AGREEMENT: Dr Pepper/Seven-Up Bottling Group, Inc.
Exhibit 10.4
June 15, 2004
AGREEMENT:
|
Xx Xxxxxx/Seven-Up Bottling Group, Inc. |
CROWN Cork & Seal USA, Inc (“Crown”) is pleased to offer the following Agreement for the supply of
aluminum 12 ounce beverage cans and ends (“Containers”), 202/211 x 413, with standard soft drink
specifications and printed with up to six color decoration. End units supplied shall be 202
diameter standard “XXX” or Crown’s 202 diameter “Super-End®” with complete conversion to
“Super-End®” ends expected to take place not later than April 1, 2006, as described
below.
LOCATIONS
& VOLUMES: Crown shall supply and Xx Xxxxxx/Seven-Up agrees to purchase from Crown, *%
of their can and end requirements (except for the end requirements at Xxxxxx and Buena Park,
CA and the * exception discussed below) for the following Xx Xxxxxx/Seven-Up filling
locations:
Location | Estimated Annual Volumes | ||
Irving, TX |
* | ||
Houston, TX |
* | ||
Columbus, OH |
* | ||
Xxxxxx, CA |
* | ||
Buena Park, CA |
* | ||
Total Base Volume |
* |
It is understood and agreed that at the Buena Park location, Crown’s can and end supply
shall be less than *%, to the extent that Xx Xxxxxx/Seven-Up fills Containers for *, and * designates an alternative can maker to supply its
Container (can and end) requirements.
At the Xxxxxx and Buena Park, CA locations, Crown shall supply a minimum of *% of the end
requirements in 2005. Beginning January 1, 2006, Crown shall supply *% of both the can
and end requirements at the Xxxxxx and Buena Park locations (subject to the * can and
end exception mentioned above) with conversion to “SuperEnd®” expected to be
completed no later than April 1, 2006.
If any of the above can filling locations are closed and volume is moved to a replacement
filling location, Crown shall have the right to supply such relocated Container volume at
* | Confidential treatment has been requested. The redacted material has been separately filed with the Commission. |
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the replacement filling location pursuant to the terms of this Agreement. If Xx
Xxxxxx/Seven-Up acquires an additional can filling operation(s) during the term of this
Agreement, Crown shall have the first right to supply such additional Container volume
pursuant to the terms and conditions of this Agreement, but not to the extent that Xx
Xxxxxx/Seven Up is prohibited from awarding Crown such new volume as a result of prior
existing contractual obligations.
PRICING: The current prices (as of October 1, 2004) for the cans and ends supplied by Crown are:
with SuperEnd® | with XXX Ends | |||||||
12 ounce can bodies |
$* | $* | ||||||
202 diameter ends |
$* | $* | ||||||
Total Container |
$* | $* |
In consideration of
Xx Xxxxxx/Seven-Up entering into this new five year Agreement, the
selling prices will be * per thousand containers effective January 1, 2005 as
follows:
With SuperEnd® | with XXX Ends | |||||||
12 ounce can bodies |
$* | $* | ||||||
202 diameter ends |
$* | $* | ||||||
Total Container |
$* | $* |
The above “Base Prices” shall be adjusted beginning April 1, 2005 as described below. As of
January 1, 2006, all 202 diameter “XXX” ends supplied under this agreement shall be sold at
the “Super End®” end price shown above, provided that, Xx Xxxxxx/Seven Up has
committed to a mutually agreeable “Super End®” conversion schedule for the Xxxxxx and Buena
Park locations. Base coated can bodies require an upcharge of $* per thousand cans.
PAYMENT TERMS: Payments for Containers shall be due net * days from the date
of invoice — no cash discounts will be allowed.
SUPER-ENDS
®: Conversion of the various Xx Xxxxxx/Seven Up filling
locations from “XXX” to “Super-End®” ends shall be completed on a
mutually agreeable schedule. The goal of both parties is for all locations to
be running “Super-End®” ends prior to April 1, 2006.
FREIGHT: The above prices include freight delivery costs to
the various Xx Xxxxxx/Seven Up filling locations. Xx
Xxxxxx/Seven Up may use its own fleet of trucks to
pick-up cans and/or ends at the Crown manufacturing
facilities and Crown shall give a freight allowance
equal to its cost to deliver by commercial carrier.
Crown intends to supply cans to the various Xx
Xxxxxx/Seven Up filling locations from the following
can manufacturing facilities:
* | Confidential treatment has been requested. The redacted material has been separately filed with the Commission. |
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Xx Xxxxxx/Seven Up
|
Crown’s Can Supply | |
Filling Locations
|
Location (& Back-up) | |
Irving, TX
|
* | |
Houston, TX
|
* | |
Columbus, OH
|
* | |
Xxxxxx, CA
|
* | |
Buena Park, CA
|
* |
PRICE CHANGES: During the term of this Agreement, the Base Prices shall be adjusted pursuant to
the following four factors: *, as set forth below.
(a) | * It is understood that * of the price adjustment factors *. The January 1, 2005 Base Prices reflect *. The Base Prices will be adjusted on April 1st and October 1st of each contract year (beginning April 1, 2005) to reflect *. The April 1st adjustments will be based on *. The October 1st adjustments will be based on *. | ||
(b) | * The Base Prices will be adjusted to reflect *. | ||
(c) | * On April 1st of each contract year, *. The first such adjustment shall be April 1, 2005 and will reflect *. | ||
(d) | * In the event that * |
* | Confidential treatment has been requested. The redacted material has been separately filed with the Commission. |
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WAREHOUSING: During the term of this Agreement, Crown agrees to provide, at * to Xx
Xxxxxx/Seven-Up, warehouse storage space of * in the Los Angeles, CA area at
a location that is mutually acceptable to both parties. Such warehouse space is to be
appropriate for the storage of filled beverage cans and bottles.
*
8-OUNCE CAN SUPPLY: Provided that Crown is competitive in price and other terms and conditions of
sale, Crown will be given the opportunity to supply Xx Xxxxxx/Seven-Up’s requirements of
8-ounce aluminum (202/211 x 307) beverage cans and ends to the Xx Xxxxxx/Seven-Up 8-ounce
filling locations in Texas.
OTTUMWA, IOWA SUPPLY: Upon mutual agreement, Crown will be given the opportunity to supply the Xx
Xxxxxx/Seven-Up filling location in Ottumwa, Iowa with its requirements of 12-ounce aluminum
beverage Containers pursuant to the terms and conditions of this Agreement.
WARRANTIES: All of Crown’s standard container warranties and other terms and conditions of sale
shall apply to the cans and ends supplied under this Agreement.
CONFIDENTIALITY: Xx Xxxxxx/Seven-Up and Crown agree to maintain strict confidentiality regarding
the contents of this Agreement including pricing and all other terms set forth herein.
PREVIOUS AGREEMENTS: This new Agreement shall supersede and replace any previous agreement between
the parties including the Sales Agreement dated December 18, 1997 in its entirety (including
the paragraph 8 reference to employees or consultants).
* | Confidential treatment has been requested. The redacted material has been separately filed with the Commission. |
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If you are in agreement with the terms and conditions as set forth above, please sign in the space
provided below and return one original copy to Crown.
CROWN Cork & Seal USA, Inc. |
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By: | /s/ | |||
(Authorized Representative) | ||||
XX XXXXXX / SEVEN-UP BOTTLING GROUP, INC. |
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By: | /s/ | |||
Title: | ||||