EXHIBIT C
AGREEMENT
THIS AGREEMENT, effective as of the first day of January, 1991 (the
Agreement), between The Coca-Cola Company, a Delaware corporation (KO), and
Coca-Cola Enterprises Inc., a Delaware corporation (CCE),
WITNESSETH:
WHEREAS, the Board of Directors of CCE has determined that it is in the
best interests of CCE to purchase up to 15,000,000 outstanding shares of the
Common Stock, par value $1.00 per share, of CCE (the CCE Common Stock) through a
share repurchase program, all subject to an agreement between KO and CCE to the
effect that KO would sell CCE Common Stock to CCE (the Repurchase Program); and
WHEREAS, KO and CCE deem it advisable for the benefit of KO and CCE, and
their respective shareholders, that in conjunction with said Repurchase Program,
CCE repurchase shares of CCE Common Stock owned by KO and its direct and
indirect wholly owned subsidiaries (the KO Holders) on the terms and subject to
the conditions set forth in this Agreement; and
WHEREAS, KO and CCE agree that both will benefit from the KO Holders
continuing to hold 49 percent of the outstanding shares of CCE Common Stock and
wish to provide for such; and
WHEREAS, KO and CCE wish to provide for certain additional matters
described herein in connection with such repurchase of shares of CCE Common
Stock from the KO Holders;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth herein, KO and CCE, intending to be legally bound, agree as follows:
Section 1. Obligation of CCE to Repurchase Additional Shares of CCE Common
Stock from KO in Certain Circumstances.
In the event that at any time and from time to time during the Repurchase
Program CCE repurchases from shareholders other than the KO Holders a number of
shares of CCE Common Stock that causes the KO Holders to own, in the aggregate,
more than 49 percent of the then outstanding shares of common stock of CCE, CCE
shall thereafter have an obligation to repurchase additional shares of CCE
Common Stock from the KO Holders as KO shall direct in accordance with this
Section 1 at a price to be determined in accordance with this Section 1. CCE
shall from time to time repurchase from the KO Holders and KO shall cause the KO
Holders to sell, transfer and deliver to CCE, such number of shares of CCE
Common Stock (rounded to the nearest whole share) which shall restore the KO
Holders to a 49 percent aggregate ownership interest in CCE at per share prices
equal to the weighted average price (less commissions.) paid under the
Repurchase Program for the shares which cause the ownership interest of the KO
Holders to exceed 49 percent (the Imbalance Shares). At not time shall CCE
repurchase a number of shares from the public which would cause the KO
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Holders to own, in the aggregate at any specific time, 50 percent or more
of the outstanding common shares of CCE. KO shall have sole discretion as to the
allocation of shares to be repurchased pursuant to this Section 1 among the KO
Holders. Closing of any sale by KO to CCE of additional shares of CCE Common
Stock to CCE pursuant to this Section 1 shall be made effective as of the close
of business on the last business day of each week during the term of the
Repurchase Program and on the last business day in each calendar year during the
term of the Repurchase Program at KOs offices in Atlanta, Georgia. Payment for
the shares shall be made by CCE in immediately available funds by wire transfer
in accordance with KOs written instructions upon tender of certificates
evidencing the number of shares of CCE Common Stock equal to the shares to be
repurchased accompanied by executed stock powers by noon on the third business
day in the week following the week in which CCE purchased the Imbalance Shares
or on the last business day of the applicable calendar year.
Section 2. Notices to KO.
CCE shall give KO written notice at the close of the first business day
after the last business day of each week during the terms of the Repurchase
Program, and at the close of business on the second day preceding the last
business day in each calendar year during the term of the Repurchase Program, of
the number of shares of CCE Common Stock repurchased pursuant to the Repurchase
Program through such date.
Section 3. CCE to Take No Contravening Action.
CCE agrees not to take any action or omit to take any action, in connection
with the Repurchase Program or otherwise, that would result in its being
prohibited from complying or would cause it to be unable to comply with its
obligations to KO under this Agreement, or to permit any subsidiary to take or
omit to take any such action.
Section 4. General.
(a) KO represents and warrants to CCE that the execution, delivery and
performance of this Agreement has been duly authorized by all required corporate
action on the part of KO. CCE represents and warrants to KO that the execution,
delivery and performance of this Agreement has been duly authorized by all
required corporate action on the part of CCE.
(b) Any notice or other communication required or permitted under this
Agreement shall be effective only when it is in writing and actually delivered
either (i) by hand, (ii) by facsimile transmission or telegram, or (iii) by
registered or certified mail, postage-prepaid, return receipt requested,
addressed as follows:
(A) If to KO:
The Coca-Cola Company
Xxx Xxxx-Xxxx Xxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn: Treasurer
Telecopy: 000-000-0000
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With a copy to:
The Coca-Cola Company
Xxx Xxxx-Xxxx Xxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn: Assistant Secretary
Telecopy: 000-000-0000
(B) if to CCE:
Coca-Cola Enterprises Inc.
Xxxx-Xxxx Xxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn: Treasurer
Telecopy: 000-000-0000
With a copy to:
Coca-Cola Enterprises Inc.
Xxxx-Xxxx Xxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attn: General Counsel
Telecopy: 000-000-0000
or such other address, telecopy number or person as either party may
designate by notice to the other party, and shall be deemed to have been given
as of the date received.
(c) This Agreement is binding upon and is for the benefit of the parties
hereto and their respective successors, legal representatives and assigns, and
no person not a party hereto shall have any rights or benefits under this
Agreement, either as a third-party beneficiary or otherwise. This Agreement and
the rights and obligations hereunder shall not be assignable to any person.
(d) KO and CCE recognize and hereby acknowledge that it would be impossible
to measure in money the damages that would result to a party hereto by reason of
the failure of any of the parties hereto to perform any of the obligations
imposed on it by this Agreement. Accordingly, if any party hereto shall
institute an action or proceeding seeking specific enforcement of the provisions
hereof, the party hereto against which such action or proceeding is brought
hereby waives the claim or defense that the party instituting such action or
proceeding has an adequate remedy at law and hereby agrees not to urge in any
such action or proceeding the claim or defense that such a remedy at law exists.
(e) KO and CCE agree that time is of the essence with respect to the
obligations of each party under this Agreement.
(f) The headings in this Agreement are inserted for convenience and
reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.
(g) This Agreement may be executed in two counterparts, each of which shall
be deemed an original, but both of which shall together constitute one and the
same instrument.
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(h) This Agreement constitutes the entire agreement between the parties and
supersedes any and all prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof and thereof.
(i) This Agreement shall be governed by the laws of the State of Georgia.
IN WITNESS WHEREOF, the undersigned have each caused this Agreement to be
executed and delivered by their respective duly authorized officers, all as of
the date first above written.
THE COCA-COLA COMPANY
BY: /s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
Vice President & Treasurer
COCA-COLA ENTERPRISES INC.
BY: /s/ XXXXXXX X. XXXXXXXXX
------------------------------
Xxxxxxx X. Xxxxxxxxx
Vice President & Treasurer
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