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 January 29, 2016.
TABLE OF CONTENTS
1.
RECITALS
1
2.
DEFINITIONS
1
3.
AUTHORIZATION FOR BOTTLER TO PURCHASE CONCENTRATES AND TO MANUFACTURE AUTHORIZED
COVERED BEVERAGES
4
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.]
7
9.
EFFECT OF NEW OR AMENDED MANUFACTURING AGREEMENTS WITH OTHER REGIONAL PRODUCING
BOTTLERS
7
10.
OBLIGATIONS OF BOTTLER AS TO MANUFACTURE OF OTHER BEVERAGE PRODUCTS
8
11.
WARRANTIES OF COMPANY RELATING TO MANUFACTURE AND QUALITY OF THE CONCENTRATE
9
12.
OBLIGATIONS AND WARRANTIES OF BOTTLER RELATING TO MANUFACTURE AND QUALITY OF THE
AUTHORIZED COVERED BEVERAGES
9
13.
OBLIGATIONS OF COMPANY AND BOTTLER RELATING TO RECALL OF AUTHORIZED COVERED
BEVERAGES
12
14.
OBLIGATIONS OF BOTTLER RELATING TO MANUFACTURE OF AUTHORIZED COVERED BEVERAGES,
SYSTEM GOVERNANCE, INVESTMENT, MANAGEMENT, REPORTING AND PLANNING ACTIVITIES
13
15.
PRICING AND OTHER CONDITIONS OF PURCHASE AND SALE OF CONCENTRATES
14
16.
OWNERSHIP AND CONTROL OF BOTTLER
15
17.
TERM OF AGREEMENT
16
18.
COMMERCIAL IMPRACTICABILITY AND FORCE MAJEURE
16
19.
TERMINATION FOR DEFINED EVENTS
17
20.
DEFICIENCY TERMINATION
18
21.
BOTTLER RIGHT TO CURE
19
22.
[RESERVED.]
21
23.
EFFECT OF BOTTLER'S CBA ON THIS AGREEMENT IN CERTAIN EVENTS
21
24.
POST-EXPIRATION AND POST-TERMINATION OBLIGATIONS
21
25.
COMPANY'S RIGHT OF ASSIGNMENT
21
26.
LITIGATION
22
27.
INDEMNIFICATION
22
28.
BOTTLER'S INSURANCE
23
29.
[RESERVED.]
23
30.
INCIDENT MANAGEMENT
23
31.
SEVERABILITY
24
32.
REPLACEMENT OF CERTAIN PRIOR CONTRACTS, MERGER, AND REQUIREMENTS FOR
MODIFICATION
24
33.
NO WAIVER
24
34.
NATURE OF AGREEMENT AND RELATIONSHIP OF THE PARTIES
24
35.
HEADINGS AND OTHER MATTERS
25
36.
EXECUTION IN MULTIPLE COUNTERPARTS
25
37.
NOTICE AND ACKNOWLEDGEMENT
25
38.
CHOICE OF LAW AND VENUE
28
39.
CONFIDENTIALITY
28
40.
ACTIVE AND COMPLETE ARMS LENGTH NEGOTIATIONS
29
41.
RESERVATION OF RIGHTS
29
42.
BOTTLER AFFILIATES
29
TABLE OF EXHIBITS
Exhibit
Title
Exhibit References by Section
A
Regional Manufacturing Facilities
2.1.2
B
Authorized Covered Beverages
2.3
9.3
C
Interim Finished Goods Supply Agreement
2.8.1
TABLE OF SCHEDULES
Schedule
Title
Schedule References by Section
2.16
Related Agreements
2.16
2.17
[***]
2.17
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