, 1999;\n\n          (d)  By either KO or CS in writing, without liability,\nif there shall be any order, writ, injunction or decree of any\nGovernmental Authority binding on the parties prohibiting the\nconsummation of the transactions contemplated by this Agreement;\n\n          (e)  By KO, if the Board of Directors of CS recommends\na Takeover Proposal, CS enters into a definitive agreement\nproviding for a Takeover Proposal or a Takeover Proposal\ninvolving CS is consummated;\n\n          (f)  By CS, if the Board of Directors of CS determines\nin good faith following the receipt of and consistent with the\nadvice of outside counsel that their fiduciary obligations under\napplicable law require that both (i) the Board of Directors of CS\nrecommend a Takeover Proposal or CS enter into a definitive\nagreement providing for a Takeover Proposal and (ii) the Board of\nDirectors of CS terminate this Agreement; and concurrently with\nand as a condition to such termination, CS pays the termination\nfee described in Section 10.02; and\n\n                              - 70 -\n\n\n\n          (g)  By either KO or CS in writing, if for any reason\nthe Threshold Closing has not occurred by December 31, 1999.\n\n     10.02 TERMINATION OF OBLIGATIONS.  Termination of this\nAgreement pursuant to this Article 10 shall terminate all\nobligations of the parties hereunder, except for the obligations\nunder Sections 5.02 and Article 11 and this Section 10.02;\nprovided, however, that termination pursuant to subparagraphs\n(b) or (c) of Section 10.01 shall not relieve a defaulting or\nbreaching party from any liability to any party hereto.  If KO\nterminates this Agreement pursuant to subparagraph (e) or if CS\nterminates this Agreement pursuant to subparagraph (f) of Section\n10.01, CS shall pay to KO in cash U.S.$220,000,000.  Such payment\nshall be made by CS (i) if KO terminates this Agreement, on the\nseventh business day thereafter, and (ii) if CS terminates this\nAgreement, concurrently with and as a condition to such\ntermination and if such payment is not made on such applicable\ndate as provided in clause (i) or (ii), in addition to the\nU.S. $220,000,000 CS shall pay to KO interest on such amount from\nthe date required to be paid at the Rate, and shall pay KO's\ncosts (including reasonable attorneys' fees) associated with\ncollecting such amount.\n\n\n                             ARTICLE 11\n\n                            MISCELLANEOUS\n\n     11.01 ENTIRE AGREEMENT.  This Agreement (including the\nSchedules and Exhibits) and the Confidentiality Agreement\nconstitute the sole understanding of the parties with respect to\nthe subject matter hereof, except that this provision is not\nintended to abrogate any other written agreement between the\nparties executed contemporaneously with or after this Agreement.\n\n     11.02 PARTIES BOUND BY AGREEMENT; SUCCESSORS AND ASSIGNS.\nThis Agreement shall inure to the benefit of and be binding upon\nthe parties to this Agreement and their respective successors and\nassigns.  Without the prior written consent of KO, none of the CS\nParties may assign its rights, duties or obligations hereunder or\nany part thereof to any Person.  KO may assign its rights and\nduties hereunder in whole or in part (before or after the\nThreshold Closing) to one or more Persons so long as (i) such\nPerson is a direct or indirect wholly owned subsidiary of KO\n(except for nominee shares, director qualifying shares or\nsimilar shares) and KO guarantees such Person's obligations\nhereunder, or (ii) CS consents to such assignment (which consent,\nin the case of assignments to any Person other than Persons which\nare not KO bottlers or with respect to which KO has less than a\n30% equity interest, shall not be unreasonably withheld or\ndelayed) and KO guarantees such Person's obligations hereunder;\nprovided, however, that if the Board of CS recommends a Takeover\nProposal, CS enters into a definitive agreement providing for a\nTakeover Proposal or a Takeover Proposal involving CS is\nconsummated, then thereafter KO's rights under this Agreement\nshall be freely assignable.  Notwithstanding any assignment by KO\nof its rights hereunder, if any CS Party or any Affiliate thereof\nis required to make any indemnification payment or otherwise make\nwhole any assignee of KO (or subsequent assignee) as a result of\nany act or omission of any of the CS Parties or the Purchased\nBusinesses for which KO would be entitled to indemnification from\nany CS Party but for the assignment of\n\n                             - 71 -\n\n\n\nits rights hereunder, KO shall be fully subrogated to such\nassignee and shall be restored to all rights under this Agreement\nto obtain indemnification from the CS Parties.