Exhibit 10.3
 
 
  
   1
 1.
    
    The Company will continue to exercise good faith and fair dealing in its relationship with
Consolidated under the Contracts. In this regard, the Company acknowledges that the exercise
of its rights under the Contracts will require consideration, as appropriate to each
particular situation, of such criteria as: (i) the performance of Consolidated as bottlers
relative to that of other comparable Coca-Cola bottlers who are parties to similar contracts;
(ii) the nature of the competition and the identity of and resources of the major competitors
within the respective Territories of Consolidated, as well as the competitive activity in
those Territories; (iii) the price trends of the Concentrate or Syrup sold by the Company to
Consolidated relative to other competitive factors and market conditions in the Territories,
including Consolidateds prices to retailers for Beverages; (iv) such other criteria as shall
in the reasonable opinion of the Company be relevant and material to the exercise by the
Company of its rights under the Contracts; provided, however, that it is understood that while
these criteria are to be considered in the exercise of good faith and
 
 1
    
    Except with respect to paragraph 6 below, for
purposes of this Agreement, the term Consolidated shall include Consolidated
Coca-Cola Bottling Co. Inc. and its direct and indirect controlled subsidiaries
existing at any time during the term of this Agreement which are engaged in the
production or sale of beverages pursuant to Contracts with the Company.




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fair dealing, the Companys exercise of its rights under the Contracts shall not be limited
or mandated by any one or more of such criteria by themselves, and that the Company is free
to exercise its rights in accordance with its reasonable business judgment in view of all
relevant factors, including the Companys situation, so long as such exercise is consistent
with good faith and fair dealing.2.
    
    The Company intends to offer to Consolidated marketing support and also intends to exercise
its rights under the Contracts, in a manner which is consistent with, and no more burdensome
than, as to any other comparable bottler which is a party to similar contracts. In assessing
the performance of Consolidated under the Contracts, the Company intends to use fair and
reasonable criteria which will include the performance of bottlers of similar size, who are
parties to similar contracts and who operate under similar conditions. However, with respect
to this paragraph, since the Companys relationships with its bottlers are significantly
affected by conditions in each bottlers territory, such as each bottlers performance and
competitive marketing conditions, the Company cannot make a binding contractual commitment to
treat any particular bottler in the same, or equivalent, fashion as any other bottler.3.
    
    The Company agrees that in the event the Company enters into a written amendment to similar
contracts (including any amendment to such contracts with respect to the home market) between
the Company and any other bottler of Beverages in a territory in the United States (other than
an agreement relating to transfer such as that described in paragraph 6 below), the Company
will offer such amendment in its entirety to Consolidated on the same terms and conditions as
exist in the written amendment between the Company and such other bottler. The parties agree
that a written amendment to such similar contracts or the Home Market Amendment shall be
deemed to exist only in the event that the Company and another bottler expressly amend in
writing a material, substantive term or condition of those contracts or the Home Market
Amendment; and no such written amendment shall be deemed to exist by virtue of any action,
inaction or course of dealing undertaken by the Company with respect to marketing, planning,
quality control or other matters which are contemplated by the terms and conditions of those
Contracts and the Home Market Amendment as in existence on the date of this letter.4.
    
    The attached form of Home Market Amendment shall be immediately executed by both parties,
thereby amending the Contracts.5.
    
    The Company agrees that with respect to Concentrates or Syrups sold to Consolidated with
respect to territories in the U.S. under the Contracts and the Home Market Amendment, the
prices of such Concentrates or Syrups established and revised by the Company from time to time
under the Contracts shall not be greater than the prices established and revised by the
Company from time to time under similar contractual provisions of sale of the same
Concentrates or Syrups to any other bottler with respect to territories in the U.S. which is a
party to both similar contracts and the Home Market Amendment, including those which are
majority-owned by Coca-Cola Enterprises; provided, however, that it is understood that this
provision shall not prohibit minor or




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localized pricing differences which do not have a material impact on Consolidated, pricing
differences which exist for less than thirty days, or pricing differences which address the
needs of particular bottlers to meet specific situations.For purposes of this letter, the prices of Syrups or Concentrates sold to bottlers shall
mean only the list prices established and revised by the Company pursuant to paragraph 14(a)
(or similar provisions) of the contracts between the Company and the bottlers which are
parties to such contracts, without regard to marketing or other expenditures, or
nonfinancial support by the Company to, or on behalf of, such bottlers.6.
    
