Programme Agreement



Exhibit 4.6


Dated 9th March, 1999


COCA-COLA ENTERPRISES INC.

as Issuer and Guarantor


- and -


COCA-COLA ENTERPRISES GREAT BRITAIN plc

as Issuer


- and -


ABN AMRO BANK N.V.

BANQUE LEHMAN BROTHERS

BANQUE NATIONALE DE PARIS

CREDIT SUISSE FIRST BOSTON (EUROPE)  LIMITED

DEUTSCHE BANK AG LONDON

LEHMAN BROTHERS INTERNATIONAL (EUROPE)

MIDLAND BANK plc

MORGAN STANLEY & CO. INTERNATIONAL LIMITED

SALOMON BROTHERS INTERNATIONAL LIMITED

SOCIÉTÉ GÉNÉRALE


and


UBS AG,

acting through its division Warburg Dillon Read

as Dealers

___________________________________


PROGRAMME AGREEMENT



in respect of a



U.S.$3,000,000,000



EURO MEDIUM TERM NOTE PROGRAMME



(Amended and Restated)



____________________________________








ALLEN & OVERY

London













	 	 	 	 
	CONTENTS
	Clause			Page
	1.	Definitions and Interpretation		2
	
	
	
	

	2.	Agreements to Issue and Purchase Notes		5
	
	
	
	

	3.	Conditions of Issue; Updating of Legal Opinions		7
	
	
	
	

	4.	Representations and Warranties		10
	
	
	
	

	5.	Undertakings of the Obligors		14
	
	
	
	

	6.	Indemnity		17
	
	
	
	

	7.	Authority to Distribute Documents		20
	
	
	
	

	8.	Dealers' Undertakings		20
	
	
	
	

	9.	Fees, Expenses and Stamp Duties		20
	
	
	
	

	10.	Termination of Appointment of Dealers		21
	
	
	
	

	11.	Appointment of New Dealers		21
	
	
	
	

	12.	Increase in the Aggregate Nominal Amount of the Programme		22
	
	
	
	

	13.	Status of the Dealers and the Arrangers		23
	
	
	
	

	14.	Counterparts		23
	
	
	
	

	15.	Communications		23
	
	
	
	

	16.	Benefit of Agreement		24
	
	
	
	

	17.	Calculation Agent		24
	
	
	
	

	18.	Stabilisation		24
	
	
	
	

	19.	Governing Law and Submission To Jurisdiction		24



Schedules
	 	 	 
	A.		Initial Documentation List
	B.		Selling Restrictions
	C.		Part I — Form of Dealer Accession Letter — Programme
			Part II — Form of Confirmation Letter — Programme
			Part III — Form of Dealer Accession Letter — Note Issue
			Part IV — Form of Confirmation Letter — Note Issue
	D.		Letter Regarding Increase in the Nominal Amount
	E.		Form of Subscription Agreement







Signatories

















PROGRAMME AGREEMENT

(Amended and Restated)

in respect of a

U.S.$3,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME


THIS AGREEMENT is made on 9th March, 1999 BETWEEN:



		
	 	(1)      COCA-COLA ENTERPRISES INC. of 2500 Windy Ridge Parkway, Suite 700,
Atlanta, Georgia 39339 (“CCE”);
	 
	 	(2)      COCA-COLA ENTERPRISES GREAT BRITAIN plc of Charter Place, Vine Street,
Uxbridge, London UB8 1EZ (“CCE GB”);
	 
	 	(3)      ABN AMRO BANK N.V. of 199 Bishopsgate, London EC2M 3XW;
	 
	 	(4)      BANQUE LEHMAN BROTHERS of 21 Rue Balzac, Etoile Saint Honoré, 75406
Paris, Cedex 8;
	 
	 	(5)      BANQUE NATIONALE DE PARIS of 16, boulevard des Italiens, 75009 Paris;
	 
	 	(6)      CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED of One Cabot Square, Canary
Wharf, London E14 4QJ;
	 
	 	(7)      DEUTSCHE BANK AG LONDON of 6 Bishopsgate, London EC2N 4DA;
	 
	 	(8)      LEHMAN BROTHERS INTERNATIONAL (EUROPE) (“Lehman Brothers”) of One
Broadgate, London EC2M 7HA;
	 
	 	(9)      MIDLAND BANK plc of c/o HSBC Markets Limited, Thames Exchange, 10 Queen
Street Place, London EC4R 1BQ;
	 
	 	(10)      MORGAN STANLEY & CO. INTERNATIONAL LIMITED of 25 Cabot Square, Canary
Wharf, London E14 4QA;
	 
	 	(11)      SALOMON BROTHERS INTERNATIONAL LIMITED of Victoria Plaza, 111
Buckingham Palace Road, London SW1W 0SB;
	 
	 	(12)      SOCIÉTÉ GÉNÉRALE of Tour Société Générale, 17 cours Valmy, 92987 Paris
La Défense Cedex; and
	 
	 	(13)      UBS AG, acting through its division Warburg Dillon Read, of 1 Finsbury
Avenue, London EC2M 2PG. 









IT IS HEREBY AGREED as follows:


WHEREAS:



		
	 	(A)      The parties hereto (other than UBS AG, acting through its division
Warburg Dillon Read), Citibank International plc and UBS Limited entered into a
Programme Agreement dated 25th September, 1997 (the “Original Programme
Agreement”) in respect of a U.S.$2,500,000,000 Euro Medium Term Note Programme;
	 
	 	(B)      The parties hereto have agreed to make certain modifications to the
Original Programme Agreement, including the modification referred to in recital
(C)  below and the increase in the size of the Programme to U.S.$3,000,000,000.
	 
	 	(C)      UBS Limited and Citibank International plc have resigned as Dealers
under the Programme and following the merger of Swiss Bank Corporation and Union
Bank of Switzerland, UBS AG, acting through its division Warburg Dillon Read,
has been appointed as a new Dealer.
	 
	 	(D)      This Agreement amends and restates the Original Programme Agreement. Any
Notes issued under the Programme on or after the date hereof shall be issued
pursuant to this Agreement. This does not affect any Notes issued under the
Programme prior to the date of this Agreement.



