DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • February 10th, 2012 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Delaware
This Director Indemnification Agreement, dated as of February ___, 2011 (this “Agreement”), is made by and between Coca-Cola Enterprises, Inc., a Delaware corporation (the “Company”), and _____________________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2014 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters
October 21, 2014, between Coca-Cola Enterprises, Inc., a Delaware corporation (the “Company”), and John F. Brock (the “Executive”). This Agreement amends and restates the employment agreement between the Company and the Executive dated September 10, 2012, and the amendment thereto, dated October 22, 2013 (together, the “Prior Agreement”). The Company and the Executive may be referred to herein collectively as the “Parties,” or individually as a “Party.”
FORM OF REGISTRATION RIGHTS AGREEMENT dated as of among [RED], [OLIVE HOLDCO], and SPARK ORANGE LIMITEDRegistration Rights Agreement • August 12th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of ● (this “Agreement”) among (i) ●, a ● formed under the laws of England and Wales (the “Company”), (ii) the parties listed on Schedule 1, (iii) the parties listed on Schedule 2, and (iv) other stockholders party hereto from time to time.
BOTTLER’S AGREEMENTBottler's Agreement • October 5th, 2010 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • England
THIS AGREEMENT, made and entered into with effect from October 2, 2010, by and among THE COCA-COLA COMPANY, a corporation organized and existing under the laws of the State of Delaware, United States of America, with principal offices at One Coca-Cola Plaza, N.W., in the City of Atlanta, State of Georgia 30313, United States of America; THE COCA-COLA EXPORT CORPORATION, a corporation organized and existing under the laws of the State of Delaware, United States of America, with principal offices at One Coca-Cola Plaza, N.W., in the City of Atlanta, State of Georgia 30313, United States of America (The Coca-Cola Company and The Coca-Cola Export Corporation hereinafter collectively or severally referred to as the “Company” unless otherwise specified); and COCA-COLA ENTERPRISES LIMITED, a corporation organized and existing under the laws of England, with principal offices at Charter Place, Uxbridge, Middlesex UB8 1EZ, England (hereinafter referred to as the “Bottler”).
COCA-COLA ENTERPRISES, INC. (a Delaware corporation) Senior Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2010 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Georgia
In accordance with the authorization granted by the Board of Directors, or a committee thereof, of Coca-Cola Enterprises, Inc. (the “Company”), the Company proposes to sell from time to time, pursuant to the registration statement filed by the Company on Form S-3 (No. 333- ), an indeterminate aggregate principal amount, in domestic or such foreign currencies as the Company shall designate at the time of offering, of its senior debt securities (the “Securities”). The Securities will be issued under an Indenture dated as of September 14, 2010 (the “Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Each issue of Securities may vary, where applicable, as to aggregate principal amount, maturity, interest rate or rates and timing of payments thereof, redemption provisions and sinking fund requirements, if any, exercise provisions and any other variable terms which the Indenture contemplates may be set forth in the Securities as issued from
THIS EMPLOYMENT AGREEMENT is made this 19 day of June 2015Employment Agreement • February 11th, 2016 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • England and Wales
SHARE PURCHASE AGREEMENT RELATING TO THE SALE OF COCA-COLA DRIKKER AS AND COCA- COLA DRYCKER SVERIGE AB TO BOTTLING HOLDINGS (LUXEMBOURG) S.A.R.L. DATED AS OF MARCH 20, 2010Share Purchase Agreement • November 3rd, 2010 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Delaware
This Share Purchase Agreement, dated as of March 20, 2010 (the “Agreement”), is made by and among Seller, as defined in this Agreement, and Bottling Holdings (Luxembourg) s.a.r.l., a Luxembourg société à responsabilité limitée (or any of its subsidiary assignees permitted by Section 10.6, “Buyer”), and the other Persons listed on the signature pages hereto.
FORM OF] INDENTUREIndenture • March 12th, 2018 • Coca-Cola European Partners Us, LLC • Bottled & canned soft drinks & carbonated waters • New York
INDENTURE, dated as of [ ], among COCA-COLA EUROPEAN PARTNERS PLC, a public limited company organized under the laws of England and Wales, as Issuer (the “Company”), having its principal office at Pemberton House, Bakers Road, Uxbridge UB8 1EZ, United Kingdom, COCA-COLA EUROPEAN PARTNERS US, LLC, a Delaware limited liability company (“CCEP US”), as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (the “Trustee”).