    As applied solely to Coca-Cola Bottling Co. Consolidated, the Company hereby waives the right
under paragraph 26 of the Contract between Coca-Cola Bottling Co. Consolidated and the Company
that would otherwise exist upon the occurrence of the event of default defined in subparagraph
26(a)(iii) of such Contract.Except as expressly set forth in this paragraph 6 as applied solely to Coca-Cola Bottling
Co. Consolidated, the Company expressly reserves and does not waive any and all rights of
the Company under the Contract.7.
    
    The provisions in the Contracts to the effect that the Contracts encompass all agreements
between the parties and supersede all prior agreements shall not have any effect on the
validity and continuance of the provisions of this Agreement, which shall have the same term
as the Contracts.8.
    
    As used herein, similar contracts shall mean contracts which contain substantially the same
terms and are in substantially the same form as the Contracts.9.
    
    The Contracts are not intended to apply to sales of fountain or post-mix syrup or to
Consolidateds marketing of such syrup.10.
    
    This Agreement shall be binding upon the successors, if any, of the Company or Consolidated.11.
    
    Company and Consolidated agree that the contents of this Agreement are confidential and that
neither party may discuss or disclose any of the provisions herein without the express written
permission of the other party.
   THE COCA-COLA COMPANYBy:
    
    /s/ Charles L. WallaceTitle:
    
    Vice President




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Coca-Cola Bottling Co. Consolidated,on behalf of itself and its direct andindirect controlled subsidiariesBy:
    
    /s/ James L. MooreTitle:
    
    President




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FORM OF HOME MARKET AMENDMENT
  (Bottler);
   Definitions
 Home Market Syrup
 Home Market
 Total Bottler Syrup Gallons
 Unauthorized Home Market Syrup
 Fountain Home Delivery Syrup




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Weighted Average Fountain Concentrate Price
 (a)
    
    With respect to each Beverage, multiply (A) the number of
gallons of fountain syrup (and equivalent gallons of concentrate and beverage
base to produce fountain syrup) sold by the Company during such calendar
quarter by (B) the lowest fountain concentrate price published by the Company
for fountain wholesalers effective during such quarter (net of all discounts,
allowances, fees and other generally available adjustments, except volume
discounts);(b)
    
    Add together all of the arithmetic products of the foregoing
computations;(c)
    
    Divide the foregoing sum by the total number of gallons of
fountain syrup (and equivalent gallons of concentrate and beverage base to
produce fountain syrup) for all Beverages sold by the Company during such
quarter.
 Independent First Line Master Bottler
 General Statement of Relationship; Home Market Syrup
  2




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Reservation of Rights
 Covenants
 Unauthorized Bottling
 Sales of Home Market Syrup
 Unauthorized Fountain Sales
 Home Delivery
 Royalty Payments
 General Provision
 Commercially Significant Amount; Royalty Rate
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Determination of Total Royalty Gallons
 (a)
    
    Only one Royalty Study shall be performed with respect to any quarter;(b)
    
    The person that performs the Royalty Study shall be mutually agreeable to the
Bottler and the Company;(c)
    
    The costs and expenses incurred with respect to a Royalty Study (including the
fees of the person performing the study) shall be paid by the Company if the Royalty
Study determines that a Commercially Significant Amount of Total Royalty Gallons was
sold in the Territory during the quarter In question, but such costs and expenses shall
be paid by the Bottler for any Royalty Study that determines that the Total Royalty
Gallons were less than a Commercially Significant Amount.(d)
    
    The Company shall pay the Royalty Amount, if any, due with respect to any
calendar quarter not later than 15 days after the completion of a Royalty Study that
establishes the Total Royalty Gallons upon which the Royalty Amount is based, or if no
Royalty Study has been demanded for the quarter In question, not later than 30 days
after the end of that quarter. The Companys payment of any Royalty Amount that may
become due shall be accompanied by a certificate
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executed by the Chief Financial Officer of Coca-Cola USA certifying that the Royalty
Amount has been computed in accordance with the Royalty Study and this Paragraph 4;
and(e)
    
