First Amendment to National Product Supply Governance Agreement, dated October 26, 2018, by and between the Company, The CocaCola Company, CocaCola Bottling Company United, Inc., Swire Pacific Holdings Inc. d/b/a Swire CocaCola USA and the other parties thereto
Exhibit 10.17
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.
FIRST AMENDMENT TO
NATIONAL PRODUCT SUPPLY GOVERNANCE AGREEMENT
This First Amendment to National Product Supply Governance Agreement (this “Amendment”) is adopted and effective as of October 26, 2018 (the “Effective Date”) by The Coca‑Cola Company, a Delaware corporation acting by and through its Coca-Cola North America Division, and each of the other members of the Coca‑Cola National Product Supply Group (the “NPSG”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in that certain National Product Supply Governance Agreement (the “National Product Supply Governance Agreement”), by and among the members of the NPSG, including those party by joinder.
WHEREAS, the National Product Supply Governance Agreement includes certain National Product Supply System governance processes and principles set forth in Schedule 1 attached thereto (the “Charter”); and
WHEREAS, the members of the NPSG desire to amend the National Product Supply Governance 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:
1.The National Product Supply Governance Agreement is hereby amended by deleting the provision of the Charter entitled “Creation of New NPS Legal Entity” and replacing it with the following:
| Creation of New NPS Legal Entity | The Board may separately decide, at a future date (but no sooner than January 1, 2018), to form a separate legal entity to carry out the functions performed by NPSG. [***]. The details regarding this entity, including its legal structure, finances, governance, etc., will be agreed by the Board at the time of the formation of the separate entity. |
[***] – THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
2.The National Product Supply Governance Agreement is hereby further amended by deleting items (6) and (7) of the provision of the Charter entitled “Voting; Extraordinary Matters” and replacing item (6) with the following:
| (6) [***]. |
3.The National Product Supply Governance Agreement is hereby further amended by adding the following new provision to the Charter immediately following the provision of the Charter entitled “Confidentiality”:
| Charter Amendments | This Charter may only be amended or modified by a written instrument, signed by each member of the NPSG that has a right to designate a member of the Board, that states that it is an amendment or modification and refers specifically to the provisions of this Charter to be so amended or modified. |
4.The National Product Supply Governance Agreement is hereby further amended by replacing, in Attachment 1 to the Charter, the reference to [***].
5.Other than as expressly amended by this Amendment, the National Product Supply Governance Agreement will continue in effect in accordance with its terms.
6.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.
7.This Amendment may be signed in counterparts, which together shall constitute one agreement.
[Signature Pages Follow]
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[***] – THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
IN WITNESS WHEREOF, the undersigned, constituting each of the members of the NPSG, have caused this Amendment to be executed by their duly authorized representatives as of the date first written above.
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| THE COCA-COLA COMPANY | ||
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| By and Through Its Coca‑Cola North America Division | ||
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| By: |
| /s/ Darin S. Rice |
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| Name: |
| Darin S. Rice |
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| Title: |
| Vice President, Franchise Operations and Bottler Capability |
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| COCA-COLA BOTTLING CO. CONSOLIDATED | ||
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| By: |
| /s/ David M. Katz |
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| Name: |
| David M. Katz |
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| Title: |
| Executive Vice President |
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| COCA-COLA BOTTLING COMPANY UNITED, INC. | ||
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| By: |
| /s/ Stanley C. Ellington |
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| Name: |
| Stanley C. Ellington |
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| Title: |
| Vice President |
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| SWIRE PACIFIC HOLDINGS INC. D/B/A SWIRE COCA‑COLA, USA | ||
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| By: |
| /s/ Jeff Edwards |
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| Name: |
| Jeff Edwards |
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| Title: |
| Vice President |
[Signatures Continue on the Following Page]
Signature Page to First Amendment to National Product Supply Governance Agreement
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| COCA‑COLA BEVERAGES FLORIDA, LLC | ||
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| By: |
| /s/ Deborah Pond |
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| Name: |
| Deborah Pond |
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| Title: |
| Senior Vice President, General Counsel |
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| GREAT LAKES COCA-COLA DISTRIBUTION, L.L.C. | ||
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| By: |
| /s/ Jeff Laschen |
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| Name: |
| Jeff Laschen |
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| Title: |
| Chief Executive Officer |
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| MIDWEST REGIONAL PRODUCT SUPPLY GROUP | ||
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| By: |
| Heartland Coca‑Cola Bottling Company |
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| Its: |
| Chairman |
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| By: |
| /s/ Ray Reddrick |
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| Name: |
| Ray Reddrick |
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| Title: |
| Vice President, Supply Chain |
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| COCA‑COLA SOUTHWEST BEVERAGES LLC | ||
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| By: |
| /s/ Stacy Green |
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| Name: |
| Stacy Green |
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| Title: |
| Vice President, Supply Chain |
[Signatures Continue on the Following Page]
Signature Page to First Amendment to National Product Supply Governance Agreement
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| NORTHEAST REGIONAL PRODUCT SUPPLY GROUP | ||
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| By: |
| Liberty Coca‑Cola Beverages LLC |
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| Its: |
| Chairman |
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| By: |
| /s/ John Sweeney |
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| Name: |
| John Sweeney |
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| Title: |
| Vice President, Supply Chain |
Signature Page to First Amendment to National Product Supply Governance Agreement
