COCA-COLA ENTERPRISES INC.
(a Delaware corporation)
Senior Debt Securities
TERMS AGREEMENT
Date: January 6, 1998
TO: COCA-COLA ENTERPRISES INC.
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
RE: Underwriting Agreement dated September 25, 1996
SENIOR DEBT SECURITIES
Title of Senior
Debt Securities: 6.75% Debentures Due 2038
Principal amount
to be issued: $250,000,000
Current ratings: A3/A+
Interest Rate: 6.75%
Interest payment Payable on January 15 and July 15 of
dates: each year, commencing July 15, 1998
Date of maturity: January 15, 2038
Redemption N/A
provisions:
Sinking fund None
requirements:
Delayed Delivery Not authorized
Contracts:
Fee: .875%
Public offering 99.805%, plus accrued interest from
price: January 9, 1998
Closing date and location: January 9, 1998, at 10:00 a.m., New
York City time, at the offices of Cleary, Gottlieb, Xxxxx &
Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Notice to the Underwriters pursuant to Section 11 of the
Underwriting Agreement shall be given to: Xxxxxx Brothers Inc., 0
Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxxxx X. Xxxxxxxx.
Place of delivery of Securities: Through the facilities of The
Depository Trust Company to the account of Xxxxxx Brothers Inc.,
0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Modifications to the Underwriting Agreement:
The Senior Debt Securities are being sold hereunder pursuant
to the Company's registration statements on Form S-3 (No. 33-
62757 and No. 333-18569), pursuant to which the Company has
registered up to $2,500,000,000 aggregate principal amount
of Senior Debt Securities.
Section 2: Payment for all Senior Debt Securities purchased
hereunder shall be made in immediately available funds on
the third business day (unless postponed in accordance with
the provisions of Section 9) following the date of this
Agreement for the account of the Company maintained at
Citibank, N.A., New York, New York, account number 00000000.
Cleary, Gottlieb, Xxxxx & Xxxxxxxx, counsel to the
Underwriters, will render the opinion referred to in Section
4(b)(2) of the Underwriting Agreement.
The Senior Debt Securities will trade in The Depository
Trust Company's Same-Day Funds Settlement System until
maturity, and secondary market trading activity for the
Senior Debt Securities will, therefore, settle in
immediately available funds. All payments of principal and
interest will be made by the Company in immediately
available funds.
Each Underwriter listed below severally agrees, subject to the
terms and provisions of the above-referenced Underwriting
Agreement, which is incorporated herein in its entirety and made
a part hereof, to purchase the principal amounts of Senior Debt
Securities set forth opposite its name below:
Underwriter 6.75% Debentures Due
2038
Xxxxxx Brothers Inc. $83,340,000
Xxxxxx Xxxxxxx & Co. $83,330,000
Incorporated
Salomon Brothers Inc $83,330,000
Total $250,000,000
XXXXXX BROTHERS INC.
XXXXXX XXXXXXX & CO. INCORPORATED
SALOMON BROTHERS INC
BY XXXXXX BROTHERS INC.
/S/ XXXXXX X. XXXXXXXX
By_________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Managing Director
Accepted:
COCA-COLA ENTERPRISES INC.
/S/ XXXXX X. XXXXXX
By___________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