1.    DEFINITIONS AND INTERPRETATION


(1)    For the purposes of this Agreement, except where the context requires
otherwise:



		
	 	      “Agency Agreement” means the amended and restated agreement of even date
herewith between the Obligors, the Agent and the other paying agents referred to
therein under which the Agent is appointed as issuing agent, principal paying
agent and agent bank for the purposes of the Programme;
	 
	 	      “Agent” means The Chase Manhattan Bank as Agent under the Agency Agreement
and any successor agent appointed by the Obligors in accordance with the Agency
Agreement;
	 
	 	      “Agreement Date” means, in respect of any Note, the date on which agreement
is reached for the issue of such Note as contemplated in clause 2 which, in the
case of Notes issued on a syndicated basis or otherwise in relation to which a
Subscription Agreement is entered into, shall be the date upon which the
relevant Subscription Agreement is signed by or on behalf of all the parties;
	 
	 	      “Arrangers” means Lehman Brothers and any company appointed to the position
of arranger for the Programme or in respect of any particular issue of Notes
under the Programme and references in this Agreement to the “Arranger” shall be
references to the relevant Arranger;
	 
	 	      “Commission” means the United States Securities and Exchange Commission;









		

	 
	 	      “Confirmation Letter” means:





		
	 	   (a)      in respect of the appointment of a third party as a Dealer for the duration of the Programme, the Confirmation Letter substantially in the form set
out in Part II of Appendix C hereto; and





		
		
	 
	 	   (b)      in respect of the appointment of a third party as a Dealer for one
or more particular issue(s) of Notes under the Programme, the Confirmation
Letter substantially in the form set out in Part IV of Appendix C hereto;




		
	 	      “Dealer” means each of ABN AMRO Bank N.V., Banque Lehman Brothers, Banque
Nationale de Paris, Credit Suisse First Boston (Europe) Limited, Deutsche Bank
AG London, Lehman Brothers, Midland Bank plc, Morgan Stanley & Co. International
Limited, Salomon Brothers International Limited, Société Générale and UBS AG,
acting through its division Warburg Dillon Read and any New Dealer and excludes
any entity whose appointment has been terminated pursuant to clause 10, and
references in this Agreement to the “relevant Dealer” shall, in relation to any
Note, be references to the Dealer or Dealers with whom the relevant Issuer has
agreed the issue and purchase of such Note;
	 
	 	      “Dealer Accession Letter” means:




		
	 	   (a)      in respect of the appointment of a third party as a Dealer for the
duration of the Programme, the Dealer Accession Letter substantially in the form
set out in Part I of Appendix C hereto; and
	 
	 	   (b)      in respect of the appointment of a third party as a Dealer for one
or more particular issue(s) of Notes under the Programme, the Dealer Accession
Letter substantially in the form set out in Part III of Appendix C hereto;




		
	 	      “Exchange Act” means the Securities Exchange Act of 1934 of the United
States;
	 
	 	      “FSA” means the Financial Services Act 1986 of the United Kingdom;
	 
	 	      “Guarantee” means the Guarantee dated 9th March, 1999, substantially in the
form set out in Schedule 3 to the Agency Agreement, executed by CCE;
	 
	 	      “Group” means CCE and its consolidated subsidiaries;
	 
	 	      “Indemnified Person” means each Dealer or, as the case may be, each
Obligor, its affiliates and each person who controls such Dealer or, as the case
may be, such Obligor (within the meaning of section 15 of the Securities Act or
section 20 of the Exchange Act) and each of their directors, officers, employees
and agents;
	 
	 	      “Information Memorandum” means the Information Memorandum relating to the
Notes prepared in connection with the Programme as revised, supplemented or
amended from time to time by the Obligors in accordance with clause 5(2)
including, in relation to each Tranche of Notes, the Pricing Supplement relating
to such Tranche and such other documents as are from time to time incorporated
therein by reference except that for the purpose of clause 4(3) in respect of
the Agreement Date and the Issue Date, the Information Memorandum means the
Information Memorandum as at the Agreement Date but not including any subsequent
revision, supplement or amendment thereto;











		
	 	
	 
	 	      “Initial Documentation List” means the list of documents set out in
Appendix A to this Agreement;
	 
	 	      “Investment Company Act” means the Investment Company Act of 1940 of the
United States;
	 
	 	      “Issuer” means either of CCE or CCE GB, as the case may be, as the issuer
of Notes under the Programme and references in this Agreement to the “relevant
Issuer” should, in relation to any Note, be references to the Issuer, or
intended Issuer, of such Note;
	 
	 	      “Lead Manager” means, in relation to any Tranche of Notes, the person
defined as the Lead Manager in the applicable Subscription Agreement or when
only one Dealer signs such Subscription Agreement, such Dealer;
	 
	 	      “Listing Agent” means, in relation to any Notes which are, or are to be
listed on a Stock Exchange, such listing agent as the relevant Issuer may from
time to time appoint for the purposes of liaising with such Stock Exchange;
	 
	 	      “New Dealer” means any entity appointed as an additional Dealer in
accordance with clause 11;
	 
	 	      “Note” means a note issued or to be issued by an Issuer pursuant to this
Agreement, which Note may be represented by a Global Note or be in definitive
form;
	 
	 	      “Obligor” means each of CCE and CCE GB and together, the “Obligors”;
	 
	 	      “Paris Listed Notes” means Notes listed on the Paris Bourse;
	 
	 	      “Pricing Supplement” means the pricing supplement issued in relation to
each Tranche of Notes (substantially in the form of Annexe C to the Procedures
Memorandum) as a supplement to the Information Memorandum and giving details of
that Tranche;
	 
	 	      “Procedures Memorandum” means the Operating and Administrative Procedures
Memorandum as amended or varied from time to time (in respect of any Tranche) by
agreement between the relevant Issuer and the relevant Dealer or Lead Manager,
with the approval in writing of the Agent;
	 
	 	      “Programme” means the Euro Medium Term Note Programme in respect of which
this Agreement has been entered into;
	 
	 	      “Securities Act” means the Securities Act of 1933 of the United States;
	 
	 	      “Stock Exchange” means the Luxembourg Stock Exchange, the Paris Bourse or
any other or further stock exchange(s) on which any Notes may from time to time
be listed, and references in this Agreement to the “relevant Stock Exchange”
shall, in relation to any Notes, be references to the stock exchange or stock
exchanges on which such Notes are from time to time, or are intended to be,
listed; 











		
	 	      “Subscription Agreement” means an agreement (by whatever name called) in or
substantially in the form set out in Appendix E hereto or in such other form as
may be agreed between the relevant Issuer and the Lead Manager which agreement
shall be supplemental to this Agreement; and
	 
	 	      “Yen Notes” means Notes denominated or payable in Yen.