BUSINESS SEPARATION AND MERGER AGREEMENT BY AND AMONG COCA-COLA ENTERPRISES INC. INTERNATIONAL CCE, INC. THE COCA-COLA COMPANY AND COBALT SUBSIDIARY LLC DATED AS OF FEBRUARY 25, 2010Business Separation and Merger Agreement • November 3rd, 2010 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Delaware
THIS AGREEMENT, made and entered into with effect from , by and among THE COCA-COLA COMPANY, a corporation organized and existing under the laws of the State of Delaware, United States of America, with principal offices at One Coca-Cola Plaza, N.W., in the City of Atlanta, State of Georgia 30313, United States of America; THE COCA-COLA EXPORT CORPORATION, a corporation organized and existing under the laws of the State of Delaware, United States of America, with principal offices at One Coca-Cola Plaza, N.W., in the City of Atlanta, State of Georgia 30313, United States of America (The Coca-Cola Company and The Coca-Cola Export Corporation hereinafter collectively or severally referred to as the “Company” unless otherwise specified); and , a corporation organized and existing under the laws of , with principal offices at (hereinafter referred to as the “Bottler”).
Coca-Cola Enterprises, Inc. Form of Stock Option Agreement For Senior Officers in the United KingdomStock Option Agreement • February 8th, 2013 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Georgia
This grant was made under the Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan (As Amended Effective February 7, 2012) (the “Plan”), the terms of which are incorporated into this Agreement. All capitalized terms in the Agreement shall have the meaning assigned to them in this Agreement or in the Plan.
MERGER AGREEMENT BY AND AMONG COCA-COLA ENTERPRISES, INC., SPARK ORANGE LIMITED, ORANGE U.S. HOLDCO, LLC, AND ORANGE MERGECO, LLC DATED AS OF AUGUST 6, 2015Merger Agreement • August 12th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Delaware
MERGER AGREEMENT, dated as of August 6, 2015 (this “Agreement”), by and among COCA-COLA ENTERPRISES, INC., a Delaware corporation (“White”), SPARK ORANGE LIMITED, a private limited company organized under the laws of England and Wales (“Orange”), ORANGE U.S. HOLDCO, LLC, a Delaware limited liability company (“US HoldCo”), and ORANGE MERGECO, LLC, a Delaware limited liability company (“MergeCo” and, together with Orange and US HoldCo, the “Orange Parties” and, together with White, each a “Party” and collectively, the “Parties”).
FIVE-YEAR CREDIT AGREEMENT Dated as of September 20, 2012 Among COCA-COLA ENTERPRISES, INC. as Company THE INITIAL LENDERS NAMED HEREIN as Initial Lenders CITIBANK, N.A. as Administrative Agent and DEUTSCHE BANK SECURITIES INC. as Syndication Agent...Credit Agreement • October 26th, 2012 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • New York
FIVE-YEAR CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 20, 2012, among COCA-COLA ENTERPRISES, INC., a Delaware corporation (the “Company”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), DEUTSCHE BANK SECURITIES INC. (“DBSI”), as syndication agent (in such capacity, the “Syndication Agent”), CREDIT SUISSE SECURITIES (USA) LLC (“CS Securities”), as documentation agent (in such capacity, the “Documentation Agent”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”), DBSI and CS Securities, as joint book-running managers and joint lead arrangers for the Lenders (in such capacity, the “Arrangers”).
Coca-Cola Enterprises, Inc. to Hubert Patricot 32,300 Restricted Stock UnitsRestricted Stock Unit Award Agreement • April 30th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Georgia
The terms and conditions applicable to this restricted stock unit award (“RSU Award” or “Award”) made by Coca-Cola Enterprises, Inc. (the “Company”) to Hubert Patricot are described below in this Restricted Stock Unit Award Agreement (the “Agreement”).
SHAREHOLDERS’ AGREEMENTShareholders Agreement • December 15th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters
TAX SHARING AGREEMENTTax Sharing Agreement • October 5th, 2010 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters
This Tax Sharing Agreement (the “Agreement”) is entered into as of February 25, 2010 by and among Coca-Cola Enterprises Inc., a Delaware corporation (“CCE”), International CCE, Inc., a Delaware corporation (“Splitco”), and The Coca-Cola Company, a Delaware corporation (“TCCC” and together with CCE and Splitco, each a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Business Separation and Merger Agreement, dated as of February 25, 2010, between CCE, Splitco, TCCC and Cobalt Subsidiary LLC, a Delaware limited liability company (the “Merger Agreement”).
