COCA-COLA ENTERPRISES INC.
(a Delaware corporation)
Senior Debt Securities
TERMS AGREEMENT
Date: September 18, 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 2028
Principal amount to be issued: $125,000,000
Current ratings: A3/A+
Interest Rate: 6.75%
Interest payment dates: Payable on September 15 and
March 15 of each
year, commencing
March 15, 1999
Date of maturity: September 15, 2028
Redemption provisions: The Senior Debt Securities
may be redeemed prior to
the date of
maturity. See
"Other Provisions"
below.
Sinking fund requirements: None
Delayed Delivery Contracts: Not authorized
Fee: 0.875%
Public offering price: 101.392%, plus accrued
interest from September 11,
1998
Accrued Interest from $281,250.00
September 11, 1998 to
September 23, 1998:
Underwriting Discount: $1,093,750
Net Payment by Underwriters $125,927,579
to Coca-Cola Enterprises Inc.:
Other Provisions:
The Senior Debt Securities will be redeemable as a
whole or in part, at the option of the Company, on no less
than 30 or more than 60 days' notice mailed to Holders of
the Senior Debt Securities to be redeemed, at any time at a
redemption price equal to the greater of (i) 100% of the
principal amount of the Senior Debt Securities to be
redeemed and (ii) the sum of the present values of the
Remaining Scheduled Payments thereon discounted to the
redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury
Rate plus 20 basis points, together in either case with
accrued interest on the principal amount being redeemed to
the date of redemption.
"Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to the semiannual equivalent
yield to maturity (computed as of the second business day
immediately preceding such redemption date) of the
Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States
Treasury security selected by an Independent Investment
Banker that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable
maturity to the remaining term of the Senior Debt Securities
to be redeemed. "Independent Investment Banker" means any
of the Reference Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) on the third business
day preceding such redemption date, as set forth in the
daily statistical release (or any successor release)
published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such
prices on such business day, (A) the average of the
Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such
Reference Dealer Quotations, or (B) if the Trustee obtains
fewer than four such Reference Treasury Dealer Quotations,
the average of all such Quotations. "Reference Treasury
Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer as of 3:30 p.m.,
New York City time, on the third business day preceding such
redemption date.
"Reference Treasury Dealer" means each of Credit Suisse
First Boston Corporation and Xxxxxx Xxxxxxx & Co.
Incorporated and their respective successors and any other
nationally recognized investment banking firm that is a
Primary Treasury Dealer appointed from time to time by the
Company; provided that if any of the foregoing shall cease
to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another nationally recognized investment
banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to
each Senior Debt Security to be redeemed, the remaining
scheduled payments of the principal thereof and interest
thereon that would be due after the related redemption date
but for such redemption; provided, however, that, if such
redemption date is not an interest payment date with respect
to such Senior Debt Security, the amount of the next
succeeding scheduled interest payment thereon will be
reduced by the amount of interest accrued thereon to such
redemption date.
On and after the redemption date, interest will cease
to accrue on the Senior Debt Securities called for
redemption. On or before any redemption date, the Company
shall deposit with a paying agent (or the Trustee) money
sufficient to pay the redemption price of and accrued
interest on the Senior Debt Securities to be redeemed on
such date.
Closing date and location: September 23, 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: Credit Suisse First
Boston Corporation, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000, Attention: Investment Banking Department-Transactions
Advisory Group.
Place of delivery of Securities: Through the facilities of The
Depository Trust Company to the account of Credit Suisse First
Boston Corporation, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000.
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.
The Underwriter listed below 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 amount of Senior Debt Securities set forth
opposite its name below:
Underwriter 6.75% Debentures Due 2028
----------- -------------------------
Credit Suisse First Boston Corporation $125,000,000
CREDIT SUISSE FIRST BOSTON
CORPORATION
BY CREDIT SUISSE FIRST BOSTON
CORPORATION
S/ XXXX XXXXX
By_________________________
Name: Xxxx Xxxxx
Title:
Accepted:
COCA-COLA ENTERPRISES INC.
S/ XXXXX X. XXXXXX
By___________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer