EXHIBIT 1.01
COCA-COLA ENTERPRISES INC.
(a Delaware corporation)
Senior Debt Securities
TERMS AGREEMENT
Date: September 8, 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: $275,000,000
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: 99.920%, plus accrued interest
from September 11, 1998
Other Provisions:
The Senior Debt Securities will be redeemable as a
whole or in part, at the option of the Company, on no
PAGE
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.
PAGE
"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 11, 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.
PAGE
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 2028
Credit Suisse First Boston Corporation $137,500,000
Xxxxxx Xxxxxxx & Co. Incorporated $137,500,000
Total $275,000,000
CREDIT SUISSE FIRST BOSTON
CORPORATION
XXXXXX XXXXXXX & CO. INCORPORATED
BY CREDIT SUISSE FIRST BOSTON
CORPORATION
S/ XXXX X. XXXXXXXXX
By_________________________
Name: Xxxx X. Xxxxxxxxx
Title: Managing Director
Accepted:
COCA-COLA ENTERPRISES INC.
S/ XXXXX X. XXXXXX
By___________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President and Treasurer
PAGE
