Exhibit
10.20


 


 


SUPPLY AGREEMENT


 


 


By and Between


 


 


ROCKY MOUNTAIN BOTTLE COMPANY, L.L.C.


 


 


and


 


 


COORS BREWING COMPANY


 


 


Effective Date: 
August 1, 2003


 

















 


SUPPLY AGREEMENT


 


CONTENTS


 


	
  ARTICLE 1.

  	
  TERM

  
	
   

  	
   

  
	
  ARTICLE 2.

  	
  SUPPLIER
  PRODUCT OBLIGATIONS

  
	
   

  	
   

  
	
   

  	
  2.1

  	
  Product
  Specifications.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  New Products.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  Product Delivery
  and Sourcing.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.4

  	
  Alternate
  Sourcing.

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  COORS
  PRODUCT OBLIGATIONS

  
	
   

  	
   

  
	
   

  	
  3.1

  	
  Product Volume.

  
	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  COORS
  Volume Authorization.

  
	
   

  	
   

  	
   

  
	
   

  	
  3.3

  	
  COORS
  Failure to Purchase Calculated Plant Capacity.

  
	
   

  	
   

  	
   

  
	
   

  	
  3.4

  	
  Estimates.

  
	
   

  	
   

  	
   

  
	
   

  	
  3.5

  	
  Product
  Inventory.

  
	
   

  	
   

  	
   

  
	
   

  	
  3.6

  	
  [*****]

  
	
   

  	
   

  
	
  ARTICLE 4.

  	
  REPRESENTATIONS,
  WARRANTIES AND COVENANTS

  
	
   

  	
   

  
	
  Article 5.

  	
  QUALITY
  AND SERVICE

  
	
   

  	
   

  
	
  ARTICLE 6.

  	
  CONSIDERATION

  
	
   

  	
   

  
	
   

  	
  6.1

  	
  Contract Price.

  
	
   

  	
   

  	
   

  
	
   

  	
  6.2

  	
  Payment Terms and
  Invoices.

  
	
   

  	
   

  	
   

  
	
   

  	
  6.3

  	
  Agreement
  Binding on Subcontractors.

  
	
   

  	
   

  	
   

  
	
   

  	
  6.4

  	
  [*****]

  
						



 


ii

















 


	
  ARTICLE 7.

  	
  COMPLIANCE

  
	
   

  	
   

  
	
   

  	
  7.1

  	
  Government
  Regulations.

  
	
   

  	
   

  	
   

  
	
   

  	
  7.2

  	
  General
  Laws and Permits.

  
	
   

  	
   

  	
   

  
	
   

  	
  7.3

  	
  Diverse
  Suppliers (Minority or Women-Owned Business Enterprises).

  
	
   

  	
   

  	
   

  
	
   

  	
  7.4

  	
  WHAM Training.

  
	
   

  	
   

  
	
  ARTICLE 8.

  	
  INTELLECTUAL
  PROPERTY

  
	
   

  	
   

  
	
   

  	
  8.1

  	
  Technology
  Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.2

  	
  Product Design.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.3

  	
  COORS
  Property.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.4

  	
  SUPPLIER
  Property.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.5

  	
  Return
  of Documents and Things.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.6

  	
  No
  Reservation of Rights.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.7

  	
  Overruns and
  Second-Quality Goods.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.8

  	
  Definitions.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.9

  	
  Covenant of
  Confidentiality.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.10

  	
  Exclusions.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.11

  	
  Breach of
  Confidentiality.

  
	
   

  	
   

  
	
  ARTICLE 9.

  	
  INSURANCE

  
	
   

  	
   

  
	
  ARTICLE 10.

  	
  BREACH,
  FORCE MAJEURE, REMEDIES AND TERMINATION

  
	
   

  	
   

  
	
   

  	
  10.1

  	
  Breach.

  
	
   

  	
   

  	
   

  
	
   

  	
  10.2

  	
  Force Majeure.

  
	
   

  	
   

  	
   

  
	
   

  	
  10.3

  	
  Remedies.

  
					



 


iii

















 


	
   

  	
  10.4

  	
  Termination.

  
	
   

  	
   

  	
   

  
	
   

  	
  10.5

  	
  [*****]

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
  DISPUTE
  RESOLUTION PROCEDURES

  
	
   

  	
   

  
	
   

  	
  11.1

  	
  Negotiation.

  
	
   

  	
   

  	
   

  
	
   

  	
  11.2

  	
  Mediation.