		
	 	(2)      Terms and expressions defined in the Agency Agreement, the Conditions
and/or the Pricing Supplement applicable to any Notes and not otherwise defined
in this Agreement shall have the same meanings in this Agreement, except where
the context otherwise requires.
	 
	 	(3)      In this Agreement, clause headings are inserted for convenience and ease
of reference only and shall not affect the interpretation of this Agreement.
	 
	 	(4)      All references in this Agreement to the provisions of any statute shall
be deemed to be references to that statute as from time to time modified,
extended, amended or re-enacted.
	 
	 	(5)      All references in this Agreement to an agreement, instrument or other
document (including this Agreement, the Agency Agreement, the Guarantee, any
Series of Notes and any Conditions appertaining thereto) shall be construed as a
reference to that agreement, instrument or document as the same may be amended,
modified, varied, supplemented, replaced or novated from time to time including,
but without prejudice to the generality of the foregoing, this Agreement as
supplemented by any Subscription Agreement.
	 
	 	(6)      Words denoting the singular number only shall include the plural number
also and vice versa; words denoting the masculine gender only shall include the
feminine gender also; and words denoting persons only shall include firms and
corporations and vice versa.
	 
	 	(7)      All references in this Agreement to Euroclear and/or Cedelbank shall,
wherever the context so permits, be deemed to include reference to any
additional or alternative clearing system (including, in the case of Paris
Listed Notes, Sicovam) approved by the relevant Issuer and the Agent.



2.    AGREEMENTS TO ISSUE AND PURCHASE NOTES



		
	 	(1)      Subject to the terms and conditions of this Agreement, either Issuer may
from time to time agree with any Dealer to issue, and any Dealer may agree to
purchase, Notes.
	 
	 	(2)      On each occasion upon which an Issuer and any Dealer agree on the terms
of the issue by such Issuer and purchase by such Dealer of one or more Notes:




		
	 	   (a)      such Issuer shall cause such Notes (which shall be initially
represented by a Temporary Global Note) to be issued and delivered to a












		
	 	common depositary for Euroclear and Cedelbank so that the securities account(s) with
Euroclear and/or with Cedelbank (as specified by such Dealer) is/are credited
with such Notes on the agreed Issue Date, as described in the Procedures
Memorandum; and
	 
	 	   (b)      the relevant Dealer or, as the case may be, the Lead Manager shall,
subject to such Notes being so credited, cause the net purchase moneys for such
Notes to be paid in the relevant currency by transfer of funds to the relevant
account(s) of the Agent with Euroclear and/or Cedelbank or (in the case of
syndicated issues) the relevant account of such Issuer so that such payment is
credited to such account for value on such Issue Date, as described in the
Procedures Memorandum.




		
	 	(3)      Unless otherwise agreed between the relevant Issuer and such Dealers,
where more than one Dealer has agreed with an Issuer to purchase a particular
Tranche of Notes pursuant to this clause, the obligations of such Dealers so to
purchase the Notes shall be joint and several.
	 
	 	(4)      Where an Issuer agrees with two or more Dealers to issue, and such
Dealers agree to purchase, Notes on a syndicated basis, such Issuer and CCE
(where the relevant Issuer is CCE GB) shall enter into a Subscription Agreement
with such Dealers. The relevant Issuer and CCE (where the relevant Issuer is CCE
GB) may also enter into a Subscription Agreement with one Dealer only.
	 
	 	(5)      The procedures which the parties intend should apply for the purposes of
issues not to be subscribed pursuant to a Subscription Agreement are set out in
Part 1 of Annexe A of the Procedures Memorandum. The procedures which the
parties intend should apply for the purposes of issues to be subscribed pursuant
to a Subscription Agreement are set out in Part 2 of Annexe A of the Procedures
Memorandum.
	 
	 	(6)      Any issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting requirements
apply (including on the date hereof, without limitation, Swiss francs, Yen,
French francs and Sterling) will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting requirements
from time to time. Without prejudice to the generality of the foregoing:




		
	 	   (a)      Issues of Notes denominated in Swiss francs or carrying a Swiss
franc related element with a maturity of more than one year (other than Notes
privately placed with a single investor with no publicity) will be effected in
compliance with the relevant regulations of the Swiss National Bank based on
article 7 of the Federal Law on Banks and Savings Banks of 8th November, 1934
(as amended) and article 15 of the Federal Law on Stock Exchanges and Securities
Trading of 24th March, 1995 in connection with article 2, paragraph 2 of the
Ordinance of the Federal Banking Commission on Stock Exchanges and Securities
Trading on 2nd December, 1996. Under the said regulations, the relevant Dealer
or, in the case of a syndicated issue, the Lead Manager (the “Swiss Dealer”),
must be a bank domiciled in Switzerland (which includes branches or subsidiaries
of a












		
	 	foreign bank located in Switzerland) or a securities dealer duly licensed
by the Swiss Federal Banking Commission pursuant to the Federal Law on Stock
Exchanges and Securities Trading of 24th March, 1995. The Swiss Dealer must
report certain details of the relevant transaction to the Swiss National Bank no
later than the Issue Date of the relevant Notes.
	 
	 	   (b)      The Obligors will ensure that Yen Notes will only be issued in
compliance with applicable Japanese laws, regulations, guidelines and policies.
The Obligors or their designated agents shall submit such reports or information
as may be required from time to time by applicable laws, regulations and
guidelines promulgated by Japanese authorities in the case of Yen Notes. Each
Dealer agrees to provide any necessary information relating to Yen Notes to the
Obligors (which shall not include the names of clients) so that the Obligors may
make any required reports to the Japanese Ministry of Finance through its
designated agent.
	 
	 	   (c)      In respect of Notes denominated in French francs or euro that are issued
as an appel public à l’épargne in France, the Dealers, CCE and CCE GB undertake
to comply with the guidelines provided by the letter dated 1st October, 1998
from the French Ministry of the Economy, Finance and Industry to the Président
of the Association Françaises des Establissements de Crédit et des Entreprises
d’Investissement.
	 
