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EXHIBIT 10.34
SUPPLEMENTAL AGREEMENT
TO THE BOTTLER'S AGREEMENT
This Supplemental Agreement (the "Supplemental Agreement") is
entered into with effect from July 26, 1996, 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
Beverages S.A., Coca-Cola Production, S.A. and Coca-Cola
Beverages Nederland B.V. (hereinafter collectively or severally
referred to as the "Bottler(s)").
WHEREAS, each Bottler has entered into a Bottler's Agreement with
the Company (hereinafter collectively or severally referred to as
the "Bottler's Agreement(s)") dated July 26, 1996 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") 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 industrial and commercial
facilities, the Bottlers desire to have the flexibility to
exercise the production and/or distribution rights under their
respective Bottler's Agreements in the territory(ies) covered by
any of the Bottler's Agreements; and
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, the Bottlers are
hereby authorized to prepare and package and/or sell or
distribute the Beverages throughout any one or more of the
Territories.
2. Notwithstanding the provision 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
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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. Appendices I, II and IV of the Bottler's Agreements reflect,
with the exception of Coca-Cola Production S.A.'s (CCP) and
Coca-Cola Beverages Nederland B.V.'s (CCBN) Bottler's
Agreements, combined lists arrived at by combining the
products and packages that each Bottler is authorized to
prepare, package, sell or distribute under its Bottler's
Agreement. (At present, CCP's Bottler's Agreement reflects
only a combined list for carbonated Beverages in cans and at
present in CCBN's Bottler's Agreement, the canned Beverages
are listed on Schedule D and not on Appendix IV because CCBN
is not a producer but only a distributor of the canned
Beverages.) Because these appendices are not confined to the
specific Beverages and Authorized Containers to be produced,
packaged, sold or distributed in each Territory, but are
broader in scope, 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 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
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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 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
Beverages S.A., Coca-Cola Production S.A. and Coca-Cola Beverages
Nederland B.V. have caused this Supplemental Agreement to be
signed and acknowledged by their duly qualified representative.
THE COCA-COLA COMPANY THE COCA-COLA EXPORT CORPORATION
BY: XXXXXX X. XXXXXXX, XX. BY: XXXXXXX X. XXXXX
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Authorized Representative Authorized Representative
Date: July 26, 1996 Date: July 26, 1996
S.A. COCA-COLA BEVERAGES COCA-COLA BEVERAGES S.A.
BELGIUM N.V.
BY: BENOIT CRABEELS BY: X. XXXXXX
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Authorized Representative Authorized Representative
Date: July 26, 1996 Date: July 26, 1996
COCA-COLA PRODUCTION S.A. COCA-COLA BEVERAGES NEDERLAND B.V.
BY: XXXXXX XXXXXX BY: JAN VAN DEN BROEK
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Authorized Representative Authorized Representative
Date: July 26, 1996 Date: July 26, 1996