  
	
   

  	
   

  	
   

  
	
   

  	
  11.3

  	
  Submission to
  Arbitration.

  
	
   

  	
   

  	
   

  
	
   

  	
  11.4

  	
  The Federal
  Arbitration Act Applies.

  
	
   

  	
   

  	
   

  
	
   

  	
  11.5

  	
  Selection
  of Arbitrator(s).

  
	
   

  	
   

  	
   

  
	
   

  	
  11.6

  	
  Discovery In
  Arbitration.

  
	
   

  	
   

  	
   

  
	
   

  	
  11.7

  	
  The
  Arbitration Award.

  
	
   

  	
   

  	
   

  
	
   

  	
  11.8

  	
  [*****]

  
	
   

  	
   

  	
   

  
	
   

  	
  11.9

  	
  Confidentiality.

  
	
   

  	
   

  
	
  ARTICLE 12.

  	
  NOTICES

  
	
   

  	
   

  
	
  ARTICLE 13.

  	
  MISCELLANEOUS

  
	
   

  	
   

  
	
   

  	
  13.1

  	
  Authority.

  
	
   

  	
   

  	
   

  
	
   

  	
  13.2

  	
  Survival.

  
	
   

  	
   

  	
   

  
	
   

  	
  13.3

  	
  Enforceability.

  
	
   

  	
   

  	
   

  
	
   

  	
  13.4

  	
  Amendments.

  
	
   

  	
   

  	
   

  
	
   

  	
  13.5

  	
  Assignment.

  
	
   

  	
   

  	
   

  
	
   

  	
  13.6

  	
  Severability.

  
	
   

  	
   

  	
   

  
	
   

  	
  13.7

  	
  Complete Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
  13.8

  	
  Counterparts.

  
	
   

  	
   

  	
   

  
	
   

  	
  13.9

  	
  Headings.

  
					



 


iv

















 


	
   

  	
  13.10

  	
  Jurisdiction
  And Venue; Choice Of Law.

  



 


v

















 


SUPPLY
AGREEMENT


 


This Supply Agreement (“Agreement”) is made effective as of
August 1, 2003, (the “Effective Date”) by and between ROCKY MOUNTAIN
BOTTLE COMPANY, LLC, a Colorado limited liability company (“SUPPLIER”), and
COORS BREWING COMPANY, a Colorado corporation (“COORS”); COORS and SUPPLIER may
sometimes be referred to individually as a “Party” or collectively as the
“Parties”.


 


NOW, THEREFORE, in consideration of the premises, the mutual promises,
and the representations, warranties and covenants herein contained, the
sufficiency of which is hereby mutually acknowledged, the Parties agree as
follows:


 


ARTICLE 1.  TERM


 


This Agreement shall be effective as of the Effective Date and shall
remain in effect [*****]


 


ARTICLE 2.  SUPPLIER PRODUCT OBLIGATIONS


 


2.1                               Product Specifications.


SUPPLIER agrees to sell to COORS and COORS agrees to purchase from
SUPPLIER, the products described on Exhibit A attached hereto (the “Products”)
conforming to the specifications described on Exhibit B attached hereto
(the “Specifications”).  Products
include those glass beverage containers that substitute for or replace the
Products described on Exhibit A. 
For Specification changes requested by COORS for Products, COORS and
SUPPLIER shall agree on the implementation of such changes,[*****] due to the Specification
change.  Subject to the limitations set
forth in Section 3.6, in the event of a Specification change or
modification, COORS shall purchase and pay for, at the then-effective Contract
Price, all the Products manufactured to the previous Specifications.


 


2.2                               New Products.


[*****]. If the
Parties agree to add any New Products, Exhibits A, B and C shall be amended in
writing accordingly.


 


 


6

















 


2.3                               Product
Delivery and Sourcing.


SUPPLIER agrees to deliver, or cause to be delivered, the Products to
COORS at designated destinations as identified on Exhibit A.  [*****]


 


2.4                               Alternate Sourcing.


[*****]


 


ARTICLE 3.  COORS PRODUCT OBLIGATIONS


 


3.1                               Product
Volume.


Commencing on the Effective Date, SUPPLIER shall sell to COORS and
COORS shall purchase from SUPPLIER in each calendar year, [*****], which shall be calculated as set
forth on Exhibit
E.


