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EXHIBIT 2.3
SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT
We refer to the agreement dated 9th August, 1996 between
(1) Cadbury Schweppes Public Limited Company; (2) Coca-Cola
Holdings (United Kingdom) Limited; (3) The Coca-Cola Company;
(4) Bottling Holdings (Great Britain) Limited; and (5) Coca-Cola
Enterprises Inc. for the sale and purchase of all the
issued share capital of Amalgamated Beverages (Great Britain)
Limited as amended by an agreement dated 29th November, 1996
("the Agreement").
Unless defined otherwise in this agreement, words and
expressions defined in the Agreement have the same meaning in
this agreement.
We agree that:
1. Agreed Forms of the Tax Deed, UBS Letter of Credit, side
letter relating to the Notes and Note Instrument amended
as agreed between the parties to each of those documents
(the revised forms of which documents have been
initialled for the purpose of identification by Cadbury
Schweppes' Solicitors (in the case of documents to be
executed by Cadbury Schweppes or a member of the Cadbury
Schweppes' Group), Coca-Cola's Solicitors (in the case of
documents to be executed by Coca-Cola or Coca-Cola UK or
a member of the Coca-Cola Group) and the Purchaser's
Solicitors (in the case of documents to be executed by
the Purchaser or Coca-Cola Enterprises) or by Cadbury
Schweppes' Solicitors, Coca-Cola's Solicitors and the
Purchaser's Solicitors in the case of all other
documents) shall replace the Agreed Forms of each of
those documents initialled by or on behalf of the parties
to those documents on 9th August, 1996;
2. The date of 16th December, 1996 in clause 4(4) of the
Agreement and in the definition of "Membership Transfer
Date" in Schedule 6 to the Agreement be extended to 29th
January, 1997 in each place where it occurs in each of
those provisions;
3. The date of 16th December, 1996 in clause 12(6) of the
Agreement shall be extended to 5th February, 1997;
4. The words "one of Pound Sterling 177,456,750 nominal and
two of Pound Sterling 160,000,000 nominal each" in the
definition of Notes in clause 1 of the Agreement be
replaced by "one of Pound Sterling 337,456,750 nominal
and one of Pound Sterling 160,000,000 nominal";
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5. The sum of "Pound Sterling 177,456,750" in clause 11(7)
of the Agreement be replaced by the sum of "Pound
Sterling 337,456,750";
6. The words "and an irrevocable standby letter of credit
from Deutsche Bank to Cadbury Schweppes, which letters of
credit shall in the aggregate equal the amount of the
Notes," be added before the phrase "in the Agreed Form"
at the end of the definition of "UBS Letter of Credit" in
clause 1 of the Agreement; and
7. The words "unless the dividend is payable by CCSB to ABGB
after 31st December, 1996 (and in the case of such a
dividend payable after 31st December, 1996 the Sellers
shall procure (so far as they are able to do so) that
CCSB is neither required to give nor precluded from
giving notice to the collector under section 247(3) Taxes
Act 1988 that the group income election is not to have
effect in relation to that dividend so long as the
Sellers are not thereby prejudiced)" shall be added to
clause 11(2)(g) of the Agreement after the words
"Corporation Xxxxx Xxx 0000".
We agree that Section 2 of Schedule 10 to the Agreement shall
be deemed to include this agreement and a further letter to be
sent by Cadbury Schweppes plc to Coca-Cola Holdings (United
Kingdom) Limited and copied to Coca-Cola Enterprises Inc.
which amends the letter identified in paragraph 4 of Section 2
of Schedule 10 to the Agreement.
All other provisions of the Agreement shall remain in full
force and effect and references to the Agreement shall be to
the Agreement as amended by this agreement.
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This agreement shall be governed by and construed in
accordance with English law and the provisions of clauses 19,
20, 22 and 26(2) of the Agreement shall apply to this
agreement as if repeated in it.
SIGNED by S/ XXXXX X. XXXXXXX )
for and on behalf of CADBURY )
SCHWEPPES PUBLIC LIMITED )
COMPANY )
DECEMBER 16, 1996
Date: ....................................................
SIGNED by S/ XXXXX X. XXXXX )
for and on behalf of COCA-COLA )
HOLDINGS (UNITED KINGDOM) )
LIMITED )
DECEMBER 16, 1996
Date: ....................................................
SIGNED by S/ XXX X. XXXXXX )
for and on behalf of THE COCA-COLA )
COMPANY )
DECEMBER 16, 1996
Date: ....................................................
SIGNED by S/ XXXXX X. XXXXXXXXX )
for and on behalf of BOTTLING )
HOLDINGS (GREAT BRITAIN) )
LIMITED )
DECEMBER 16, 1996
Date: ....................................................
SIGNED by S/ SUMMERFIELD X. XXXXXXXX, XX.)
for and on behalf of COCA-COLA )
ENTERPRISES INC. )
DECEMBER 16, 1996
Date: ....................................................