    The Company shall never owe any Royalty Amount unless Total Royalty Gallons
exceed a Commercially Significant Amount. For any quarter in which Total Royalty
Gallons exceed a Commercially Significant Amount, the Company shall pay Royalty Amount
based upon the entire amount of Total Royalty Gallons.
 Exceptions to Royalty Payments
 (a)
    
    Bottler shall cease being the exclusive seller of Home Market Syrup in the
Territory, or(b)
    
    The exclusivity granted to Bottler pursuant to this Home Market Amendment is
finally determined not to be legally enforceable.
 National Maximum Royalty
 Exclusive Remedy
 Packages
 5.1.
    
    Authorized Containers for Home Market Syrup. The Company will, from time to
time, in its discretion, approve containers of certain types, sizes, shapes and other
distinguishing characteristics for the packaging of Home Market Syrup. Such containers
approved by the Company for Home Market Syrup will be separately identified on the
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list of Authorized Containers provided by the Company to the Bottler under Paragraph 2
of the Master Bottle Contract and shall be deemed to be Authorized Containers under the
Master Bottler Contract, except that Bottler shall be authorized to fill such containers
only with Home Market Syrup.6.
    
    Performance: Home Market Syrup.6.1. Standard. The Bottler shall be free to determine how to supply the demand for
soft drink beverages in its territory, including the demand created by making Home Market
Syrup available, so long as the obligations of the Bottler relating to the marketing of the
Beverages, financial capacity and planning are satisfied in accordance with Article VI of
the Master Bottle Contract.
 6.1.1.
    
    Bottler also agrees to cooperate in good faith with the
Company in programs designed to service the needs of customers
whose operations are located in more than one bottler territory.
The intent of this provision is to ensure reasonable levels of
program consistency while recognizing Bottlers right to set
prices and terms to its customers.
 6.1.2.
    
    Bottler shall invest in plant and equipment, and keep such
plant and equipment in a condition to meet satisfactorily the
demand for Home Market Syrup in the Territory, and shall
increase such investment as the demand for Home Market Syrup may
require, all in accordance with the obligations of the Bottler
under Article IV of the Master Bottle Contract.
 No Third Party Beneficiary
 Effectiveness
  THE COCA-COLA COMPANY
Coca-Cola USA DivisionBy:Title: 6




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BottlerBy:Title: 7




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ATTACHMENT A
 Royalty Study
  1.
    
    A representative panel of no less than 300 households and no more than 500 households that
purchase soft drinks for use at home will be selected within the Territory.2.
    
    Data collected from these households will include:
 -
    
    Soft drink brands purchased-
    
    Soft drink package sizes purchased-
    
    Soft drink package types purchased-
    
    Locations of soft drink purchases including home delivery of fountain products-
    
    Quantity of soft drinks purchased-
    
    Demographics
 3.
    
    At least six weeks will be necessary for study completion. This consists of approximately
two weeks to assemble the panel, two weeks for data collection, one week for tabulation and
one week for analysis.4.
    
    Households will record the sources from which soft drinks enter the home and the amount of
volume purchased from each source. This will provide a measure of total soft drink purchases
for use at home. Package and source of purchase data will be used to quantify the components
of syrup volume identifiable as: (i) Unauthorized Home Market Syrup and Fountain Home
Delivery Syrup (the combined amount being Total Royalty Gallons); and (ii) Total Bottler
Syrup Gallons as defined in Paragraph 1.3.5.
    
    To conclude that Total Royalty Gallons is greater than three percent (3%) of Total Bottler
Syrup Gallons, the data must demonstrate that Total Royalty Gallons exceeds three percent (3%)
of Total Bottler Syrup Gallons at the .95 level of statistical significance.6.
    
    The Royalty Study will be conducted by an independent market research firm that is agreeable to
the Bottler and the Company. The Company shall propose a market research firm to conduct the
Royalty Study, subject to the approval of the Bottler.