 


3.2                               COORS
Volume Authorization.


COORS authorizes SUPPLIER to maintain [*****]
of Products to meet COORS’ forecasts (“Authorized Inventory Levels”).  [*****]


 


3.3                               COORS Failure to Purchase [*****].


COORS is obligated to purchase [*****]  [*****]


 


7

















 


[*****]


 


3.4                               Estimates.


On approximately [*****],
COORS shall provide SUPPLIER with COORS’ best estimate of COORS’ anticipated
requirements for Products during the immediately [*****]


 


3.5                               Product
Inventory.


SUPPLIER is expected to maintain a sufficient inventory of Products to
meet COORS’ requirements in the COORS [*****]
that COORS will provide to SUPPLIER [*****]


 


3.6                               [*****]


 


 


8

















 


[*****]


 


ARTICLE 4.  REPRESENTATIONS, WARRANTIES AND COVENANTS


 


SUPPLIER hereby agrees, represents and warrants to COORS that:


 


4.1           SUPPLIER
shall furnish Products that:  (a) are
free from defects in workmanship and materials, (b) conform to the
Specifications, (c) conform in quality and (d) will be fit for the purpose for
which they are intended (i.e. that they shall be commercially acceptable
containers for COORS’ products);


 


4.2           SUPPLIER
shall convey good title to the Products and that the Products shall be
delivered free of any lien or encumbrance;


 


4.3           The
Products delivered hereunder shall be free of any chemical or residues of
chemicals in excess of the permissible tolerance, if any, under any law or
regulation of the Environmental Protection Agency (EPA), the Federal Food &
Drug Administration (FDA), the U.S. Department of Agriculture (USDA), or any
other local, state or federal governmental body having jurisdiction over
packaging materials for foods and beverages for human consumption and that the
Products delivered hereunder shall be free of all materials, substances or
chemicals for which no tolerances have been established or permitted; and


 


4.4           [*****]


 


Article 5.  QUALITY AND SERVICE


 


5.1           SUPPLIER
shall comply with the service and quality performance requirements as specified
on Exhibits
F and G attached hereto (“Service Requirements”) for SUPPLIER
performance ratings.  [*****]


 


5.2           If
SUPPLIER identifies Products that do not meet the requirements in
Section 4.1 during its manufacturing process, SUPPLIER shall not ship such
Products to COORS, [*****]


 


5.3           SUPPLIER
shall not deliver any Products that have been previously returned as not being
in conformance with Section 4.1  [*****]


 


9

















 


 [*****] COORS reserves the right to reject Products if the
Products fail to comply with Section 4.1.


 


ARTICLE 6.  CONSIDERATION


 


6.1                               Contract Price.


COORS shall pay to SUPPLIER a sum of money determined in accordance
with the schedule attached hereto as Exhibit C1 (the “Contract Price”). [*****]


 


6.2                               Payment Terms and Invoices.


[*****] Statements
shall be mailed to:  Coors Brewing
Company, Disbursements Department, PO Box 889, CE346, Golden, CO 80402-0889.


 


6.3                               Agreement Binding on Subcontractors.


Any SUPPLIER subcontractors for the manufacture of Products under this
Agreement shall agree to be bound by all applicable provisions of this
Agreement.  SUPPLIER shall ensure that
any approved agent, representative, assign or subcontractor has executed an
appropriate agreement prior to the commencement of work.


 


6.4                               [*****]


[*****]


 


10

















 


ARTICLE 7.  COMPLIANCE


 


7.1                               Government Regulations.


Unless otherwise exempt and to the extent applicable:


 


(a)           the
clauses required to be incorporated into government contracts under 41 C.F.R.
Sections 60-1.4, 60-250.5(a), 60-741.5(a), 48 C.F.R. 22.810, 48 C.F.R. 22.1308,
and 48 C.F.R. 22.1408 are incorporated into this Agreement by reference.


 


(b)           SUPPLIER
shall comply with all requirements of (i) Executive Order 11246, as
amended, and the regulations issued thereunder, (ii) the requirements of
Section 503 of the Rehabilitation Act of 1973 as amended, and the regulations
issued thereunder, (iii) the requirements of Section 503 of the
Vietnam Era Veterans’ Readjustment Assistance Act of 1972, as amended, 38
U.S.C.§ 4212, Executive Order 11702, and all regulations thereunder,
(iv) the reporting requirements set forth in 61 C.F.R. 61-250.10 of the
Americans with Disabilities Act of 1990, 42 U.S.C. § 12112; and
(v) the requirements of 41 C.F.R. Chapter 60.


