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COCA-COLA
ENTERPRISES INC.
(a
Delaware corporation)
$275,000,000
Floating Rate Notes due 2011
TERMS
AGREEMENT
Date:
May 7, 2008
TO:
COCA-COLA ENTERPRISES INC.
2500
Windy Ridge Parkway
Atlanta,
Georgia 30339
Re:
Underwriting Agreement dated May 7, 2008.
SENIOR
DEBT SECURITIES
Title
of Senior Debt Securities: Floating Rate Notes due
2011
Principal
amount to be issued: $275,000,000
Current
ratings: A3 (Moody’s); A (S&P); A
(Fitch)
Interest
Rate: Three-month LIBOR, reset quarterly, plus 60
basis points
Interest
payment dates: February 6, May 6, August 6 and
November 6, beginning August 6, 2008
Date
of maturity: May 6, 2011
Redemption
provisions: None
Sinking
fund requirements: None
Delayed
Delivery Contracts: Not authorized.
Public
offering price: 100%, plus accrued interest, if
any, from May 12, 2008.
Purchase
price: 99.775%, plus accrued interest, if any, from
May 12, 2008 (payable in next day funds).
Applicable
Time: 4:37 P.M. on May 7, 2008.
Closing date
and location with respect to registered Securities: May
12, 2008 at 9 A.M. (New York City time), at the offices of Sidley
Austin LLP, 787 Seventh Avenue, New York, New York
10019.
Notice to
the Underwriters pursuant to Section 11 of the Underwriting
Agreement shall be given to: Deutsche Bank
Securities Inc., 60 Wall Street, New York, New York 10005,
Attention: Debt Capital Markets—Syndicate Desk,
Facsimile (212) 797-2202, and J.P. Morgan Securities Inc., 270 Park
Avenue, 8 th
Floor, New York, New York 10017, Attention: Investment
Grade Syndicate Desk, Facsimile (212) 834-6081.
Place
of delivery of Securities: New York, New
York
Additional
Agreement of the Underwriters: To the agreements of
the Underwriters included in Section 10 of the Underwriting
Agreement is added the following:
(e) Each
Underwriter represents that it is not subject to any pending
proceeding under Section 8A of the 1933 Act with respect to
the offering of Securities, and will promptly notify the
Company if any such proceeding against it is
initiated.
(f) In
relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (as defined
below) (each, a “Relevant Member State”), that
with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member
State (the “Relevant Implementation Date”) the
Underwriters represent that the Securities will not be offered
to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the Securities
which has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance
with the Prospectus Directive, except that, with effect from
and including the Relevant Implementation Date, an offer of
Securities may be made to the public in that Relevant Member
State at any time: (i) to legal entities which are
authorized or regulated to operate in the financial markets
or, if not so authorized or regulated, whose corporate purpose
is solely to invest in securities; (ii) to any legal entity
which has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total
balance sheet of
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