\n\n     11.03 COUNTERPARTS.  This Agreement may be executed in one\nor more counterparts, each of which shall constitute an original\nand all of which shall constitute one and the same agreement.\n\n     11.04 AMENDMENT, MODIFICATION AND WAIVER.  No amendment,\nmodification or alteration of the terms or provisions of this\nAgreement shall be binding unless the same shall be in writing\nand duly executed by the parties hereto.  Any of the terms or\nconditions of this Agreement may be waived in writing at any\ntime by the party which is entitled to the benefits thereof.  No\nwaiver of any of the provisions of this Agreement shall be deemed\nto or shall constitute a waiver of any other provisions hereof\n(whether or not similar).\n\n     11.05 EXPENSES.  Except as otherwise provided in this\nAgreement, each of KO and the CS Parties shall pay all costs and\nexpenses incurred by it or on its behalf in connection with this\nAgreement and the transactions contemplated hereby, including\nfees and expenses of its own financial consultants, accountants\nand counsel.  All expenses incurred by the Purchased Businesses\nin connection with this Agreement and the transactions\ncontemplated hereby in respect of periods prior to the Applicable\nClosing shall be paid by the CS Parties, and not by any of the KO\nParties.\n\n     11.06 NOTICES.  Any notice, request, instruction or other\ndocument to be given hereunder by any party hereto to any other\nparty hereto shall be in writing and delivered personally or by\ntelecopy transmission or sent by registered or certified mail or\nby any express mail service, postage and fees prepaid to the\nrespective address set forth below such party's signature to this\nAgreement or at such other address or number for a party as shall\nbe specified by like notice.  Any notice which is delivered\npersonally or by telecopy transmission or by mail in the manner\nprovided herein shall be deemed to have been duly given to the\nparty to whom it is directed upon actual receipt by such party.\n\n     11.07 FURTHER COOPERATION.  From and after each Applicable\nClosing Date, the parties will each take all such action and\ndeliver all such documents as shall be reasonably necessary or\nappropriate to confirm and vest in the KO Buyers title in and to\nthe Assets in accordance with this Agreement and the Transaction\nDocuments.\n\n     11.08 GOVERNING LAW; CONSTRUCTION.  THIS AGREEMENT SHALL BE\nGOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS\nOF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT GIVING\nEFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.  NO PROVISION\nOF THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE CONSTRUED\nAGAINST OR INTERPRETED TO THE DISADVANTAGE OF ANY PARTY HERETO BY\nANY GOVERNMENTAL AUTHORITY BY REASON OF SUCH PARTY'S HAVING OR\nBEING DEEMED TO HAVE STRUCTURED OR DRAFTED SUCH PROVISION.\n\n                              - 72 -\n\n\n\n     11.09 ARBITRATION\n\n          (a)  Any dispute, controversy or claim among the\nparties hereto arising out of, relating to or in connection with\nthis Agreement, the Transaction Documents and the transactions\ncontemplated hereby and thereby, including any question regarding\nthe existence, validity or termination thereof, shall be\nexclusively referred to and finally resolved by arbitration in\naccordance with the Rules (the \"Rules\") of the London Court of\nInternational Arbitration (the \"LCIA\"), which Rules are deemed to\nbe incorporated by reference into this Section 11.09.  Any such\narbitration shall be (i) brought in New York, New York, (ii)\nconducted in English, and (iii) to the maximum extent permitted\nby applicable law, final, binding and conclusive upon the parties\nthereto.  The arbitration and this Section 11.09 shall be subject\nto the United States Federal Arbitration Act, 9 U.S.C. Sections 1 \net seq.\n     \n          (b)  The arbitration shall be conducted by an arbitral\ntribunal consisting of three arbitrators.  The party initiating\narbitration (\"Claimant\") shall nominate an arbitrator in its\nrequest for arbitration (\"Request\").  The other party\n(\"Respondent\") shall nominate an arbitrator within 30 days of\nreceipt of the Request and shall notify the Claimant of such\nnomination in writing.  