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EXHIBIT 1.3
[FORM OF]
AGREEMENT RELATING TO PURCHASE OF NOTES
THIS AGREEMENT dated as of _______ __ , 199__ (this "Agreement") by
and between Coca-Cola Enterprises Inc. (the "Company") and [NEW AGENT] ("[NEW
AGENT]") relates to the AMENDED AND RESTATED DISTRIBUTION AGREEMENT dated as of
November 6, 1992 (the "Distribution Agreement"), by and among the Company,
Salomon Brothers Inc ("Salomon Brothers") and Shearson Xxxxxx Brothers Inc.
("Xxxxxx Brothers" and together with Salomon Brothers, the "Original Agents").
R E C I T A L S
WHEREAS, the Distribution Agreement was entered into in connection
with the issue and sale by the Company of its Notes;
WHEREAS, the Distribution Agreement provided for the sale of Notes by
the Company to or through the Original Agents and reserved the Company's right
to offer Notes for sale otherwise than through an Original Agent and to solicit
and accept offers to purchase Notes through an agent other than an Original
Agent;
WHEREAS, the Company and [NEW AGENT] are entering into a Terms
Agreement (the "Terms Agreement") whereby [NEW AGENT] agrees to buy from the
Company, and the Company agrees to sell to [NEW AGENT], [AMOUNT] principal
amount of [TYPES OF NOTES] (the "[NOTES]");
WHEREAS, in accordance with the Distribution Agreement, the Company
and [NEW AGENT] desire to enter into an agreement solely in connection with the
purchase of the [NOTES] by [NEW AGENT] from the Company, which agreement
contains terms and conditions with respect to such purchase which are
substantially the same as the terms and conditions that would apply to such a
purchase by the Original Agents pursuant to a Terms Agreement generally.
NOW, THEREFORE, in consideration of the mutual promises and the mutual
covenants made herein and in the Distribution Agreement and other valuable
consideration and with the intent to be legally bound thereby, it is agreed as
follows:
1. Subject to the terms and conditions set forth or incorporated
herein and in the Terms Agreement, the Company hereby appoints [NEW AGENT] as
agent with respect to the resale to others of the [NOTES] to be purchased from
the Company by [NEW AGENT] as principal pursuant to the Terms Agreement. [NEW
AGENT] is authorized to utilize a selling or dealer group in connection with
the resale of the [NOTES] to others. The Company and [NEW AGENT] agree that
the obligation of [NEW AGENT] to purchase the [NOTES] pursuant to the Terms
Agreement is subject to the accuracy of the representations and warranties of
the Company set forth or incorporated herein, to the accuracy of the statements
of the Company's officers made in any certificate which may be required
pursuant to the provisions hereof or of the Terms Agreement, and to the
performance and observance by the Company of all of its covenants and
agreements set forth or incorporated herein. Capitalized terms not otherwise
defined herein shall have the meanings given such terms in the Distribution
Agreement.
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2. This Agreement incorporates the terms and provisions of
Sections 2, 3(b) and (c), 4(a) through (i), 7(b) through (d) (including the
applicable portions of Sections 5(a) through (c) referred to therein), 8
through 11, 12(b) and (c), 15, 17 and 18 of the Distribution Agreement and the
related definitions solely in connection with the purchase by [NEW AGENT] of
the [NOTES] pursuant to the Terms Agreement, and each party hereto acknowledges
and agrees to be bound by such terms and provisions. Notwithstanding the above
incorporation of the terms and provisions of Section 4(a) through (i) and
Section 7(b) through (d) of the Distribution Agreement into this Agreement, the
Company, for purposes of this Agreement, shall be required to comply with the
provisions of Section 4(a) through (f) and with the provisions of Section 7(b)
through (d) of the Distribution Agreement only during the period from the date
hereof through the Settlement Date with respect to the [NOTES] and, thereafter,
during the period that [NEW AGENT] holds any [NOTES] as principal but in no
event subsequent to the expiration of 90 days following the Settlement Date
with respect to the [NOTES].
3. On the date hereof and on the Settlement Date, counsel to [NEW
AGENT] shall have been furnished with such documents and opinions as such
counsel may reasonably require for the purpose of enabling such counsel to pass
upon the issuance and sale of the [NOTES] as contemplated herein and in the
Terms Agreement and related proceedings, or in order to evidence the accuracy
and completeness of any of the representations and warranties, or the
fulfillment of any of the conditions, set forth or incorporated herein or in
the Terms Agreement; and all proceedings taken by the Company in connection
with the issuance and sale of the [NOTES] as contemplated herein and in the
Terms Agreement shall be satisfactory in form and substance to [NEW AGENT] and
to its counsel.
If any condition set forth or incorporated herein or in the
Terms Agreement shall not have been fulfilled when and as required to be
fulfilled and has not been waived prior to the Settlement Date, this Agreement
and the Terms Agreement may be terminated by [NEW AGENT] by notice to the
Company at any time and any such termination shall be without liability of any
party to any other party, except that the provisions concerning payment of
expenses under Section 10 of the Distribution Agreement, the indemnity and
contribution agreements set forth in Sections 8 and 9 thereof, the provisions
concerning the representations, warranties and agreements to survive delivery
of Section 11 thereof and the provisions set forth under "Parties" of Section
15 thereof shall remain in effect.
4. The Company shall provide each Original Agent with a copy of
this Agreement promptly following the execution hereof.
5. This Agreement and all the rights and obligations of the
parties hereto shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements made and to be performed in
such State. Any suit, action or proceeding brought by the Company against [NEW
AGENT] in connection with or arising under this Agreement shall be brought
solely in the state or federal court of appropriate jurisdiction located in the
Borough of Manhattan, the City of New York.
6. All notices, requests and consents hereunder shall be in
writing, either delivered by hand, by mail (first-class registered mail or
certified mail, postage prepaid) or by telex, telecopy or telegram, and any
such notice shall be effective when received at the address set forth below.
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a. If to Company:
Coca-Cola Enterprises Inc.
0000 Xxxxx Xxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Vice President and Treasurer
b. If to Xxxxxx Brothers:
Shearson Xxxxxx Brothers Inc.
World Financial Center
American Express Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Medium Term Note Department
c. If to Salomon Brothers:
Salomon Brothers Inc
Seven Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Medium Term Note Group
d. If to [NEW AGENT]
[name]
[address]
Attention:____________________________
or as to any party hereto, at such address or other address, as applicable, as
shall be notified by such party to the other parties.
7. This Agreement may be executed in several counterparts, each
of which shall be deemed an original hereof.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered as of the date and year first above
written.
COCA-COLA ENTERPRISES INC.
By:
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Name:
Title:
[NEW AGENT]
By:
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Name:
Title:
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