Coca-Cola Enterprises, Inc. Form of Restricted Stock Unit Agreement for Senior Officers in the United Kingdom (For Awards Made After 2013)Restricted Stock Unit Agreement • March 3rd, 2014 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Georgia
This grant is made under the Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan (As Amended February 7, 2012) (the “Plan”), the terms of which are incorporated into this Agreement. All capitalized terms in the Agreement shall have the meaning assigned to them in this Agreement or in the Plan.
EUROPEAN REFRESHMENTS, COCA-COLA GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG AND VIVAQA BETEILIGUNGS GMBH & CO. KG AND [ORANGE] BLACK CONTRIBUTION AGREEMENTShare Transfer Agreement • August 12th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters
FIRST AMENDMENTCredit Agreement • April 30th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • New York
FIRST AMENDMENT dated as of April 30, 2015 (this “Amendment”), to the Five-Year Credit Agreement, dated as of September 20, 2012 (the “Credit Agreement”), among Coca-Cola Enterprises, Inc., a Delaware corporation (the “Borrower”), Citibank, N.A. as administrative agent, Deutsche Bank Securities Inc. (“DBSI”) as syndication agent, Credit Suisse Securities (USA) LLC (“CS Securities”) as documentation agent, Citigroup Global Markets, Inc. (“CGMI”), DBSI and CS Securities, as joint book-running managers and joint lead arrangers, and the Lenders thereunder.
International CCE Inc.Underwriting Agreement • September 14th, 2010 • International CCE Inc. • Bottled & canned soft drinks & carbonated waters
Coca-Cola Enterprises, Inc. Form of Performance Share Unit Agreement for Senior Officers in the United StatesPerformance Share Unit Agreement • November 3rd, 2010 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters
This grant was made under the Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan (the “Plan”), the terms of which are incorporated into this document. All capitalized terms in this agreement (the “Agreement”) shall have the meaning assigned to them in this Agreement or in the Plan.
AGREEMENT BY AND AMONG CERTAIN WHITE DIRECTOR SHAREHOLDERS, THE COCA-COLA COMPANY COCA-COLA IBERIAN PARTNERS, S.A. And SPARK ORANGE LIMITED DATED AS OF AUGUST 6, 2015Shareholder Agreement • August 12th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Delaware
THIS AGREEMENT, dated as of August 6, 2015 (the “Agreement”) by and among each of those persons whose names are listed in the table in the schedule to this Agreement (each of whom, a “White Director Shareholder”), The Coca-Cola Company, a Delaware corporation (“Red”), and Coca-Cola Iberian Partners, S.A., a company incorporated in Spain (registered number A-86.561.412), whose registered office is at Paseo de la Castellana, 259-C (Torre de Cristal), Floor 9, 28046, Madrid (“Olive”) and Spark Orange Limited, a private limited company incorporated in England (“Orange”).
CORPORATE NAME LETTER The Coca-Cola Company Coca-Cola Plaza Atlanta, Georgia October 2, 2010Corporate Name Letter • October 5th, 2010 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters
AMENDMENT NO. 1 TO BUSINESS SEPARATION AND MERGER AGREEMENTBusiness Separation and Merger Agreement • September 7th, 2010 • International CCE Inc. • Bottled & canned soft drinks & carbonated waters • Delaware
Amendment No. 1 (this “Amendment”), dated as of September 6, 2010, to that certain Business Separation and Merger Agreement, dated as of February 25, 2010 (the “Merger Agreement”), by and among COCA-COLA ENTERPRISES INC., a Delaware corporation (“CCE”), INTERNATIONAL CCE, INC., a Delaware corporation (“Splitco”), THE COCA-COLA COMPANY, a Delaware corporation (“TCCC”), and COBALT SUBSIDIARY LLC, a Delaware limited liability company (“Merger Sub” and together with CCE, Splitco and TCCC, each a “Party” and collectively, the “Parties”).
Coca-Cola Enterprises, Inc. Form of Restricted Stock Unit Agreement for Senior Officers in the United StatesRestricted Stock Unit Agreement • November 3rd, 2010 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters
This grant was made under the Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan (the “Plan”), the terms of which are incorporated into this document. All capitalized terms in this agreement (the “Agreement”) shall have the meaning assigned to them in this Agreement or in the Plan.