If within 30 days of receipt of the\nRequest by the Respondent either party has not nominated an\narbitrator, then that arbitrator shall be appointed by the LCIA\nArbitration Court (\"Court\").  The first two arbitrators nominated\nor appointed in accordance with this provision shall nominate a\nthird arbitrator within 30 days after the Respondent has notified\nthe Claimant of the nomination of the Respondent's arbitrator or,\nin the event of a failure by a party to nominate, within 30 days\nafter the Court has notified the parties and any arbitrator\nalready nominated or appointed of the Court's appointment of an\narbitrator on behalf of the party failing to nominate.  When the\nthird arbitrator has accepted the nomination, the two arbitrators\nmaking the nomination shall promptly notify the parties of the\nnomination.  If the first two arbitrators nominated or appointed\nfail to nominate a third arbitrator or so to notify the parties\nwithin the time period described above, then the Court shall\nappoint the third arbitrator and shall promptly notify the\nparties of the appointment.  The third arbitrator shall act as\nChair of the arbitral tribunal.\n     \n          (c)  In addition to the authority conferred on the\narbitral tribunal by the LCIA Rules, the arbitral tribunal shall\nhave the authority to:\n     \n               (i)  order reasonable discovery, including the\n                    production of documents and depositions; and\n     \n               (ii) make such orders for interim relief, including\n                    injunctive relief, as it may deem just and\n                    equitable.\n     \n          (d)  The arbitral award shall be in writing, state the\nreason for the award and be final and binding on the parties.\nThe award may grant any remedy which is permissible under the\nlaws of New York, U.S.A., including without limitation specific\nperformance and injunctive relief, and may include an award of\ncosts, including reasonable attorneys' fees and disbursements.\nAll amounts payable under the award shall be in U.S. dollars and\nshall bear interest from the date of the award until the date of\npayment at a rate to be fixed by the arbitral\n\n                              - 73 -\n\n\n\ntribunal.  Judgment upon the award may be entered by any court\nhaving jurisdiction thereof or having jurisdiction over the\nparties or their assets.\n     \n          (e)  The parties agree that any arbitration shall be\nkept confidential and any element of same (including but not\nlimited to any pleadings, briefs or other documents submitted or\nexchanged, any testimony or other oral submissions, and any\nawards) shall not be disclosed beyond the arbitral tribunal, the\nCourt, the parties, their counsel and any person necessary to the\nconduct of the arbitration, except as may be required in order to\nsatisfy disclosure obligations imposed by law or regulation or by\nany regulatory authority in the United Kingdom or the United\nStates, including the London Stock Exchange, the United States\nSecurities and Exchange Commission and the New York Stock\nExchange.\n\n     11.10 PUBLIC ANNOUNCEMENTS.  No party nor any of its agents\nor representatives will make any disclosure or public\nannouncement concerning the transactions contemplated by this\nAgreement without the prior approval of the other parties;\nprovided, however, that a party may make such disclosure or\npublic announcement if it is advised by counsel that such\ndisclosure or public announcement is required by law, regulation\nor the rules of any national securities exchange, so long as\nreasonable prior written notice of such disclosure is given to\nthe other party and such party attempts in good faith to reach\nagreement regarding the content of such disclosure or public\nannouncement.\n\n     11.11 NO THIRD-PARTY BENEFICIARIES.  With the exception of\nthe parties to this Agreement, there shall exist no right of any\nPerson to claim a beneficial interest in this Agreement or any\nrights occurring by virtue of this Agreement.\n\n     11.12 SPECIFIC PERFORMANCE. The parties agree that\nirreparable damage would occur if any of the provisions of this\nAgreement were not performed in accordance with their specific\nterms or were otherwise breached.  