Coke Contract. Texas A&m Corpus Christi 1st Amend Agrmt

FIRST AMENDMENT This first amendment agreement, made and entered into effective as of. July 21, 2008 (the "First Amendment"), is to amend that certain Sponsorship Agreement dated effective February 16, 2005 (the "Agreement"), between Coca-Cola Enterprises Inc. d/b/a Coca-Cola Bottling Company of the Southwest, a Delaware corporation ("Company"), and Texas A&M University - Corpus Christi ("TAIVlU-CC), a member of the Texas A&M University System, an agency of the State of Texas All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. WITNESSETH: WHEREAS, the initial term of the Agreement commenced effective February 16, 2005 and is scheduled to end February 15, 2010 ("Initial Term"); and . WHEREAS, the parties to the Agreement wish to extend the Term of the Agreement as set forth herein upon the same terms and conditions plus the additional amended terms and conditions set forth in this First Amendment. NOW THEREFORE, in consideration of the proMises made herein, the parties hereto agree as follows: A. Section 8.1 of the Agreement is hereby amended by deleting such section in its entirety and re­ placing it with the following:

8.1 Annual Fees. In exchang~ for the'rights granted under this Agreement, Company agrees to pay TAMU-CC an aggregate of Two Hundred Forty Thousand Dollars ($240,000) for the entire Term (the "Annual Fees"). Company has paid Forty Thousand Dollars ($40,000) to / TAMU-CC for each of Agreement Years One through Three, for a total of One Hundred Twenty Thousand Dollars ($120,00QY The remaining Annual Fees will be paid in three (3) equal annual installments of Forty Tho~sand Dollars ($40,000) and will be due on or before September 30 of each of Agreement Years Four through Six.~ TAMU-CC will provide an invoice to Company at . least thirty (30) days prior to the due dates for the remaining payments for Agreement Years Four through Six. Regardless of when paid, the Annual Fees shall be deemed earned evenly on a monthly basis over the Agreement Year for which they are paid. B.

Section 8.7 of the Agreement is hereby amended by adding the following new subsection: 8.7. Scoreboard Funding. Company agrees to pay TAMU-CC a total amount not to exceed Eighteen Thousand Dollars ($18,000) for the purchase and installation of 1 scoreboards (the "Scoreboard Funding"), to be placed at the Campus. The Scoreboard Funding shall be payable within thirty (30) business days after this First Amendment is fully executed by the parties. The amount Company invests in the scoreboards shall be deemed earned evenly over Agreement Years Four through Six. THE PROVISION OF'THE SCOREBOARDS ARE ON AN liAS IS" BA­ SIS. COMPANY HEREBY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRAN­ TIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR INTENDED USE, AND COMPANY SHALL NOT BE LIABLE FOR CONSEQUENTIAL, IN­ CIDENTAL OR INDIRECT DAMAGES. During the entire Term, and upon expiration or termination of the Agreement, TAMU-CC retains ownership of the scoreboards.

C.

Section 13.1 of the Agreement is hereby amended by deleting such section in its entirety and re­ placing it with the following: 13.1 Extension of Contract Term. The parties hereby agree that the term of the agreement as defined in 13.1 Term, is amended to extend the contract for one year, terminating on February 15,2011.

D.

Effective as of the date this First Amendment is fully executed by the parties, Exhibit B (1) of the Agreement is hereby amended by deleting such exhibit in its entirety and replacing it with the fol­ lowing:

EXHIBIT B (1)

Full-Service Commissions

Company shall pay commissions at a rate of twenty-eight percent (28%) for the following Prod­ ucts. Product 12 oz. carbonated (excluding Enviga) 20 oz. bottles (carbonated/Nestea 20 oz. Dasani 20 oz. Minute Maid Juices 20 oz. Minute Maid Refreshment 16 oz. Full Throttle

Vend Price

$0.75 $1.25 $1.25 $1.25 $1.25 $2.25

Commissions are paid based upon cash collected, after deducting taxes, deposits, recycling fees, other government-mandated fees, communication charges and credit and debit card fees, if any. Commissions shall not be payable on any sales from vending machines not filled or serviced ex­ clusively by Company. Company may adjust the vend prices as necessary to reflect changes in its costs, including cost of goods. Commissions will be paid each month following the month in which they are earned, with an accounting of all sales and monies in a form reasonably satisfac­ tory to the TAMU-CC, and shall become immediate property of TAMU-CC.

E.

Except as modified herein, aiL other terms and conditions of the Agreement shall remain in full force and effect. In the event -bf a conflict betWeen this First Amendment and the Agreement, this First Amendment shall control. Each party represents, warrants and covenants to the other as follows: '

1.

Authority. It has full power and authority to enter into this First Amendment and to grant and convey the rights set forth herein.

2.

Binding Obligation. All necessary approvals for the execution, delivery and performance of this First Amendment by it have been obtained, and this First Amendment has been duly executed and delivered by it and constitutes the legal and binding obligation of it en­ forceable in accordance with its terms.

IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be duly exe­ cuted as of the date first above written.

company~ By:

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TAMU-CC:

BY:_ _

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Printed Name: Bobby Skloss

Printed Name: Robert Lovitt

Title: Director, MU On-Premise

Title: Executive Vice President Finance & Admin.

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Date: _ _

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