	 	   (d)      In relation to each issue of Notes in respect of which the proceeds
of issue are accepted by the relevant Issuer in the United Kingdom. The Obligors
will comply with all applicable laws and regulations (as amended from time to
time) of United Kingdom authorities and relevant in the context of the issue of
such Notes, and shall submit (or procure the submission on its behalf of) such
reports or information as may from time to time be required for compliance with
such laws and regulations. The relevant Issuer shall ensure that such Notes
shall have the maturities and denominations as required by such laws and
regulations. In particular, in relation to Notes which are to fall under the
Banking Act (Exempt Transactions) Regulations 1997, the Obligors undertake to
comply with the terms of such Regulations and to ensure that any Notes which are
to fall thereunder are only issued in compliance with the terms thereof.




		
	 	      The restrictions set out in sub-clause (a) to (d) above in relation to the
currencies mentioned in such sub-clauses shall only apply insofar as they are
consistent with the relevant regulations of the appropriate regulatory bodies or
are necessary to comply with applicable laws, guidelines, regulations,
restrictions or reporting requirements from time to time. On each occasion when
any such regulatory body amends or introduces any relevant regulation, the
restrictions above shall be deemed to be amended accordingly.



3.   CONDITIONS OF ISSUE; UPDATING OF LEGAL OPINIONS


(1)   First issue



		
	 	      Before either Issuer reaches its first agreement with any Dealer for the issue
and purchase










		
	 	of Notes, each Dealer shall have received, and found satisfactory
(in its reasonable opinion) all of the documents and confirmations described in
the Initial Documentation List. Any Dealer must notify the Arranger and CCE
within seven London business days of receipt of the documents and confirmations
described in the Initial Documentation List if it considers any to be
unsatisfactory in its reasonable opinion.




(2)   Each issue



		
	 	The obligations of a Dealer under any agreement for the issue and purchase of
Notes made pursuant to clause 2 are conditional upon:




		
	 	   (a)      (save as expressly disclosed in writing by the relevant Issuer to
the relevant Dealer prior to such relevant Agreement Date) there having been, as
at the proposed Issue Date, no adverse change from that set forth in the
Information Memorandum as at the relevant Agreement Date in the condition
(financial or otherwise) of the relevant Issuer, CCE (where the relevant Issuer
is CCE GB) or the Group (taken as a whole) which, in any case, is material in
the context of the issue and offering of the Notes, nor the occurrence of any
event making untrue or incorrect to an extent which is material as aforesaid any
of the warranties contained in clause 4;
	 
	 	   (b)      there being no outstanding breach of any of the obligations of the
relevant Issuer or CCE (where the relevant Issuer is CCE GB) under this
Agreement, any Notes, the Agency Agreement or the Guarantee which is material in
the context of the issue and offering of the Notes and which has not been waived
by the Dealer on or prior to the proposed Issue Date;
	 
	 	   (c)      subject to clause 12, the aggregate nominal amount of the Notes to
be issued, when added to the aggregate nominal amount of all Notes outstanding
(as defined in the Agency Agreement) on the proposed Issue Date (excluding for
this purpose Notes due to be redeemed on such Issue Date) not exceeding
U.S.$3,000,000,000 or its equivalent in other currencies as determined pursuant
to sub-clause (5);
	 
	 	   (d)      in the case of Notes which are intended to be listed, the relevant
Stock Exchange having agreed to list such Notes, subject only to the issue of
the relevant Temporary Global Note;
	 
	 	   (e)      no meeting of the holders of Notes (or any of them) having been
duly convened but not yet held or, if held but adjourned, the adjourned meeting
having not been held and neither the relevant Issuer nor CCE (where the relevant
Issuer is CCE GB) having been given notice of circumstances which would lead to
the convening of such a meeting;
	 
	 	   (f)      there having been, between the Agreement Date and the Issue Date
for such Notes, in the opinion of the relevant Dealer (after prior consultation
with the relevant Issuer if practicable), no such change in national or
international financial, political or economic conditions or currency exchange
rates or exchange controls as would, in the opinion of the relevant Dealer be









		
	 	likely to either (i) prejudice materially the sale by such Dealer of the Notes
proposed to be issued or (ii) materially change the circumstances prevailing at
the Agreement Date;
	 
	 	   (g)      there having been, between the Agreement Date and the Issue Date,
no downgrading in the rating of any of the relevant Issuer’s and/or CCE’s (where
the relevant Issuer is CCE GB) debt by Standard & Poor’s Ratings Services, a
Division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”) or Moody’s
Investors Service Limited (“Moody’s”) or the placing on “Creditwatch” with
negative implications or similar publication of formal review by the relevant
rating agency;
	 
	 	   (h)      the forms of the Pricing Supplement, the Temporary Global Note, the
Permanent Global Note and the Definitive Notes in relation to the relevant
Tranche and the relevant settlement procedures having been agreed by the
relevant Issuer, the relevant Dealer and the Agent;
	 
	 	   (i)      the relevant currency being accepted for settlement by Euroclear
and Cedelbank;
	 
	 	   (j)      (except in the case of calculations or determinations to be made by
the relevant Dealer) any calculations or determinations which are required by
the relevant Conditions to have been made prior to the Issue Date having been
duly made; and
	 
	 	   (k)      in the case of Notes which are intended or required to be listed on
the Paris Bourse, the registration numbers for the Programme and the visa number
for the relevant issue of Notes having been obtained, the consent to such
listing having been received from the Conseil des Marchés Financiers and the
required notice légale having been published in the Bulletin des Annonces
Légales Obligatoires.




		
	 	      In the event that any of the foregoing conditions is not satisfied, the
relevant Dealer shall be entitled (but not bound) by notice to the relevant
Issuer to be released and discharged from its obligations under the agreement
reached under clause 2.



(3)   Waiver



		
	 	Any Dealer, on behalf of itself only, may by notice in writing to the relevant
Issuer waive any of the conditions precedent contained in sub-clauses (1) and
(2) (save for the condition precedent contained in sub-clause (2)(c)) in so far
as they relate to an issue of Notes to that Dealer.



(4)   Updating of legal opinions



		
	 	Before the first issue of Notes occurring after each anniversary of the date of
this Agreement, the Obligors will procure that further legal opinions, in such
form and with such content as the Dealers may reasonably require, are delivered,
at the expense of the Obligors, to the Dealers from the counsel named in
paragraph 6 of Appendix A or such other counsel as shall be approved by the
Dealers, in their discretion reasonably exercised.