 


With respect to (v) above, SUPPLIER certifies that if it has fifty (50)
or more employees and if it anticipates sales to COORS in connection with
government contracts of $50,000 or greater, it will develop a written
affirmative action compliance program for each of its establishments consistent
with the rules and regulations by the Department of Labor at 41 C.F.R. Chapter
60.


 


7.2          General
Laws and Permits.  With respect to this
Agreement, SUPPLIER shall (i) comply with any and all applicable federal,
state, local or agency laws, regulations, rules, ordinances or other
directives, and (ii) obtain all releases, licenses, permits or other
authorizations required by any governmental body or authority.


 


7.3                               Diverse Suppliers (Minority or Women-Owned Business
Enterprises).


When and if SUPPLIER uses suppliers, including contractors and
subcontractors, to supply goods and services for COORS’ benefit under this
Agreement, SUPPLIER [*****], if
such suppliers are both qualified and competitive.  At any time, COORS may [*****],
consistent with COORS’ diversity goals. 
A diverse supplier is a for-profit enterprise located in the United States
or its trust territories, which is controlled, operated and 51 percent owned by
a minority member or woman.  Minority
members are individuals who are African American, Hispanic American, Native
American, Asian-Pacific American and Asian-Indian American.  SUPPLIER will report [*****] on diverse suppliers on the form
attached hereto as


 


11

















 


Exhibit H
each quarter, and report [*****]
at the end of each calendar year.


 


7.4                               WHAM Training.


Upon COORS’ request, SUPPLIER shall require all employees of SUPPLIER
and its subcontractors to attend a Workplace Hazard and Awareness Management
training seminar (“WHAM”) at such time and place designated by COORS prior to
working at or on any of COORS’ facilities or property.


 


ARTICLE 8.  INTELLECTUAL PROPERTY


 


8.1                               Technology Agreement.


 


[*****]


 


8.2                               Product
Design.


All drawings, sketches, photography, renderings, artwork, aesthetic
design and trade dress features (referred to collectively as “Product Design”)
disclosed by COORS shall be COORS Property. 
[*****]


 


8.3                               COORS Property.


All materials, inventions, know-how, trademarks, information, data,
writings and other property in any form whatsoever, which are provided to
SUPPLIER by or on behalf of COORS or which are used by SUPPLIER with respect to
the performance of its obligations hereunder, and which were owned by COORS
prior to being provided to SUPPLIER shall remain the property of COORS (“COORS
Property”).  SUPPLIER shall have the
right to use [*****] any COORS
Property supplied to it to the extent necessary to enable SUPPLIER to perform
its obligations hereunder, but SUPPLIER shall not acquire any other right,
title or interest in the COORS Property.


 


12

















 


8.4                               SUPPLIER Property.


All materials, inventions, know-how, trademarks, information, data,
writings and other property, in any form whatsoever, which are provided to
COORS by or on behalf of SUPPLIER, or which were owned by SUPPLIER prior to
being provided to COORS, shall remain the property of SUPPLIER (“SUPPLIER
Property”).  Without limiting the
generality of the foregoing, any intellectual property relating to the method,
apparatus, or manufacturing process shall at all times remain SUPPLIER
Property.  COORS shall acquire no right,
title or interest in SUPPLIER Property [*****].


 


8.5                               Return of Documents and Things.


All COORS Confidential Information and COORS Property, made available
to SUPPLIER by COORS or created or developed by SUPPLIER for COORS in
accordance with paragraph 8.2 shall be delivered to COORS upon written request
by COORS or upon the expiration or earlier termination of this Agreement.


 


8.6                               No Reservation of Rights.


SUPPLIER represents that no rights are reserved to SUPPLIER which would
interfere with (a) COORS’ use of Products purchased hereunder or (b) the use of
Product Designs which are COORS Property or COORS Confidential Information
hereunder.


 


8.7                               Overruns and Second-Quality Goods.


Production overruns, second-quality goods, and any Products rejected or
returned by COORS and bearing any of COORS trademarks, trade names, COORS
Confidential Information, or COORS Property shall not be sold, distributed or
used in any manner by SUPPLIER without the prior written consent of COORS.


 


8.8                               Definitions.


For purposes of this Article 8.


