Exhibit 10.4
DASANI
MARKETING AND DISTRIBUTION AGREEMENT
THIS AGREEMENT (the "Agreement"), with effect from OCTOBER 1,2000, (the
"Effective Date") is made and entered into by and between THE COCA-COLA COMPANY,
a corporation organized and existing under the laws of the State of Delaware
having an office in Atlanta, Georgia, acting through its Coca-Cola North America
Division, herein referred to as "Company," and Metrolina Bottling Company, a
Corporation organized and existing under the laws of the State of Delaware, with
a place of business at Charlotte, NC, herein referred to as "Distributor."
W I T N E S S E T H
WHEREAS, Company will authorize the manufacture of certain beverages in the
form of Purified Water with Minerals Added for Flavor (the "Beverages");
WHEREAS, Distributor is an established distributor of soft drink products
of Company with existing facilities and organization serving a well-established
group of customers; and
WHEREAS, Distributor desires to purchase the Beverages referred to above
from those manufacturers authorized by Company and to distribute the Beverages
in and throughout the territory described in Appendix 1 (hereinafter referred to
as the "Territory").
WHEREAS, both Company and Distributor are committed to profitable volume
and per capita growth for the Beverages.
This having been set forth, the parties agree as follows:
I. OBJECTIVE OF THE AGREEMENT
1.
With respect to the Beverages packaged in the containers set forth in
Appendix 2 hereof (hereinafter referred to as the "Authorized Containers,")
Company grants to Distributor, subject to the terms and conditions contained
herein:
(a)
the authorization to purchase the Beverages packed in Authorized
Containers from those certain manufacturers that Company may from time to time
designate in writing to Distributor (the "Approved Processors"); and
(b)
the exclusive authorization to distribute the Beverages in Authorized Containers
in accordance with and subject to the provisions of the Agreement in the
Territory under the trademarks set forth in Appendix 3 hereof (hereinafter
referred to as the "Trademarks").
Company agrees that it will exercise its rights under the Agreement based upon
all relevant factors in a manner consistent with the terms of the Agreement and
the standard of good faith and fair dealing.
2.
To this effect, Company will designate the Approved Processors who will
manufacture the Beverages and pack them in Authorized Containers; and Company
will authorize the Approved Processors to sell the Beverages in Authorized
Containers to Distributor. In accordance with this paragraph 2, Company agrees
to authorize the Approved Processors to sell to Distributor sufficient
quantities of the Beverages in Authorized Containers to meet the requirements of
Distributor in the Territory as described herein. Subject to paragraph 9 of the
Agreement, Distributor and the Approved Processors shall establish between
themselves the prices of the Beverages in the Authorized Containers as well as
the terms of payment and other conditions of supply.
II. OBLIGATIONS OF DISTRIBUTOR RELATING TO THE MARKETING,
HANDLING AND STORAGE OF THE BEVERAGES
3.
For the Term of the Agreement, Distributor agrees:
(a)
to buy exclusively from the Approved Processors the