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EXHIBIT 10.35
SUPPLEMENTAL AGREEMENT
TO THE BOTTLER'S AGREEMENT
This Supplemental Agreement (the "Supplemental Agreement") is entered into with
effect from January 30, 1998, by and among The Coca-Cola Company and The
Coca-Cola Export Corporation (hereinafter collectively or severally referred to
as the "Company") and S.A. Coca-Cola Beverages Belgium N.V., Coca-Cola
Entreprise, Coca-Cola Production, S.A., Coca-Cola Beverages Nederland B.V.,
Coca-Cola & Schweppes Beverages Limited, and Soutirages Luxembourgeois S.A.
(hereinafter collectively or severally referred to as the "Bottler(s)").
WHEREAS, each Bottler has entered into a Bottler's Agreement with the Company
effective July 26, 1996 except that the Bottler's Agreement between Coca-Cola &
Schweppes Beverages Limited and the Company is effective February 10, 1997, and
the Bottler's Agreement between Soutirages Luxembourgeois S.A. and the Company
is effective January 30, 1998, (hereinafter collectively or severally referred
to as the "Bottler's Agreement(s)") concerning the preparation, packaging,
distribution and sale of certain non-alcoholic beverages under trademarks owned
by The Coca-Cola Company (hereinafter referred to as the "Beverages") packaged
in containers authorized in the Bottler's Agreements by The Coca-Cola Company
(hereinafter referred to as "Authorized Containers") and covering a territory
particularly described in each Bottler's Agreement (hereinafter collectively or
severally referred to as the "Territory(ies)");
WHEREAS, in an effort to maximize the beverage production and distribution
efficiencies of their respective industrial and commercial facilities, the
Bottlers desire to have the flexibility to: (1) exercise the production and/or
distribution rights under their Bottler's Agreement in the Territory(ies)
covered by any one or more of the other Bottler's Agreement(s); (2) exercise,
in their respective Territory, the production and/or distribution rights under
any one or more of the other Bottler's Agreement(s); and (3) allow each Bottler
to have any other Bottler manufacture, for the requesting Bottler, Beverages in
Authorized Containers listed in its respective Bottler's Agreement;
WHEREAS, subject to the terms of this Supplemental Agreement, the Company is
desirous to authorize each Bottler to prepare and package and/or distribute and
sell the Beverages in the Territory(ies);
NOW, THEREFORE:
1. In addition to the rights granted to each Bottler under Clause I of
each Bottler's Agreement to prepare, package, distribute and sell the
Beverages in Authorized Containers in and throughout a specific
Territory, each Bottler is hereby authorized to: a) prepare and
package and/or sell or distribute the Authorized Containers throughout
any one or more of the Territory(ies); b) prepare and package and/or
sell or distribute, in its respective Territory, the Authorized
Containers listed
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under any one or more of the other Bottler's Agreement(s); and c) have
any other Bottler manufacture for the requesting Bottler Beverages
authorized under the requesting Bottler's Bottler's Agreement.
2. Notwithstanding the provisions under 1) above, each Bottler shall,
throughout the duration of this Supplemental Agreement, be primarily
responsible to the Company for fulfilling all of its obligations under
the Bottler's Agreement it has entered into with the Company,
including but not limited to its obligation to prepare and present to
the Company once in each calendar year, a program (the "Annual
Program") which shall include but shall not be limited to the
marketing, management, financial, promotional and advertising plans of
the Bottler showing in detail the activities contemplated for the
ensuing twelve-month period or such other period as the Company may
prescribe, and which shall be acceptable to the Company as to form and
substance. The Bottler shall continue to prosecute diligently such
Annual Program and shall report quarterly or at such other intervals
as the Company may request in connection with the implementation of
the Annual Program. The Bottler shall also report on a monthly basis,
or at such other intervals as the Company may request, to the Company,
sales of each of the Beverages in each of the Territories and in such
detail and containing such information as may be requested by the
Company.
3. In addition, notwithstanding the provision under 1) above, no Bottler
shall be engaged in production, packaging, sale or distribution
activities in any of the other Bottlers' Territories (i) at the
expense of neglecting the development of the Company's Beverages in
the Territory defined in the Bottler's Agreement it has entered into
with the Company, and (ii) unless its obligations under the Bottler's
Agreement it has entered into with the Company are fulfilled to the
satisfaction of the Company.
4. Notwithstanding the foregoing, no Bottler shall initiate the
production, packaging, sale or distribution of any Beverage or any
Authorized Container in any Territory, which at such time is not
produced, packaged, sold or distributed within that Territory, without
the prior express agreement on a customer and consumer program
acceptable to the Company or its designated entity, for the Beverage
or Authorized Container in question.
5. Each Bottler shall comply with all applicable laws and regulations in
effect in any Territory where it produces, packages, sells or
distributes the Beverages.
6. It is the desire of the parties that this Supplemental Agreement
remain in force for the duration of the Bottler's Agreement(s).
However, the system of operation authorized under this Supplemental
Agreement is a new concept which has not been implemented by the
Company with independent entities before. It is therefore possible
that unforeseen difficulties may arise in its application. The Company
therefore retains the rights to (i) withdraw selectively the
authorization of any of the
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Bottlers to operate in the Territories of the others; or (ii)
terminate this Supplemental Agreement at any time during its validity
by giving the Bottlers ninety (90) days' prior written notice of its
intention to terminate.
7. This Supplemental Agreement shall be interpreted, construed and
governed by and in accordance with the laws of Belgium. Any dispute
arising hereunder shall be referred to the courts of Brussels.
Except as herein modified, the Bottler's Agreements and all of their
stipulations, covenants, agreements, terms, conditions and provisions shall
remain in full force and effect.
IN WITNESS WHEREOF, The Coca-Cola Company, The Coca-Cola Export Corporation,
S.A. Coca-Cola Beverages Belgium N.V., Coca-Cola Entreprise, Coca-Cola
Production S.A., Coca-Cola Beverages Nederland B.V., Coca-Cola & Schweppes
Beverages Limited and Soutirages Luxembourgeois S.A. have caused this
Supplemental Agreement to be signed and acknowledged by their duly qualified
representative.
THE COCA-COLA COMPANY THE COCA-COLA EXPORT
CORPORATION
S/ XXXXXXX X. XXXXX S/ XXXXX X. XXXXXXX
By: By:
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Authorized Representative Authorized Representative
Date: June 30, 1998 Date: July 7, 1998
S.A. COCA-COLA BEVERAGES COCA-COLA ENTREPRISE
BELGIUM N.V.
S/ XXXX X. XXXXXX, XX. S/ XXXXXXXXX XXXXXXXX
By: By:
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Authorized Representative Authorized Representative
Date: 15 July 1998 Date: 4 August 1998
COCA-COLA PRODUCTION S.A. COCA-COLA BEVERAGES
NEDERLAND B.V.
By: S/ XXXXXXXXX XXXXXXXX By: S/ XXXXX XXXXXXXX
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Authorized Representative Authorized Representative
4 August 1998 July 22, 1998
Date: ------------------------- Date: -------------------------
COCA-COLA & SCHWEPPES SOUTIRAGES LUXEMBOURGEOIS S.A.
BEVERAGES LIMITED
By: S/ X.X. XXXXXXX By: S/ XXXX X. XXXXXX, XX.
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Authorized Representative Authorized Representative
Date: 15 July 1998 Date: 15 July 1998
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