		
	 	In addition, on such other occasions as a Dealer agrees with an Obligor, the
relevant Obligor will procure that a further legal opinion or further legal
opinions, as the case may be, in such form and with such content as the Dealers
may reasonably require, is or are delivered to the Dealers from the counsel
named in paragraph 6 of Appendix A or such other counsel as shall be approved by
the Dealers, in their discretion reasonably exercised. The expense for the
delivery of such opinion or opinions shall be borne as agreed between the
relevant Obligor and the relevant Dealer.
	 
	 	If at or prior to the time of any agreement to issue and purchase Notes under
clause 2(4) such a request is made with respect to the Notes to be issued, the
receipt of the relevant opinion or opinions in a form satisfactory to the
relevant Dealer shall be a further condition precedent to the issue of those
Notes to that Dealer.



(5)   Determination of amounts outstanding



		
	 	      For the purposes of sub-clause (2)(c):




		
	 	   (a)      the U.S. dollar equivalent of Notes denominated in a currency other
than U.S. dollars shall be determined, at the discretion of the relevant Issuer,
either as of the Agreement Date for such Notes or on the preceding day on which
commercial banks and foreign exchange markets are open for business in London,
in each case on the basis of the spot rate for the sale of the U.S. dollar
against the purchase of the relevant currency in the London foreign exchange
market quoted by any leading international bank selected by the relevant Issuer
on the relevant day of calculation;
	 
	 	   (b)      the U.S. dollar equivalent of Dual Currency Notes, Indexed Notes
and Partly Paid Notes shall be calculated in the manner specified above by
reference to the original nominal amount on issue of such Notes (in the case of
Partly Paid Notes regardless of the amount of the subscription price paid); and
	 
	 	   (c)      the U.S. dollar equivalent of Zero Coupon Notes and other Notes
issued at a discount or a premium shall be calculated in the manner specified
above by reference to the net proceeds received by the relevant Issuer for the
relevant issue.



4.   REPRESENTATIONS AND WARRANTIES



		
	 	(1)      As at the date of this Agreement CCE hereby warrants to and agrees with
the Dealers and each of them as follows:




		
	 	   (a)      that the most recently published audited annual financial
statements of each Obligor and the most recently published audited consolidated
annual financial statements of each Obligor and their respective consolidated
subsidiaries were prepared in accordance with the requirements of law and









		
	 	with
accounting principles generally accepted in the United States of America in the
case of CCE, in the United Kingdom in the case of CCE GB, consistently applied
and they present fairly the financial condition of the relevant Obligor or of
the relevant Obligor and its consolidated subsidiaries, as the case may be, as
at the date to which they were prepared (the “relevant date”) and of the results
of the operations of the relevant Obligor or of the relevant Obligor and its
consolidated subsidiaries, as the case may be, for the financial year ended on
the relevant date and that there has been no material adverse change in the
condition (financial or otherwise) of any Obligor or of any Obligor and its
consolidated subsidiaries, as the case may be, since the relevant date except as
disclosed in the Information Memorandum or in any documents incorporated by
reference therein;
	 
	 	   (b)      that the Information Memorandum contains all information with
regard to each Obligor and the Notes which is material in the context of the
Programme and the issue and offering of Notes thereunder, that the information
contained in the Information Memorandum with respect to each Obligor and the
Notes is true and accurate in all material respects and is not misleading, that
the opinions and intentions expressed therein with respect to each Obligor and
the Notes are honestly held, that there are no other facts with respect to any
Obligor or the Notes the omission of which would make the Information Memorandum
as a whole or any of such information misleading in any material respect and
that each Obligor has made all reasonable enquiries to ascertain all facts
material for the purposes aforesaid;
	 
	 	   (c)      that CCE is a corporation duly incorporated in good standing under
the laws of the State of Delaware;
	 
	 	   (d)      that CCE GB is a public limited company duly incorporated under the
laws of England and Wales;
	 
	 	   (e)      that the issue of Notes and the execution and delivery of this
Agreement and the Agency Agreement by each Obligor have been duly authorised by
each Obligor and, in the case of Notes, upon due execution, issue and delivery
in accordance with the Agency Agreement, will constitute, and, in the case of
this Agreement and the Agency Agreement constitute, legal, valid and binding
obligations of the relevant Obligor, enforceable in accordance with their
respective terms subject to the laws of bankruptcy and other laws affecting the
rights of creditors generally;
	 
	 	   (f)      that the execution of the Guarantee has been duly authorised by CCE
and constitutes legal, valid and binding obligations of CCE, enforceable in
accordance with its terms subject to the laws of bankruptcy and other laws
affecting the rights of creditors generally;
	 
	 	   (g)      that the execution and delivery of this Agreement and the Agency
Agreement, the issue, offering and distribution of Notes and the performance of
the terms of any Notes, this Agreement and the Agency Agreement will not
infringe any law or regulation and are not contrary to the provisions of








		
	 	the
constitutional documents of any Obligor and, to an extent or in a manner which
would be material in the context of the Programme and/or the issue of the Notes,
will not result in any breach of the terms of, or constitute a default under,
any instrument or agreement to which any Obligor is a party or by which any
Obligor or its property is bound;
	 
	 	   (h)      that the execution and delivery of the Guarantee will not infringe
any law or regulation and are not contrary to the provisions of the certificate
of incorporation or by-laws of CCE and, to an extent or in a manner which would
be material in the context of the Programme and/or the issue of Notes, will not
result in any breach of the terms of, or constitute a default, under any
instrument or agreement to which CCE is a party or by which its property is
bound;
	 
	 	   (i)      that no Event of Default or event which with the giving of notice
or lapse of time or other condition would constitute an Event of Default is
subsisting in relation to any outstanding Note and no event has occurred which
would constitute (after an issue of Notes) an Event of Default thereunder or
which with the giving of notice or lapse of time or other condition would (after
an issue of Notes) constitute such an Event of Default;
	 
	 	   (j)      that none of the Obligors and their respective subsidiaries is
involved in any litigation or arbitration proceedings relating to claims or
amounts which are material to CCE and its subsidiaries, considered as a whole
nor has any Obligor received notice of any such litigation or arbitration;
	 