It is accordingly agreed that\nthe parties shall be entitled to equitable relief, including in\nthe form of injunctions, in order to enforce specifically the\nprovisions of this Agreement, in addition to any other remedy to\nwhich they are entitled at law or in equity.\n\n     11.13 SEVERABILITY. The invalidity or unenforceability of\nany provision hereof in any jurisdiction will not affect the\nvalidity or enforceability of the remainder hereof in that\njurisdiction or the validity or enforceability of this Agreement,\nincluding that provision, in any other jurisdiction.  To the\nextent permitted by applicable law, each party waives any\nprovision of law that renders any provision hereof prohibited or\nunenforceable in any respect.  If any provision of this Agreement\nis held to be unenforceable for any reason, it shall be adjusted\nrather than voided, if possible, in order to achieve the original\nintent of the parties to the extent possible.\n\n     11.14 DEFINITIONS AND RULES AND CONSTRUCTION.\n\n          (a)  \"United States\" means the United States of America\nand all of its territories, possessions and commonwealths.\n\n                              -74 -\n\n\n\n          (b)  \"South Africa\" means the Republic of South Africa\nand the countries of Botswana, Lesotho, Namibia and Swaziland.\n\n          (c)  \"France\" means the Republic of France and the\nPrincipality of Monaco.\n\n          (d)  \"Material Adverse Effect \" means any event, change,\noccurrence, circumstance or effect, that has had or is reasonably\nexpected to have a material adverse effect on the business,\nassets, liabilities, operations, results of operation or the\nfinancial condition of the Purchased Businesses, taken as a whole;\nprovided, however, that any adverse effect directly resulting\nfrom (i) (A) any changes affecting the carbonated soft drink\nindustry generally in any country in which the Purchased\nBusinesses operate, or (B) any changes affecting the economy\ngenerally of any country in which the Purchased Businesses\noperate or the global economy generally (in each case other than\nany dramatic changes in worldwide economic conditions which\nfundamentally impair the benefits to KO associated with the\ntransactions contemplated by this Agreement) or (ii) the entering\ninto of this Agreement or the consummation of the transactions\ncontemplated hereby or the announcement thereof, shall not, in\nand of itself, constitute a Material Adverse Effect.\n\n          (e)  \"Affiliate\" means, with respect to any specified\nPerson, any Person controlling, controlled by or under common\ncontrol with, such specified Person.\n\n          (f)  References made to an \"Exhibit\" or a \"Schedule\",\nunless otherwise specified, refer to one of the Exhibits or\nSchedules attached to this Agreement, and references made to an\n\"Article\" or a \"Section\", unless otherwise specified, refer to\none of the Articles or Sections of this Agreement.\n\n          (g)  As used herein, the plural form of any noun shall\ninclude the singular and the singular shall include the plural,\nunless the context requires otherwise.  Each of the masculine,\nneuter and feminine forms of any pronoun shall include all such\nforms unless the context requires otherwise.  Words of inclusion\nshall not be construed as terms of limitation herein, so that\nreferences to included matters shall be regarded as non-exclusive,\nnon-characterizing illustrations.\n\n          (h)  The Article and Section headings contained in this\nAgreement are solely for the purpose of reference and shall not\nin any way affect the meaning or interpretation of this Agreement.\n\n          (i)  To the extent any payment hereunder or under any\nTransaction Document is required to be made in the future, any\ninterest or price appreciation factor shall be compounded on a\ndaily basis.  To the extent that any amount specified herein in a\nparticular currency is paid in another country in the currency of\nthat country, the amount paid shall be converted into the\nspecified currency at the average of the conversion rates for\nsuch currencies as announced by Citicorp, N.A., New York, New\nYork.  For purposes hereof, the \"conversion rate\" shall be the\naverage of the buy and sell conversion rates for commercial\ntransactions at the end of the business day prior to the business\nday on which such amount is paid.\n\n                              - 75 -\n\n\n\n          (j)  Whenever the phrase \"ordinary course of business\nconsistent with past practice\" is used in this Agreement, it\nshall be qualified solely after the date of this Agreement by the\nphrase \"except to the extent not reasonably practicable in light\nof the transactions contemplated by this Agreement.