 


(a)           “COORS
Confidential Information” includes trade secrets and other confidential and
proprietary information of COORS, including without limitation, COORS’
formulas, techniques, and methods of manufacture and/or operation; product
designs, drawings, specifications, prototypes and samples and results of
research and development, including abandoned projects; intellectual property
rights and Product Design, (as set forth in this Article 8); computer
programs in source code or object code; costs of products; the prices it
obtains or has obtained or at which it sells or has sold its products or
services, including discounts; customer lists, including name, address,
telephone number, customer contact, sales history and product mix; compensation
paid to employees and other terms of employment; specialized equipment used in
its processes; any other information which SUPPLIER may become privy to by
reason of its relationship with COORS; any oral or written information from
COORS involving the foregoing or other written information marked
“confidential”; the terms and


 


13

















 


conditions of this Agreement, the cost of the
Products, all information and work product supplied by COORS to SUPPLIER, and
the Contract Price.


 


(b)           “SUPPLIER
Confidential Information” includes trade secrets and other confidential and
proprietary information of SUPPLIER, including without limitation, SUPPLIER’s
formulas, techniques, and methods of manufacture and/or operation; products
designs, drawings, specifications, prototypes and samples and results of
research and development, including abandoned projects; intellectual property
rights and Product Design, (except as set forth in this Article 8);
computer programs in source code or object code; costs of products; the prices
it obtains or has obtained or at which it sells or has sold its products or
services, including discounts; customer lists, including name, address,
telephone number, customer contact, sales history and product mix; compensation
paid to employees and other terms of employment; specialized equipment used in
its processes; any other information which COORS may become privy to by reason
of its relationship with SUPPLIER; any oral or written information from
SUPPLIER involving the foregoing or other written information marked
“confidential”; the terms and conditions of this Agreement, the cost of the
Products, all information and work product supplied by SUPPLIER to COORS, all
information provided to SUPPLIER by COORS, and the Contract Price.


 


(c) “COORS” in this Article 8 means COORS and its
parents, subsidiaries, divisions, affiliates, subcontractors and each of their
employees, officers and agents.


 


(d)           “SUPPLIER”
in this Article 8 means SUPPLIER and its parents, subsidiaries, divisions,
affiliates, subcontractors and each of their employees, officers and agents.


 


8.9                               Covenant of Confidentiality.


Each Party, and their respective employees, officers, directors,
representatives, subsidiaries, affiliates, assignees, subcontractors and any
and all persons or business entities acting under one or any of them (the
“Disclosees”): (a) shall keep confidential the terms of this Agreement, and (b)
shall treat in confidence and not disclose to others any COORS Confidential
Information or SUPPLIER Confidential Information (as defined here) of the
other, which such Disclosees may have furnished to them by the other Party
hereto or by any third party, or which such Disclosees may have accessed in the
performance of this Agreement.  The
foregoing confidentiality obligation shall not apply to the extent that any
such information is: (i) generally available to the public; (ii) acquired from
a third party rightfully having such information and under no obligation to not
disclose it to the Disclosees, (iii) already lawfully in the Disclosee’s
possession from a source other than the Disclosing Party; (iv) approved by
written authorization by the Disclosing Party for release by the Disclosee; or
(v) developed by a Disclosee independently of any Confidential Information
disclosed to such Party.  [*****]


 


14

















 


[*****]


 


8.10                        Exclusions.


“Confidential Information” shall not include (i) information that is in
the public domain through no act, omission or fault of SUPPLIER, (ii)
Confidential Information that SUPPLIER is required to disclose pursuant to a
court order, provided that SUPPLIER informs COORS of the court order and
assists COORS in taking reasonable steps to seek a protective order or other
appropriate action, and (iii) Confidential Information that SUPPLIER in good
faith believes that SUPPLIER is required by law to disclose; provided, SUPPLIER
shall first notify COORS of such good faith belief in writing and shall not
make any such disclosure if COORS provides SUPPLIER with an opinion prepared by
independent counsel for COORS that disclosure is not required by law [*****]


 


8.11                        Breach of Confidentiality.


SUPPLIER acknowledges and agrees that its breach, or alleged breach, of
this Article 8 relating to COORS Confidential Information may result in
irreparable harm to COORS.  [*****] 
Therefore, in the event of a breach, or alleged breach, of the
provisions of this Article 8 by SUPPLIER, [*****]


 


ARTICLE 9.  INSURANCE


 


Insurance requirements specified in Section 6.13 of the Operating
Agreement shall apply, but are not in addition to, this Agreement.  