	 	   (k)      that all relevant consents, approvals, authorisations, orders and
clearances of all regulatory authorities required by each Obligor for or in
connection with the creation and offering of Notes under the Programme, the
execution and issue of, and compliance by the Issuers with the terms of, any
Note (including any Global Note), Receipt and Coupon issued under the Programme
and the execution and delivery of, and compliance by the Obligors with the terms
of, this Agreement and the Agency Agreement and, in the case of CCE, the
Guarantee have been obtained and are in full force and effect;
	 
	 	   (l)      that all Notes will be direct, unconditional, unsubordinated and
(subject to the provisions of Condition 3) unsecured obligations of the relevant
Issuer and will rank pari passu among themselves and (save for certain debts
required to be preferred by law) equally with all other unsecured obligations
(other than subordinated obligations, if any) of the relevant Issuer, from time
to time outstanding;
	 
	 	   (m)      the obligations of CCE under the Guarantee are direct,
unconditional unsubordinated and (subject to the provisions of Condition 3)
unsecured obligations of CCE and will rank pari passu and (save for certain
debts required to be preferred by law) equally with all other unsecured








		
	 	obligations (other than subordinated obligations, if any) of CCE, from time to
time outstanding;
	 
	 	   (n)      no Obligor is required to be registered as an “investment company”
under the Investment Company Act; and
	 
	 	   (o)      that no Obligor or any affiliate (as defined in Rule 405 under the
Securities Act) of any of them, nor any person (other than the Dealers) acting
on behalf of any of the foregoing persons has engaged or will engage in any
directed selling efforts (as defined in Regulation S under the Securities Act)
with respect to any Notes, and each of the foregoing persons has complied and
will comply with the offering restrictions requirement of Regulation S under the
Securities Act.




		
	 	(2)      As at the date of this Agreement CCE GB hereby warrants to and agrees
with the Dealers and each of them as follows:




		
	 	   (a)      that the most recently published audited annual financial
statements of CCE GB and the most recently published audited consolidated annual
financial statements of CCE GB and its consolidated subsidiaries were prepared
in accordance with the requirements of law and with accounting principles
generally accepted in the United Kingdom, consistently applied and they present
fairly the financial condition of CCE GB or of CCE GB and its consolidated
subsidiaries, as the case may be, as at the date to which they were prepared
(the “relevant date”) and of the results of the operations of CCE GB or of CCE
GB and its consolidated subsidiaries, as the case may be, for the financial year
ended on the relevant date and that there has been no material adverse change in
the condition (financial or otherwise) of CCE GB or of CCE GB and its
consolidated subsidiaries taken as a whole, as the case may be, since the
relevant date except as disclosed in the Information Memorandum or in any
documents incorporated by reference therein;
	 
	 	   (b)      that the Information Memorandum contains all information with
regard to CCE GB and the Notes which is material in the context of the Programme
and the issue and offering of Notes by CCE GB thereunder, that the information
contained in the Information Memorandum with respect to CCE GB and the Notes is
true and accurate in all material respects and is not misleading, that the
opinions and intentions expressed therein with respect to CCE GB and the Notes
are honestly held, that there are no other facts with respect to CCE GB or the
Notes the omission of which would make the Information Memorandum as a whole or
any of such information misleading in any material respect and that CCE GB has
made all reasonable enquiries to ascertain all facts material for the purposes
aforesaid;
	 
	 	   (c)      that CCE GB is a public limited company duly incorporated under the
laws of England and Wales;
	 
	 	   (d)      that the issue of Notes and the execution and delivery of this
Agreement and the Agency Agreement by CCE GB have been duly








		
	 	authorised by CCE GB
and, in the case of Notes, upon due execution, issue and delivery in accordance
with the Agency Agreement, will constitute, and, in the case of this Agreement
and the Agency Agreement constitute, legal, valid and binding obligations of CCE
GB, enforceable in accordance with their respective terms subject to the laws of
bankruptcy and other laws affecting the rights of creditors generally;
	 
	 	   (e)      that the execution and delivery of this Agreement and the Agency
Agreement, the issue, offering and distribution of Notes and the performance of
the terms of any Notes, this Agreement and the Agency Agreement will not
infringe any law or regulation and are not contrary to memorandum and articles
of association of CCE GB and, to an extent or in a manner which would be
material in the context of the Programme and the issue of the Notes, will not
result in any breach of the terms of, or constitute a default under, any
instrument or agreement to which CCE GB is a party or by which CCE GB or its
property is bound;
	 
	 	   (f)      that no Event of Default or event which with the giving of notice
or lapse of time or other condition would constitute an Event of Default is
subsisting in relation to any outstanding Note of CCE GB and no event has
occurred which would constitute (after an issue of Notes) an Event of Default
thereunder or which with the giving of notice or lapse of time or other
condition would (after an issue of Notes by CCE GB) constitute such an Event of
Default;
	 
	 	   (g)      that none of CCE GB and its subsidiaries is involved in any
litigation or arbitration proceedings relating to claims or amounts which are
material to CCE, CCE GB and their subsidiaries, considered as a whole nor has
CCE GB received notice of any such litigation or arbitration;
	 
	 	   (h)      that all relevant consents, approvals, authorisations, orders and
clearances of all regulatory authorities required by CCE GB for or in connection
with the creation and offering by it of Notes under the Programme, the execution
and issue of, and compliance by CCE GB with the terms of, any Note (including
any Global Note), Receipt and Coupon issued by it under the Programme and the
execution and delivery of, and compliance by CCE GB with the terms of, this
Agreement and the Agency Agreement have been obtained and are in full force and
effect;
	 
	 	   (i)      that all Notes issued by CCE GB will be direct, unconditional,
unsubordinated and (subject to the provisions of Condition 3) unsecured
obligations of CCE GB and will rank pari passu among themselves and (save for
certain debts required to be preferred by law) equally with all other unsecured
obligations (other than subordinated obligations, if any) of CCE GB, from time
to time outstanding;
	 
	 	   (j)      that CCE GB is not required to register as an “investment company”
under the Investment Company Act; and 










		
	 	   (k)      that none of CCE GB, CCE and any affiliate (as defined in Rule 405
under the Securities Act) of any of them, nor any person (other than the
Dealers) acting on behalf of any of the foregoing persons has engaged or will
engage in any directed selling efforts (as defined in Regulation S under the
Securities Act) with respect to any Notes issued by CCE GB, and each of the
foregoing persons has complied and will comply with the offering restrictions
requirement of Regulation S under the Securities Act.