\"\n\n                              - 76 -\n\n\n\n     IN WITNESS WHEREOF, each of the parties hereto has caused\nthis Agreement to be executed on its behalf as of the date first\nabove written.\n     \n                            THE COCA-COLA COMPANY\n\n     \n                            By:  \/s\/ Steve Whaley\n                                 ----------------\n                                 Name: Steve Whaley\n                                 Title: Vice President and General\n                                        Tax Counsel\n\n                                 Address:  One Coca-Cola Plaza\n                                 Atlanta, Georgia  30313\n                                 Attention:  Chief Financial Officer\n                                 Telefax: (404) 676-8683\n     \n                                 with a copy to:\n\n                                 One Coca-Cola Plaza\n                                 Atlanta, Georgia  30313\n                                 Attention:  General Counsel\n                                 Telefax:  (404) 676-6792\n\n                                 and a copy to:\n\n                                 King &amp; Spalding\n                                 191 Peachtree Street, N.E.\n                                 Atlanta, Georgia  30303\n                                 Attention:  C. William Baxley\n                                 Telefax: (404) 572-5100\n\n                                 CADBURY SCHWEPPES PLC\n\n                                 By: \/s\/ Henry A. Udow\n                                     ------------------\n                                     Name: Henry A. Udow\n                                     Title: Legal Director -\n                                            Global Beverages\n\n                                 Address: 25 Berkeley Square\n                                 London WIX 6HT\n                                 United Kingdom\n                                 Attention: The Company Secretary and\n                                            Chief Legal Officer\n                                 Telefax: 011-44-171-830-5015\n\n                              - 77 -\n\n\n\n                                 with a copy to:\n\n                                 25 Berkeley Square\n                                 London WIX 6HT\n                                 United Kingdom\n                                 Attention: Henry A. Udow\n                                 Telefax: 011-44-171-830-5037\n\n                                 and a copy to:\n\n                                 Shearman &amp; Sterling\n                                 599 Lexington Avenue\n                                 New York, New York 10022\n                                 Attention: Creighton O'M. Condon\n                                 Telefax: (212) 848-7179\n\n                                 ATLANTIC INDUSTRIES\n\n                                 By: \/s\/ Steve Whaley\n                                     ----------------\n                                     Name: Steve Whaley\n                                     Title: Vice President and\n                                            General Tax Counsel\n                                            \n                                 One Coca-Cola Plaza\n                                 Atlanta, Georgia  30313\n                                 Attention:  Chief Financial Officer\n                                 Telefax: (404) 676-8683\n  \n                                 with a copy to:\n  \n                                 One Coca-Cola Plaza\n                                 Atlanta, Georgia  30313\n                                 Attention:  General Counsel\n                                 Telefax:  (404) 676-6792\n\n                                 and a copy to:\n  \n                                 King &amp; Spalding\n                                 191 Peachtree Street, N.E.