 


ARTICLE 10.  BREACH, FORCE MAJEURE, REMEDIES AND
TERMINATION


 


10.1                        Breach.


The occurrence of any one or more of the following events shall
constitute an event of default of this Agreement and shall constitute cause for
termination by the other Party:


 


(a)           Failure
by SUPPLIER to observe or perform any of the material obligations, covenants,
conditions, representations or warranties required of SUPPLIER pursuant to this
Agreement, where such failure is not remedied within [*****] after written notice thereof from COORS to SUPPLIER;
or


 


(b)           Failure
by COORS to observe or perform any of the material obligations, covenants,
conditions, representations or warranties required of COORS pursuant to this
Agreement, where such failure is not remedied within [*****] after written notice thereof from SUPPLIER to COORS;
or


 


15

















 


(c)           If
a Party is insolvent, the Party seeks protection from creditors, the Party
makes a general assignment for the benefit of creditors, or a person or entity
commences a proceeding against a Party under any bankruptcy or insolvency
statute seeking the adjudication of that Party as bankrupt or insolvent or the
appointment of a trustee or receiver for all or substantially all of the
Party’s assets, which proceeding remains undismissed or undischarged for  [*****]



 


10.2                        Force Majeure.


(a)           The
Events.  Notwithstanding anything
contained in this Agreement to the contrary, each Party shall be relieved of
its obligation to perform any part of this Agreement to the extent its
performance is prevented or rendered impracticable by events beyond its
reasonable control, which events may include, without limitation, fire, storm,
flood, earthquake, and other Acts of God, and explosion, accident, acts of the
public enemy, riots and other civil disturbances, sabotage, court injunctions
(other than any injunction imposed as a result of the Party’s actual or alleged
breach of any agreement), transportation embargoes, shortages of
materials,  [*****] acts, regulations or other requirements of domestic or
foreign federal, state, county, municipal, or local governments or branches,
subdivisions or agencies thereof (“Force Majeure”), subject to the various
limitations provided in this Section 10.2.


 


(b)           Notice.  Each Party will promptly notify the other
Party of the occurrence of any Force Majeure which may affect its performance
of this Agreement and the anticipated length of the Force Majeure.  [*****]


 


(c)           Rights.


 


[*****]  


 


 


16

















 


[*****]


 


[*****]


 


(d)           Termination
Because of Force Majeure.  [*****]


 


10.3                        Remedies.


(a)           In
addition to any remedies available to COORS as provided herein, [*****]


 


(b)           Upon
the occurrence of an event of default by SUPPLIER, COORS shall have the
following remedies:


 


17

















 


(i)            [*****]


 


(ii)           [*****]


 


(iii)          [*****]


 


(c)           [*****]


 


(d)           Upon
the occurrence of an event of default by COORS, SUPPLIER shall have [*****]


 


(e)           [*****]


 


10.4                        Termination.


[*****]


 


10.5                        [*****]


[*****]


 


18

















 


[*****]


 


ARTICLE 11.  DISPUTE RESOLUTION PROCEDURES


 


11.1                        Negotiation.


In the event of any controversy, claim, question, disagreement or
dispute considered by the RMBC Management Committee established in the
Operating Agreement (collectively the “Dispute”) arising out of or relating to
this Agreement, or the relationship between the Parties, the Parties shall
first use their best efforts to resolve the Dispute through negotiation.  During negotiation, the Parties shall,
without delay, continue to perform their respective obligations under this
Agreement that are not related to the Dispute. 
To invoke the dispute resolution procedures set forth in this Article,
the invoking Party shall give to the other Party written notice of its decision
to negotiate.  The notice shall include
a detailed description of the issues subject to the Dispute and a proposed
resolution thereof.  Within five (5)
business days after the written notice has been received by the other Party,
both Parties shall designate representatives to settle the Dispute.  The designated representatives shall be the chief
corporate executive officers (“CEO”) of their respective corporations or other
individuals holding comparable executive positions with decision-making
authority to settle the Dispute without further ratification by the Parties.  The designated representatives shall consult
and negotiate with each other in good faith and attempt to reach a just and
equitable resolution satisfactory to both Parties within fifteen (15) business
days after the deadline for designation of the representatives.  If those designated representatives do not
timely resolve the Dispute through negotiation, the Dispute may be submitted to
resolution pursuant to Section 11.2.