		
	 	(3)      With regard to each issue of Notes, the relevant Issuer and CCE (where
the relevant Issuer is CCE GB) shall be deemed to repeat the warranties and
agreements contained in sub-clause (1) or (2), as the case may be, as at the
Agreement Date for such Notes (any agreement on such Agreement Date being deemed
to have been made on the basis of, and in reliance on, such warranties and
agreements) and as at the Issue Date of such Notes.
	 
	 	(4)      Each Obligor shall be deemed to repeat the representations, warranties
and agreements given by it contained in sub-clause (1) or (2), as the case may
be, on each date on which the Information Memorandum is revised, supplemented or
amended and on each date on which the aggregate nominal amount of the Programme
is increased in accordance with clause 12.
	 
	 	(5)      The warranties and agreements contained in this clause shall continue in
full force and effect notwithstanding the actual or constructive knowledge of
any Dealer (other than the knowledge of the persons or department of such Dealer
as notified pursuant to clause 15) with respect to any of the matters referred
to in the representations and warranties set out above, any investigation by or
on behalf of the Dealers or completion of the subscription and issue of any
Notes.



5.   UNDERTAKINGS OF THE OBLIGORS


(1)   Notification of material developments



		
	 	(a)      Each Obligor shall promptly after becoming aware of the occurrence
thereof notify each Dealer of any Event of Default or any condition, event or
act which would after an issue of Notes (or would with the giving of notice
and/or the lapse of time) constitute an Event of Default or to the extent that
it is material in the context of the Programme or the issue of Notes any breach
of the representations and warranties or undertakings contained in this
Agreement, the Agency Agreement and/or the Guarantee.
	 
	 	(b)      If, following the time of an agreement under clause 2 and before the
issue of the relevant Notes, the relevant Issuer or CCE (where the relevant
Issuer is CCE GB) becomes aware that the conditions specified in clause 3(2)
will not be satisfied in relation to that issue, the relevant Issuer and/or CCE
(where the relevant Issuer is CCE GB) shall forthwith notify the relevant Dealer
to this effect. In such circumstances, the relevant Dealer shall be entitled
(but not bound) by notice to the relevant Issuer to be released and discharged
from its obligations under the agreement reached under clause 2. 










(2)   Updating of Information Memorandum



		
	 	(a)      On or before each anniversary of the date of this Agreement, the
Obligors shall update or amend the Information Memorandum (following
consultation with the Arranger who will consult with the Dealers) by the
publication of a supplement thereto or a new Information Memorandum, in a form
approved by the Dealers.
	 
	 	(b)      In the event of a change in the condition of any Obligor which is
material to CCE and its subsidiaries considered as a whole in the context of the
Programme or the issue of any Notes the Obligors shall update or amend the
Information Memorandum (following consultation with the Arrangers who will
consult with the Dealers) by the publication of a supplement thereto or a new
Information Memorandum in a form approved by the Dealers.
	 
	 	(c)      The Information Memorandum shall, as specified therein, be deemed to
incorporate by reference therein:




		
	 	(i)      the most recent Annual Report on Form 10-K of CCE filed with the
Commission;
	 
	 	(ii)      the most recent quarterly interim report on Form 10-Q and any other
reports filed by CCE with the Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act and the rules and regulations thereunder subsequent to the date
of the financial statements included in the Annual Report on Form 10-K referred
to in sub-clause (i) above;
	 
	 	(iii)      the most recently published audited annual financial statements for
the time being of CCE GB; and
	 
	 	(iv)      all supplements to the Information Memorandum circulated by CCE and CCE
GB from time to time.




		
	 	      Upon any new financial statements being incorporated in the Information
Memorandum as aforesaid or upon the publication of a revision, supplement or
amendment to the Information Memorandum, the Obligors shall promptly supply to
each Dealer and the Agent such number of copies of such financial statements,
revision, supplement or amendment as each Dealer or the Agent (as the case may
be) may reasonably request.
	 
	 	(d)      If the terms of the Programme are modified or amended in a manner which
would make the Information Memorandum inaccurate or misleading in any material
respect, a new Information Memorandum or supplement will be prepared.



(3)   Listing



		
	 	Each Obligor shall cause an initial application to be made for Notes issued
under the Programme to be listed on the Luxembourg Stock Exchange.
	 
	 	If in relation to any issue of Notes, it is agreed between the relevant Issuer
and the relevant Dealer or the Lead Manager, as the case may be, to list such
Notes on a Stock 












		
	 	Exchange, each of the relevant Issuer and CCE (where the
relevant Issuer is CCE GB) undertakes to use its reasonable endeavours to obtain
and maintain the listing of such Notes on such Stock Exchange. If any Notes
cease to be listed on the relevant Stock Exchange, the relevant Issuer and CCE
(where the relevant Issuer is CCE GB) shall use its reasonable endeavours
promptly to list such Notes on a stock exchange to be agreed between the
relevant Issuer and the relevant Dealer.
	 
	 	Each Obligor shall comply with the rules of each relevant Stock Exchange and
shall otherwise comply with any undertakings given by it from time to time to
the relevant Stock Exchange in connection with any Notes listed on such Stock
Exchange or the listing thereof and, without prejudice to the generality of the
foregoing, shall furnish or procure to be furnished to the relevant Stock
Exchange all such information as the relevant Stock Exchange may require in
connection with the listing on such Stock Exchange of any Notes.
	 
	 	Application may be made to list Notes on the Paris Bourse. In connection with
such application in respect of any Series of Notes which is intended to be so
listed, the relevant Issuer and CCE (where the relevant Issuer is CCE GB) shall
endeavour to obtain the listing as promptly as practicable and the relevant
Issuer and CCE (where the relevant Issuer is CCE GB) shall furnish or procure to
be furnished any and all documents, instruments, information and undertakings
that may be necessary or advisable in order to obtain and maintain (whilst such
Notes are outstanding) such listing.
	 
	 	Each Obligor shall, if and for so long as any Notes are listed on the Paris
Bourse, notify the Commission des Opérations de Bourse of any material change in
its business or financial condition and will publish details thereof if so
required by the Commission des Opérations de Bourse.
	 
