Exhibit 10.6
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
EXECUTION VERSION
Comprehensive Beverage Agreement
between
The Coca-Cola Company
and
Piedmont Coca-Cola Bottling Partnership
TABLE OF CONTENTS
1.
RECITALS
1
2.
DEFINITIONS
1
3.
AUTHORIZATIONS FOR BOTTLER TO MARKET, PROMOTE, DISTRIBUTE AND SELL COVERED
BEVERAGES AND RELATED PRODUCTS IN THE FIRST-LINE TERRITORY
10
4.
ALTERNATE ROUTES TO MARKET
12
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
16
9.
REFORMULATION, DISCONTINUATION AND TRANSFER OF COVERED BEVERAGES AND RELATED
PRODUCTS
16
10.
TERRITORIAL LIMITATIONS AND TRANSSHIPPING
19
11.
ADDITIONAL TERRITORIES
21
12.
EFFECT OF NEW OR AMENDED AUTHORIZATION AGREEMENTS WITH OTHER EXPANDING
PARTICIPATING BOTTLERS
22
13.
OBLIGATIONS OF BOTTLER AS TO OTHER BEVERAGE PRODUCTS AND OTHER BUSINESS
ACTIVITIES
22
14.
OBLIGATIONS OF BOTTLER RELATIVE TO MARKETING, PROMOTION, DISTRIBUTION, SALES,
SYSTEM GOVERNANCE, PURCHASING, MANAGEMENT, REPORTING AND PLANNING ACTIVITIES
25
15.
PRODUCT QUALITY AND STORAGE, HANDLING AND RECALL OF THE COVERED BEVERAGES AND
RELATED PRODUCTS
29
16.
PRICING AND OTHER CONDITIONS OF PURCHASE AND SALE
30
17.
OWNERSHIP AND CONTROL OF BOTTLER
31
18.
TERM OF AGREEMENT
33
19.
COMMERCIAL IMPRACTICABILITY
33
20.
FORCE MAJEURE
34
21.
TERMINATION FOR DEFINED EVENTS
35
22.
DEFICIENCY TERMINATION
36
23.
BOTTLER RIGHT TO CURE
37
24.
BOTTLER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO SALE OF ITS BUSINESS
38
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
44
26.
VALUATION
45
27.
POST-EXPIRATION AND POST-TERMINATION OBLIGATIONS
46
28.
COMPANY'S RIGHT OF ASSIGNMENT
47
29.
LITIGATION
47
30.
INDEMNIFICATION
48
31.
BOTTLER'S INSURANCE
48
32.
LIMITATION ON BOTTLER REPRESENTATIONS OR DISCLOSURES REGARDING COVERED BEVERAGES
OR RELATED PRODUCTS
49
33.
INCIDENT MANAGEMENT
49
34.
SEVERABILITY
49
35.
AMENDMENT AND RESTATEMENT OF CERTAIN PRIOR CONTRACTS, MERGER, AND REQUIREMENTS
FOR MODIFICATION
49
36.
NO WAIVER
50
37.
NATURE OF AGREEMENT AND RELATIONSHIP OF THE PARTIES
50
38.
HEADINGS AND OTHER MATTERS
51
39.
EXECUTION IN MULTIPLE COUNTERPARTS
51
40.
NOTICE AND ACKNOWLEDGEMENT
51
41.
CHOICE OF LAW AND VENUE
53
42.
CONFIDENTIALITY
54
43.
ACTIVE AND COMPLETE ARMS LENGTH NEGOTIATIONS
56
44.
RESERVATION OF RIGHTS
56
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
First-Line Territory
1.3
2.20
11.1
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
2.30
2.37
7.1.2
9.2.2
9.6.2
iii
TABLE OF SCHEDULES
Schedule
Title
Schedule References by