 


11.2                        Mediation.


If the Dispute is submitted to mediation, the Parties agree that the
mediation will be administered by the American Arbitration Association (“AAA”)
under its Commercial Mediation Rules. 
Mediation shall take place in Denver, Colorado, and any fees and
expenses shall be allocated and paid by the Parties equally.  If the Parties do not resolve the Dispute
through mediation within thirty (30) days from the date the demand is made, the
Dispute shall be submitted to arbitration in accordance with Section 11.3.


 


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11.3                        Submission to Arbitration.


If the Parties do not resolve the Dispute pursuant to Sections 11.1 or
11.2, the Parties hereby agree to submit the Dispute to binding arbitration in
Denver, Colorado, in accordance with the AAA Commercial Arbitration Rules
effective at the time of submission.  This
submission and agreement to arbitrate shall be specifically enforceable in the
U.S. District Court for the District of Colorado or the District Court,
Jefferson County, State of Colorado.  In
the event either Party seeks relief in any court to enforce this Article, that
Party shall be entitled to its reasonable attorneys’ fees and costs incurred
with such enforcement.  Arbitration may
proceed in the absence of either Party if notice of the proceedings has been given
to such Party.


 


11.4                        The Federal Arbitration Act Applies.


This Agreement involves interstate commerce and is subject to the
Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16.  The FAA preempts any inconsistent state or
local law, rule or regulation concerning arbitration.


 


11.5                        Selection of Arbitrator(s).


All Disputes shall be resolved by a single arbitrator unless the amount
in controversy is over $500,000, in which case the Dispute shall be decided by
a panel of three arbitrators.  The
Parties shall exchange one or more lists of neutral arbitrators that they
consider suitable and shall mutually agree upon the arbitrator(s).  If the Parties are unable to reach agreement
on the selection of the arbitrator(s) within fifteen (15) days from the date of
the arbitration demand, the AAA shall choose as many arbitrators as necessary.


 


11.6                        Discovery In Arbitration.


Each Party shall have the same discovery rights as afforded under the
Federal Rules of Civil Procedure during arbitration.


 


11.7                        The Arbitration Award.


The arbitrator(s) shall provide a binding decision with limited
findings of fact, basic conclusions of law and a break down of damages to the
Parties in support of any award or decision the arbitrator(s) make(s).  The prevailing Party, as determined by the
arbitrator(s), shall be entitled to all fees and costs associated with the
arbitration.  Costs and fees mean all
reasonable pre-award expenses of the arbitration, including any arbitrator
fees, administrative fees, out-of-pocket expenses such as copying, court costs,
witness fees, and attorneys’ fees. The Parties agree to abide by all awards
rendered in such proceedings and such awards shall be final and binding on all
Parties.  All awards payable to COORS as
a prevailing Party shall be paid in full within thirty (30) days of the date of
the award order.


 


11.8                        Limitation of Liability.


[*****]


 


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11.9                        Confidentiality.


All proceedings pursuant to this Article shall be
confidential.  Any admission or
statement made pursuant to this Article shall not be admissible or used in
any arbitration or judicial proceeding, except to enforce or vacate the
arbitration award pursuant to Section 11.7.


 


ARTICLE 12.  NOTICES


 


Any notice, demand, consent, election, offer, approval, request,
invoice backup documentation or other communication (collectively, a “notice”)
required under or provided pursuant to this Agreement must be in writing and
either delivered personally, sent by overnight delivery courier, or sent by
certified or registered mail, postage prepaid, return receipt requested to the
person designated below (the “Designated Representative”).  Notice shall be deemed given when received.


 


A notice must be addressed as follows:


 


	
  To SUPPLIER:

  	
   

  	
  Rocky Mountain Bottle Company, LLC

  
	
   

  	
   

  	
  Attention: 
  Vice President and General Manager

  
	
   

  	
   

  	
  10619 West 50th Avenue

  
	
   

  	
   

  	
  Wheat Ridge, CO 
  80033

  
	
   

  	
   

  	
  Telephone number: 303-425-7965

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Owens-Brockway Glass Container Inc.

