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
FIRST AMENDMENT TO COMPREHENSIVE BEVERAGE AGREEMENT
This First Amendment to Comprehensive Beverage Agreement (this "Amendment") is
entered into on April 28, 2017 (the "Effective Date"), by and between The
Coca-Cola Company, a Delaware corporation ("Company"), Coca-Cola Refreshments
USA, Inc. ("CCR"), a wholly‐owned subsidiary of Company, and Coca-Cola Bottling
Co. Consolidated, a Delaware corporation ("Bottler"). Capitalized terms used but
not otherwise defined herein shall have the respective meanings ascribed thereto
in the Agreement (as hereinafter defined and as amended hereby).
RECITALS
WHEREAS, Company, CCR and Bottler are parties to that certain Comprehensive
Beverage Agreement (the "Agreement"), having an effective date of March 31,
2017; and
WHEREAS, Company, CCR and Bottler now wish to amend the Agreement as set forth
herein.
NOW, THEREFORE, in consideration of these promises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.The parties hereto hereby amend Exhibit C-2 (Sub-Bottling Territory) to the
Agreement by adding the "Akron/Elyria/Toledo/Willoughby/Youngstown Subterritory"
set forth on Attachment A hereto to such Exhibit.
2.The parties hereto hereby amend Schedule 3.2 (Sub-Bottling Payments) to the
Agreement by adding the following to the final sentence of the second paragraph
of such Schedule:
and (c) the amount of the Sub-Bottling Payment for the
Akron/Elyria/Toledo/Willoughby/Youngstown Subterritory identified on Exhibit C-2
will be calculated for each Bottler fiscal quarter by (i) multiplying Bottler's
Sub-Bottling Gross Profit in such Subterritory for such fiscal quarter by the
[***] set forth in Schedule 3.2.1-B corresponding to the [***].
3.The parties hereto herby further amend the Agreement by adding the Schedule
attached hereto as Attachment B as new Schedule 3.2.1-B to the Agreement.
[***] - THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
4.Other than as expressly amended by this Amendment, the Agreement will continue
in effect in accordance with its terms.
5.This Amendment shall be governed by and construed in accordance with the laws
of the State of Georgia, without regard to principles of conflict of laws.
6.This Amendment may be signed in counterparts, which together shall constitute
one agreement.
[Signature Page Follows]
- 2 -
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their
duly authorized representatives as of the date first written above.
THE COCA-COLA COMPANY
By:
/s/ J. A. M. Douglas, Jr.
Authorized Representative
COCA-COLA REFRESHMENTS USA, INC.
By:
/s/ J. A. M. Douglas, Jr.
Authorized Representative
COCA-COLA BOTTLING CO.
CONSOLIDATED
By:
/s/ E. Beauregarde Fisher III
Authorized Representative
Signature Page to Amendment to Comprehensive Beverage Agreement
ATTACHMENT A
Akron/Elyria/Toledo/Willoughby/Youngstown Subterritory:
State
County
Sales Center
Description
Ohio
Ashtabula
Willoughby OH
All locations in Ashtabula County
Ohio
Carroll
Akron OH
All locations in Carroll County