Exhibit 10.5
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED
ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.
Form EPB First Line and Sub-Bottling
EXECUTION VERSION
Comprehensive Beverage Agreement
between
The Coca-Cola Company,
Coca-Cola Refreshments USA, Inc.,
and
Coca-Cola Bottling Co. Consolidated
TABLE OF CONTENTS
1.
RECITALS
1
2.
DEFINITIONS
2
3.
AUTHORIZATIONS FOR BOTTLER TO MARKET, PROMOTE, DISTRIBUTE AND SELL COVERED
BEVERAGES AND RELATED PRODUCTS IN THE FIRST-LINE TERRITORY AND SUB-BOTTLING
TERRITORY
9
4.
ALTERNATE ROUTES TO MARKET
11
5.
COMPANY AND BOTTLER RIGHTS AND OBLIGATIONS REGARDING THE TRADEMARKS
12
6.
PRE-EXISTING COMMITMENTS
13
7.
NEW BEVERAGE PRODUCTS
13
8.
MULTIPLE ROUTE TO MARKET BEVERAGES AND MULTIPLE ROUTE TO MARKET RELATED PRODUCTS
15
9.
REFORMULATION, DISCONTINUATION AND TRANSFER OF COVERED BEVERAGES AND RELATED
PRODUCTS
15
10.
TERRITORIAL LIMITATIONS AND TRANSSHIPPING
18
11.
ADDITIONAL TERRITORIES
20
12.
EFFECT OF NEW OR AMENDED AUTHORIZATION AGREEMENTS WITH OTHER EXPANDING
PARTICIPATING BOTTLERS
20
13.
OBLIGATIONS OF BOTTLER AS TO OTHER BEVERAGE PRODUCTS AND OTHER BUSINESS
ACTIVITIES
21
14.
OBLIGATIONS OF BOTTLER RELATIVE TO MARKETING, PROMOTION, DISTRIBUTION, SALES,
SYSTEM GOVERNANCE, PURCHASING, MANAGEMENT, REPORTING AND PLANNING ACTIVITIES
23
15.
PRODUCT QUALITY AND STORAGE, HANDLING AND RECALL OF THE COVERED BEVERAGES AND
RELATED PRODUCTS
27
16.
PRICING AND OTHER CONDITIONS OF PURCHASE AND SALE
28
17.
OWNERSHIP AND CONTROL OF BOTTLER
29
18.
TERM OF AGREEMENT
30
19.
COMMERCIAL IMPRACTICABILITY
31
20.
FORCE MAJEURE
32
21.
TERMINATION FOR DEFINED EVENTS
33
22.
DEFICIENCY TERMINATION
34
23.
BOTTLER RIGHT TO CURE
34
24.
BOTTLER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO SALE OF ITS BUSINESS
36
25.
COMPENSATION TO BOTTLER ON TERMINATION FOR COMMERCIAL IMPRACTICABILITY UNDER
SECTION 19.2.2, FORCE MAJEURE UNDER SECTION , DEFINED EVENTS UNDER
SECTION 21 OR DEFICIENCY TERMINATION UNDER SECTION 22
41
26.
VALUATION
42
27.
POST-EXPIRATION AND POST-TERMINATION OBLIGATIONS
43
28.
COMPANY'S RIGHT OF ASSIGNMENT
43
29.
LITIGATION
44
30.
INDEMNIFICATION
44
31.
BOTTLER'S INSURANCE
45
32.
LIMITATION ON BOTTLER REPRESENTATIONS OR DISCLOSURES REGARDING COVERED BEVERAGES
OR RELATED PRODUCTS
45
33.
INCIDENT MANAGEMENT
45
34.
SEVERABILITY
46
35.
AMENDMENT AND RESTATEMENT OF CERTAIN PRIOR CONTRACTS, MERGER, AND REQUIREMENTS
FOR MODIFICATION
46
36.
NO WAIVER
46
37.
NATURE OF AGREEMENT AND RELATIONSHIP OF THE PARTIES
46
38.
HEADINGS AND OTHER MATTERS
47
39.
EXECUTION IN MULTIPLE COUNTERPARTS
47
40.
NOTICE AND ACKNOWLEDGEMENT
47
41.
CHOICE OF LAW AND VENUE
50
42.
CONFIDENTIALITY
50
43.
ACTIVE AND COMPLETE ARMS LENGTH NEGOTIATIONS
52
44.
RESERVATION OF RIGHTS
52
ii
TABLE OF EXHIBITS
Exhibit
Title
Exhibit References by Section
A
Covered Beverages and Multiple Route to Market Beverages
1.1
1.5
2.13
2.28
2.30
7.1.1
9.2.2
9.6.2
B
Trademarks
1.2
2.44
7.1.1
7.1.2
C-1
First-Line Territory
1.3
2.20
2.41
11.1
C-2
Sub-Bottling Territory
1.5
2.40
2.41
11.2
25.4.1
D
Preexisting Contracts
1.4
35.1.1
E
Finished Goods Supply Agreement
2.18
F
Related Products and Multiple Route to Market Related Products
1.5
2.29