  
	
   

  	
   

  	
  Attention: 
  Legal Department

  
	
   

  	
   

  	
  One SeaGate

  
	
   

  	
   

  	
  Toledo, OH 
  43666

  
	
   

  	
   

  	
  Telephone number: 419-247-5000

  
	
   

  	
   

  	
   

  
	
  To COORS:

  	
   

  	
  Coors Brewing Company

  
	
   

  	
   

  	
  Coors Designated Representative

  
	
   

  	
   

  	
  Attention:   [*****]  

  
	
   

  	
   

  	
  Manager, Strategic Sourcing

  
	
   

  	
   

  	
  17755 West 32nd Avenue, CE240

  
	
   

  	
   

  	
  Golden, CO 
  80401-0030

  
	
   

  	
   

  	
  Telephone number: 303-277-6181

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Coors Brewing Company

  
	
   

  	
   

  	
  Attention: 
  Assistant General Counsel, Operations

  
	
   

  	
   

  	
  311 Tenth Street, NH335

  
	
   

  	
   

  	
  Golden, CO 
  80401-0030

  
	
   

  	
   

  	
  Telephone number: 303-277-3002

  



 


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ARTICLE 13.  MISCELLANEOUS


 


13.1                        Authority.


Each Party warrants that it has the full authority and power to enter
into and perform under this Agreement and to make all representations,
warranties and grants as set forth herein.


 


13.2                        Survival.


All covenants, indemnities, guarantees, representations, and warranties
by a Party arising prior to or upon the expiration or termination of this
Agreement (whether by completion or earlier termination) shall survive such
expiration.


 


13.3                        Enforceability.


Either Party’s failure in any one or more instances to insist upon
strict performance of any of the terms and conditions of this Agreement or to
exercise any right herein conferred shall not be construed as a waiver or
relinquishment of that right or of that Party’s right to assert or rely upon
the terms and conditions of this Agreement. 
Any express waiver of a term of this Agreement shall not be binding and
effective unless made in writing and properly executed by the waiving Party.


 


13.4                        Amendments.


This Agreement, including Exhibits, may not be amended except in
writing properly executed by both Parties. 
Except as specifically amended, this Agreement shall remain in full
force and effect as written.


 


13.5                        Assignment.


SUPPLIER shall not have the right or power to assign its rights or
delegate its obligations hereunder without the express written consent of
COORS.  Any attempt to do so without
such consent shall be null and void and shall permit COORS the right to cancel
and terminate this Agreement.  In the
event this Agreement is properly assigned, the provisions of this Agreement
shall bind and benefit the Parties hereto and their representatives, successors
and assigns.


 


13.6                        Severability.


Any invalid or unenforceable provision shall be deemed severed from
this Agreement to the extent of its invalidity or unenforceability, and the
remainder of this Agreement shall remain in full force and effect.


 


13.7                        Complete Agreement.


With respect to the subject matter hereof, this Agreement, and all
Exhibits thereto, constitute the complete and exclusive agreement between the
Parties.  It supersedes all prior
written and oral statements, conditions, obligations, representations or
warranties.  In the event of any
inconsistency between this Agreement and any Exhibit, the provisions of this
Agreement shall take precedence.


 


22

















 


13.8        Counterparts.  This Agreement may be executed simultaneously in two or more
counterparts which, when taken together, shall be deemed an original and
constitute one and the same document.  The
signature of any Party to the counterpart shall be deemed a signature to this
Agreement, and may be appended to, any other counterpart.  Facsimile transmission of executed signature
pages shall be sufficient to bind the executing Party.


 


13.9                        Headings.


The headings to the various sections and paragraphs of this Agreement
are solely for the convenience of the Parties, are not part of this Agreement
and shall not be used for the interpretation of the validity of this Agreement
or any provision hereof.


 


13.10                 Jurisdiction And Venue; Choice Of Law.


This Agreement shall be governed by the laws of the state of
Colorado.  Any arbitration or
enforcement of an arbitration award shall be brought in Jefferson County
District Court, State of Colorado or the U.S. District Court for the District
of Colorado, if appropriate, and each Party submits to the exclusive
jurisdiction of said courts and waives the right to change venue. SUPPLIER
further consents to the exercise of personal jurisdiction by any such court
with respect to any such proceeding.


 


IN WITNESS
WHEREOF, the Parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the year and day first written above.


 


	
  ROCKY MOUNTAIN BOTTLE

  COMPANY LLC, a Colorado limited

  liability company

  	
  COORS BREWING COMPANY, a

  Colorado corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Lynn Utter

  	
   Robert K. Caseria

  
	
   

  	
   

  
	
  Title:

  	
  Manager

  	
   

  	
  Title:

  	
  Chief Supply Chain Officer

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
										



 


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*****EXHIBITS A THROUGH H REDACTED


 


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