Exhibit 10.1
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.
EXECUTION VERSION
Initial Regional Manufacturing
Agreement
Entered into by
The Coca-Cola Company,
a Delaware corporation,
and
Coca-Cola Bottling Co. Consolidated,
a Delaware corporation,
with Effective Date of April 29, 2016
TABLE OF CONTENTS
1 RECITALS
1
2 DEFINITIONS
1
3 AUTHORIZATION FOR BOTTLER TO
PURCHASE CONCENTRATES AND TO MANUFACTURE AUTHORIZED COVERED BEVERAGES
3
4 AUTHORIZATION FOR BOTTLER TO SELL AND SUPPLY AUTHORIZED COVERED BEVERAGES
4
5 COMPANY AND BOTTLER RIGHTS AND OBLIGATIONS REGARDING THE TRADEMARKS
5
6 REFORMULATION AND DISCONTINUATION OF THE CONCENTRATES
6
7
TERRITORIAL LIMITATIONS AND TRANSSHIPPING
6
8 [RESERVED.]
6
9
EFFECT OF NEW OR AMENDED MANUFACTURING AGREEMENTS WITH OTHER REGIONAL PRODUCING
BOTTLERS
6
10 OBLIGATIONS OF BOTTLER AS TO MANUFACTURE OF OTHER BEVERAGE
PRODUCTS
7
11 WARRANTIES OF COMPANY RELATING TO MANUFACTURE AND QUALITY
OF THE CONCENTRATE
8
12 OBLIGATIONS AND WARRANTIES OF BOTTLER RELATING
TO MANUFACTURE AND QUALITY OF THE AUTHORIZED COVERED BEVERAGES
8
13
OBLIGATIONS OF COMPANY AND BOTTLER RELATING TO RECALL OF AUTHORIZED COVERED
BEVERAGES
11
14 OBLIGATIONS OF BOTTLER RELATING TO MANUFACTURE OF
AUTHORIZED COVERED BEVERAGES, SYSTEM GOVERNANCE, INVESTMENT, MANAGEMENT,
REPORTING AND PLANNING ACTIVITIES
12
15 PRICING AND OTHER CONDITIONS OF
PURCHASE AND SALE OF CONCENTRATES
13
16 OWNERSHIP AND CONTROL OF BOTTLER
13
17 TERM OF AGREEMENT
14
18 COMMERCIAL IMPRACTICABILITY AND
FORCE MAJEURE
14
19 TERMINATION FOR DEFINED EVENTS
15
20
DEFICIENCY TERMINATION
16
21 BOTTLER RIGHT TO CURE
17
22
[RESERVED.]
19
23 EFFECT OF BOTTLER'S CBA ON THIS AGREEMENT IN CERTAIN EVENTS
19
24
POST-EXPIRATION AND POST-TERMINATION OBLIGATIONS
19
25 COMPANY'S RIGHT
OF ASSIGNMENT
19
26 LITIGATION
19
27 INDEMNIFICATION
20
28 BOTTLER'S INSURANCE
21
29 [RESERVED.]
21
30 INCIDENT
MANAGEMENT
21
31 SEVERABILITY
21
32 REPLACEMENT OF CERTAIN PRIOR
CONTRACTS, MERGER, AND REQUIREMENTS FOR MODIFICATION
21
33 NO WAIVER
22
34 NATURE OF AGREEMENT AND RELATIONSHIP OF THE PARTIES
22
35
HEADINGS AND OTHER MATTERS
22
36 EXECUTION IN MULTIPLE COUNTERPARTS
23
37 NOTICE AND ACKNOWLEDGEMENT
23
38 CHOICE OF LAW AND VENUE
25
39 CONFIDENTIALITY
25
40 ACTIVE AND COMPLETE ARMS LENGTH
NEGOTIATIONS
26
41 RESERVATION OF RIGHTS
26
42 BOTTLER
AFFILIATES
27
TABLE OF EXHIBITS
Exhibit
Title
Exhibit References by
Section
A
Regional Manufacturing Facilities
2.1.2
B
Authorized Covered Beverages
2.3
9.3
TABLE OF SCHEDULES
Schedule
Title
Schedule References by
Section
2.17
Related Agreements
2.17
2.18
[***]
2.18
9.4
Regional Manufacturing Agreement
2.14
9.4
10.1.5
Third Party Beverages
10.1.5
10.1.6
12.2
Technical Requirements
12.2
28
Insurance Requirements
28
32.1.2
Agreements Not Affected by this Agreement
32.1.2
32.1.4
[***] - THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
Initial Regional Manufacturing Agreement
THIS AGREEMENT IS ENTERED INTO BY THE COCA-COLA COMPANY, A DELAWARE CORPORATION
("COMPANY"), AND COCA-COLA BOTTLING CO.