EX-10.23 14 a1023-amendmentno1tocbawit.htm EX-10.23 Document
Exhibit 10.23

[***] – CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

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.





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]






















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:

StateCountySales CenterDescription
OhioAshtabulaWilloughby OHAll locations in Ashtabula County
OhioCarrollAkron OHAll locations in Carroll County
OhioColumbianaYoungstown OHAll locations in Columbiana County
OhioErieElyria OHAll locations in Erie County, EXCLUDING all locations on Kelley's Island.
OhioErieToledo OHOnly those locations in Erie County located on Kelley's Island.
OhioFultonToledo OHAll locations in Fulton County
OhioGeaugaAkron OHOnly those locations in Geauga County that are in the southwest corner that are south of the Conrail Railroad line that runs from the eastern Cuyahoga County boundary to the northern Portage County boundary.
OhioGeaugaWilloughby OHAll locations in Geauga County, EXCLUDING a small area in the southwest corner that is south of the Conrail Railroad line that runs from the eastern Cuyahoga County boundary to the northern Portage County boundary.
OhioHarrisonAkron OHOnly those locations in Harrison County located in the city limits of Bowerston.
OhioHenryToledo OHAll locations in Henry County north of a line starting at a point (84°13'39.037"W 41°15'11.586"N) where State Route 18 crosses the Henry - Defiance County boundary; thence eastwardly along State Route 18, through and not including the town of Holgate, to a point (84°2'11.551"W 41°15'14.379"N) at the intersection of State Route 18 and County Road G; thence south along State Route 18 through and not including the town of Hamler; thence south and eastwardly out of Hamler on State Route 18 to a point (83°52'55.48"W 41°13'33.438"N) where State Route 18 crosses the Henry - Wood County boundary.
OhioHuronElyria OHAll locations in Huron County north of a due east-west line running through a point (82°33'33.325"W 41°10'34.722"N) at the intersection of US Highway 250 and Dublin Rd, but excluding all locations within the city limits of the town of Bellevue.
OhioHuronToledo OHOnly those locations in Huron County within the city limits of the town of Bellevue.
OhioLakeWilloughby OHAll locations in Lake County
OhioLorainElyria OHAll locations in Lorain County, EXCLUDING those locations on or along New London Eastern Rd across the very southern part of the County.
OhioLucasToledo OHAll locations in Lucas County

A-1

StateCountySales CenterDescription
OhioMahoningYoungstown OHAll locations in Mahoning County
OhioMedinaAkron OHAll locations in Medina County, EXCLUDING two small areas on the southern County boundary that are east, south, and west of a line starting at a point (82°0'20.379"W 40°59'25.562"N) where Cemetery Rd crosses the Medina - Wayne county boundary; thence north along Cemetery Rd to a point (82°0'20.395"W 41°0'1.963"N) at the intersection of Cemetery Rd and Willow Rd; thence east along Willow Rd to a point (81°59'46.669"W 41°0'1.823"N) at the intersection of Willow Rd and State Highway 83 (Avon Lake Rd); thence north along State Highway 83 to a point (81°59'46.382"W 41°0'18.51"N) at the intersection of State Highway 83 and White Rd; thence east along White Rd to a point (81°57'54.494"W 41°0'33.523"N) at the intersection of White Rd and Friendsville Rd; thence south along Friendsville Rd to a point (81°57'28.662"W 40°59'23.484"N) where it crosses the Medina - Wayne county boundary; AND all points along Wooster Pike from the Medina - Wayne county boundary north to a point (81°53'13.003"W 41°0'5.231"N) at the intersection of Wooster Pike and Mud Lake Rd.
OhioOttawaToledo OHAll locations in Ottawa County
OhioPortageAkron OHAll locations in Portage County
OhioSanduskyToledo OHAll locations in Sandusky County, EXCLUDING the town of Green Springs.
OhioSenecaToledo OHOnly those locations in Seneca County in a small portion in the northeast corner around the town of Flat Rock bounded on the west by Township Road 82 and bounded on the south by Township Rd 178, including the town of Flat Rock.
OhioStarkAkron OHAll locations in Stark County
OhioSummitAkron OHAll locations in Summit County
OhioTrumbullYoungstown OHAll locations in Trumbull County
OhioTuscarawasAkron OHAll locations in Tuscarawas County in the following townships in the northeastern part of the County: Franklin, Lawrence, Sandy, Dover, Goshen, Fairfield, Warren, New Philadelphia, York, Union, Clay, Warwick, Mill, and Rush.

A-2

StateCountySales CenterDescription
OhioWayneAkron OH
All locations in Wayne County north and east of a line starting at a point (81°38'52.207"W 40°53'42.248"N) where County Road 27 (Fulton Rd) crosses the Wayne - Stark county boundary; thence westwardly along County Road 27, through and including the town of Marshallville, to a point (81°48'40.181"W 40°54'6.568"N) at the intersection of County Road 27 and County Road
200 (Blough Rd); thence north along County Road 200 to a point (81°48'43.266"W 40°56'44.561"N) at the intersection of County Road 200 and State Highway 604; thence west along State Highway 604 (Easton Rd) to a point (81°49'17.228"W 40°56'44.387"N) at the intersection of State Highway 604 and Shorle Rd; thence north along Shorle Rd to a point (81°49'20.154"W 40°59'18.124"N) where it crosses the Wayne - Medina county boundary.
OhioWilliamsToledo OHAll locations in Williams County east of a line starting at a point (84°28'41.096"W 41°25'37.75"N) at the intersection of County Line Rd and County Rd 18 on the Williams - Defiance County boundary; thence north on County Rd 18 to a point (84°28'40.828"W 41°31'42.77"N) at the intersection of County Rd 18 and County Rd H; thence west on County Rd H to a point (84°37'55.7"W 41°31'41.766"N) at the intersection of County Rd H and County Rd 10; thence north on County Rd 10 to a point (84°37'52.484"W 41°42'3.072"N) where County Rd 10 crosses the Williams - Hillsdale County boundary.
OhioWoodToledo OHAll locations in Wood County north of a line starting at a point (83°52'57.78"W 41°17'3.093"N) where State Route 281 (Defiance Pike) crosses the Wood - Henry County boundary; thence east along State Route 281 to a point (83°30'31.289"W 41°16'57.215"N) at the intersection of State Route 281 and State Route 199 (McCutcheonville Rd); thence southward along State Route 199 to a point (83°29'27.587"W 41°14'37.734"N) at the intersection of State Route 199 and County Highway 3 (Cygnet Rd), in the town of West Millgrove, West Millgrove not included; thence north and eastwardly along County Highway 3 to a point (83°25'11.467"W 41°15'14.495"N) where County Highway 3 crosses the Wood - Sandusky County boundary.


A-3



ATTACHMENT B
SCHEDULE 3.2.1-B
[***]
[***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
B-1


[***]
[***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
B-2


[***][***]
[***]
[***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
B-3


[***]
[***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
B-4


[***]
[***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
B-5


[***]
[***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
B-6




[***]
[***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]
[***][***]

B-7