\n                                 Atlanta, Georgia  30303\n                                 Attention:  C. William Baxley\n                                 Telefax: (404) 572-5100\n\n                              - 78 -\n\n\n\n                         LIST OF EXHIBITS\n\nExhibit 1.02                 Form of Registered Note\n\nExhibit 5.01                 Certain Governmental Bodies\n\nExhibit 5.05                 Other Matters\n\nExhibit 7.03(c)              Legal Opinion Matters\n\n                              -i-\n\n\n\n                         LIST OF SCHEDULES\n\nSchedule 1.01A               List of CS Sellers\n\nSchedule 1.01(a)(i)          Purchased Company and Subsidiaries\n\nSchedule 1.01(a)(iii)        Non-Exclusive List of Other Assets\n\nSchedule 1.01(b)             List of Countries\n\nSchedule 1.02 (b)-1          Adjustments to Purchase Price\n\nSchedule 1.02(b)-2           Certain Countries\n\nSchedule 1.02(b)-3           130% Countries\n\nSchedule 1.02(b)-4           120% Countries\n\nSchedule 1.02(c)-1           30% Countries\n\nSchedule 1.02(c)-2           20% Countries\n\nSchedule 1.02(c)-3           Other Countries Schedule\n\nSchedule 1.06(a)(i)          Plant Balance Sheets\n\nSchedule 1.06(a)(ii)         Assumed Marketing Commitments\n\nSchedule 1.06 (a)(iii)       Assumed Leases\n\nSchedule 2.01(b)             Organization, Etc.\n\nSchedule 2.01(d)             Officers and Directors of the\n                             Purchased Company and the\n                             Subsidiaries\n\nSchedule 2.03                Certain Conflicts\n\nSchedule 2.04                Ownership of the Shares of the\n                             Purchased Company and the\n                             Subsidiaries\n\nSchedule 2.05                Authorized and Outstanding Capital\n                             Stock of the Purchased Company and\n                             the Subsidiaries\n\n                              -ii-\n\n\n\nSchedule 2.07                Financial Statements of the\n                             Purchased Company and the\n                             Subsidiaries\n\nSchedule 2.08                Undisclosed Liabilities\n\nSchedule 2.09                No Violation of Law; Licenses and\n                             Permits\n\nSchedule 2.10(a)             Real Property\n\nSchedule 2.10(b)             Certain Disclosures Concerning Real\n                             Property\n\nSchedule 2.11                Leases\n\nSchedule 2.12                Indebtedness for Borrowed Money\n\nSchedule 2.13(a)(i)          Owned Trademarks\n\nSchedule 2.13(a)(ii)         Brands in Commercial Use\n\nSchedule 2.13(a)(iii)        Intellectual Property Rights\n\nSchedule 2.13(a)(iv)         Licensed Rights\n\nSchedule 2.13(b)             Certain Disclosures Concerning\n                             Trademarks and Intellectual Property\n\nSchedule 2.14                Litigation and Claims\n\nSchedule 2.15(b)             Employee Benefit Plans\n\nSchedule 2.16                Labor Relations\n\nSchedule 2.17                Environmental Protection\n\nSchedule 2.18                Insurance Policies\n\nSchedule 2.20(b)             Contracts and Commitments\n\nSchedule 2.20(c)             Bottling Agreements\n\nSchedule 2.21                Agreements in Full Force and Effect\n\nSchedule 2.22                Absence of Certain Changes and Events\n\n                              -iii-\n\n\n                              \nSchedule 2.23                Tax Matters\n\nSchedule 2.24                Accounts Receivable\n\nSchedule 2.25                Product and Service Warranties\n\nSchedule 2.27                Transactions With Affiliates\n\nSchedule 2.28                Y2K Plan\n\nSchedule 3.03                Certain Conflicts\n\nSchedule 4.01                Pre-Closing Operations\n\nSchedule 5.01                Certain Commitments\n\nSchedule 5.06(b)             Severance Obligations\n\nSchedule 5.10(a)             KO Brand Acquisitions\n\nSchedule 5.10(b)             List of Countries\n\n                              -iv-\n\n\n\nThe Coca-Cola Company agrees to furnish supplementally to the Securities\nand Exchange Commission a copy of any omitted schedule or similar\nattachment upon request.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7137],"corporate_contracts_industries":[9421],"corporate_contracts_types":[9622,9627],"class_list":["post-43259","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-coca-cola-co","corporate_contracts_industries-food__beverages","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43259","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43259"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43259"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43259"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43259"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}