Coca-Cola Enterprises, Inc. Form of Performance Share Unit Agreement For Senior Officers in the United StatesPerformance Share Unit Agreement • February 8th, 2013 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters
This grant was made under the Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan (As Amended Effective February 7, 2012) (the “Plan”), the terms of which are incorporated into this document. All capitalized terms in this agreement (the “Agreement”) shall have the meaning assigned to them in this Agreement or in the Plan.
Coca-Cola Enterprises, Inc. Form of 2015 New Hire Restricted Stock Unit Award Chief Operating Officer As of [_____ X, 201x], Coca-Cola Enterprises, Inc. (the “Company”) hereby grants to you ___________ restricted stock units.Restricted Stock Unit Award • October 29th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Georgia
The terms and conditions applicable to this New Hire Restricted Stock Unit Award (“RSU Award,” or “Award”) are described below in this Award Agreement (the “Agreement”). This grant is made under the Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan, as amended February 7, 2012 (the “Plan”), the terms of which are incorporated into this Agreement. All capitalized terms in the Agreement shall have the meaning assigned to them in this Agreement or in the Plan.
Coca-Cola Enterprises, Inc. Form of Performance Share Unit Agreement For Senior Officers in the United KingdomPerformance Share Unit Agreement • February 8th, 2013 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Georgia
This grant was made under the Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan (As Amended Effective February 7, 2012) (the “Plan”), the terms of which are incorporated into this document. All capitalized terms in this agreement (the “Agreement”) shall have the meaning assigned to them in this Agreement or in the Plan.
Olive Contribution Agreement AMONG [Olive HoldCo] as Transferor AND [Orange] as Transferee [Place], [Date]Share Transfer Agreement • August 12th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters
The share capital of the Company is fully subscribed and paid up and amounts to EUR 1,517,000,000; it is divided into 1,517,000,000 ordinary nominative shares, of the same class, B series, numbered 1-B to 1,517,000,000-B, both included, with a face value of EUR 1 each.
Coca-Cola Enterprises, Inc. Form of Stock Option Agreement for Senior Officers in the United StatesStock Option Agreement • November 3rd, 2010 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters
This grant was made under the Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan (the “Plan”), the terms of which are incorporated into this document. All capitalized terms in this agreement (the “Agreement”) shall have the meaning assigned to them in this Agreement or in the Plan.
Coca-Cola Enterprises, Inc. Form of Approved Option Agreement for Senior Officers in the United Kingdom Under the UK Approved SubplanApproved Option Agreement • November 3rd, 2010 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Georgia
This grant was made under the Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan (the “Plan”) and the UK Approved Subplan (the “Subplan”), the terms of which are incorporated into this document. In the event of any conflict between the rules of the Plan and the Subplan, the provisions of the Subplan will prevail. All capitalized terms in this Approved Option Agreement (the “Agreement”) shall have the meaning assigned to them in this Agreement, the Plan or the Subplan.
Deed of AdherenceDeed of Adherence • December 15th, 2015 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters
THIS AGREEMENT is made 21st June 2011Employment Agreement • October 24th, 2013 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • England and Wales
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Orange MergeCo, LLCLimited Liability Company Agreement • June 1st, 2016 • Coca-Cola European Partners Us, LLC • Bottled & canned soft drinks & carbonated waters • Delaware
This First Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Orange MergeCo, LLC, a Delaware limited liability company (the “Company”), dated as of April 22, 2016, is entered into by the member signatory hereto (the “Existing Member”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 16th, 2016 • Coca-Cola European Partners Us, LLC • Bottled & canned soft drinks & carbonated waters • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of June 14, 2016 (this “First Supplemental Indenture”), between Coca-Cola European Partners US, LLC (as successor by merger to Coca-Cola Enterprises, Inc. (formerly International CCE Inc.) (“CCE”)), a Delaware limited liability company (the “Issuer”), whose principal office is located at 2500 Windy Ridge Parkway, Atlanta, Georgia, 30339, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
Coca-Cola Enterprises, Inc.Restricted Stock Unit Award Agreement • October 24th, 2013 • Coca-Cola Enterprises, Inc. • Bottled & canned soft drinks & carbonated waters • Georgia
The terms and conditions applicable to this special restricted stock unit award (“Special RSU Award,” “RSU Award” or “Award”) granted to you by Coca-Cola Enterprises, Inc. (the “Company”) are described below in this 2012 Restricted Stock Unit Award Agreement (the “Agreement”). This grant is made under the Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan (As Amended February 7, 2012) (the “Plan”), the terms of which are incorporated into this Agreement. All capitalized terms in the Agreement shall have the meaning assigned to them in this Agreement or in the Plan.
