Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 21, 2024 (the “Effective Date”), is by and among Coca-Cola Consolidated, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), U.S. Bank Trust Company, National Association, a national banking association (as successor in interest to U.S. Bank National Association) (the “Prior Trustee”), and Truist Bank, a North Carolina banking corporation (the “Successor Trustee”). Capitalized terms used in this Supplemental Indenture and not defined herein shall have the respective meanings given such terms in the Original Indenture.
WITNESSETH:
WHEREAS, pursuant to the indenture dated as of December 15, 2020, between the Company and the Prior Trustee (as amended, revised, supplemented or otherwise modified prior to the date hereof, the “Original Indenture” and, as modified by this Supplemental Indenture, the “Indenture”), the Company may from time to time issue and sell Debt Securities (as defined in the Original Indenture) in one or more series;
WHEREAS, the Prior Trustee has been appointed as Trustee, Debt Security registrar (in such capacity, “Registrar”) and paying agent for all series of Debt Securities (in such capacity, “Paying Agent”) under the Original Indenture;
WHEREAS, as of the date hereof, there are no Debt Securities outstanding under the Original Indenture;
WHEREAS, Section 8.10 of the Original Indenture provides that the Trustee may at any time resign by giving written notice of such resignation to the Company, and the Company shall upon receiving such notice of resignation promptly appoint a successor trustee by written instrument;
WHEREAS, the Prior Trustee has agreed to resign as Trustee, Registrar, Paying Agent and any other capacity named under the Indenture; the Company wishes to accept such resignation and appoint the Successor Trustee to succeed the Prior Trustee as Trustee, Registrar, Paying Agent and in any other capacity for which the Prior Trustee was named under the Indenture; and the Successor Trustee wishes to accept appointment in these capacities under the Indenture;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. The Prior Trustee hereby resigns as Trustee, Registrar, Paying Agent and any other capacity named under the Indenture and hereby assigns, transfers, delivers and confirms to the Successor Trustee, and the Successor Trustee hereby accepts, its appointment as successor Trustee under the Indenture and accepts the rights, powers, trusts, duties and obligations of the Prior Trustee as Trustee under the Indenture, upon the terms and conditions set forth therein, with like effect as if originally named as Trustee under the Original Indenture.
2. The Company hereby accepts the resignation of the Prior Trustee and, all conditions relating to the appointment of Successor Trustee as the Trustee under the Indenture having been met, hereby appoints the Successor Trustee as Trustee under the Indenture with like effect as if originally named as Trustee in the Indenture. The Company also appoints the Successor Trustee as Paying Agent, Security Registrar, and any other capacity named under the Indenture.