	 	The initial Information Memorandum has been granted the registration number of
the Commission des Opérations de Bourse.



(4)   Agency Agreement and Guarantee



		
	 	      Each Obligor undertakes that it will not:




		
	 	   (a)      except with the consent of the Dealers terminate the Agency
Agreement or, in the case of CCE, the Guarantee or effect or permit to become
effective any amendment to any such agreement which, in the case of an
amendment, would or might adversely affect the interests of any Dealer or of any
holder of Notes issued before the date of such amendment; or
	 
	 	   (b)      except with the consent of the Dealers appoint a different Agent or
different paying agent(s) under the Agency Agreement,




		
	 	and the Obligors will promptly notify each of the Dealers of any termination of,
or amendment to, the Agency Agreement or the Guarantee and of any change in the
Agent or paying agent(s) under the Agency Agreement.










(5)   Lawful compliance



		
	 	Each Obligor will at all times ensure that all necessary action is taken and all
necessary conditions are fulfilled (including, without limitation, the obtaining
of all necessary consents) so that it may lawfully comply with its obligations
under all Notes, this Agreement, the Agency Agreement and the Guarantee, as the
case may be, and, further, so that it may comply with any applicable laws,
regulations and published guidelines from time to time promulgated by any
governmental and regulatory authorities relevant in the context of the issue of
Notes.



(6)   Authorised representative



		
	 	Each Obligor will notify the Dealers as soon as reasonably practicable in
writing if any of the persons named in the list referred to in paragraph 3 of
the Initial Documentation List ceases to be authorised to take action on behalf
of such Obligor or if any additional person becomes so authorised together, in
the case of an additional authorised person, with evidence satisfactory to the
Dealers that such person has been so authorised.



(7)   Auditors’ comfort letters



		
	 	Each Obligor will, in each of the circumstances described in (i), (ii) (iii) and
(iv) below, deliver to the Dealers a comfort letter or comfort letters from
independent auditors in such form and with such content as the Dealers may
reasonably request provided that no such letter or letters will be delivered in
connection with the publication or issue of the audited consolidated annual
financial statements of the relevant Obligor. In the case of (i), (ii) and (iii)
below, such letter or letters shall be provided at the expense of the relevant
Obligor and, in the case of (iv) below, the expense for the delivery of such
letter or letters shall be as agreed between the relevant Obligor and the
relevant Dealer. Such letter or letters shall be provided:




		
	 	(i)      at the time of the preparation of the initial Information Memorandum;




		
	 	(ii)      before the first issue of Notes occurring after each anniversary of the
date of this Agreement;
	 
	 	(iii)      at any time that the Information Memorandum shall be amended or
updated (except by means of information incorporated by reference) where such
amendment or updating concerns or contains financial information about the
relevant Obligor; and
	 
	 	(iv)      on such other occasions a Dealer and the relevant Obligor may agree.



(8)   Information on Noteholders’ meetings



		
	 	Each Issuer will, at the same time as it is despatched, furnish the Dealers with
a copy of every notice of a meeting of the holders of the Notes (or any of them)
and which is despatched at the instigation of such Issuer and/or CCE (if the
relevant Issuer is CCE GB) and will notify the Dealers immediately upon its
becoming aware that a meeting of the holders of the Notes (or any of them), has
been convened by holders of such Notes. 










6.   INDEMNITY



		
	 	(1)      Without prejudice to the other rights or remedies of the Dealers, the
Obligors jointly and severally undertake with the Dealers and each of them that
it will hold each Indemnified Person indemnified against any losses,
liabilities, costs, claims, charges, expenses, actions or demands which that
Indemnified Person may incur or which may be made against it as a result of or
in relation to:




		
	 	   (a)      any actual or alleged breach of the representations and warranties
and undertakings contained in, or made or deemed to be made by any Obligor
pursuant to, this Agreement; or
	 
	 	   (b)      any untrue or misleading (or allegedly untrue or misleading)
statement in, or any omission (or alleged omission) from, the Information
Memorandum, in any case which is material (or allegedly material) in the context
of the Programme and/or the issue and offering of Notes; or
	 
	 	   (c)      any untrue or misleading (or allegedly untrue or misleading)
statement in any additional written information provided by such Obligor to the
Dealers pursuant to clause 7 below; or
	 
	 	   (d)      any failure by the relevant Issuer to issue on the agreed Issue
Date any Notes which a Dealer has agreed to purchase (unless such failure is as
a result of the failure by the relevant Dealer to pay the aggregate purchase
price for such Notes);




		
	 	and such indemnity shall extend to include all legal and other expenses which
that Indemnified Person may pay or incur in investigating or defending any claim
or action in respect of which indemnity may be sought against any Obligor under
this clause.




		
	 	(2)      Without prejudice to the other rights or remedies of the Obligors, the
Dealers severally undertake with the Obligors and each of them that it will hold
each Indemnified Person indemnified against any losses, liabilities, costs,
claims, charges, expenses, actions or demands which that Indemnified Person may
incur or which may be made against it as a result of or in relation to any
breach by the Dealer of the restrictions and agreements contained in Appendix B
hereto; provided that no Dealer shall be liable hereunder for any losses,
liabilities, costs, claims, charges, expenses, actions or demands arising from
the sale by it of any Notes to any person believed in good faith by such Dealer,
on reasonable grounds and without actual knowledge on the part of the Dealer to
the contrary, to be a person to whom the Notes could be sold in compliance with
the provisions of Appendix B hereto. Such indemnity shall extend to include all
legal and other expenses which that Indemnified Person may pay or incur in
investigating or defending any claim or action in respect of which indemnity may
be sought against any Dealer under this clause.
	 
	 	(3)      Promptly after receipt by an Indemnified Person of notice of the
commencement of any action in respect of which the indemnity contained in clause
6(1) or 6(2) above relates, such Indemnified Person will, if a claim in respect
thereof is to be made against any Obligor or, as the case may be, any Dealer
under this clause (the “Indemnifier”),









		
	 	notify each relevant Indemnifier in
writing of the commencement thereof; but the omission so to notify any relevant
Indemnifier will not relieve it from any liability which it may have to any
Indemnified Person otherwise than under this clause.
	 
	 	(4)      In case any such action is brought against any Indemnified Person, and
it notifies each relevant Indemnifier of the commencement thereof, any relevant
Indemnifier will be entitled to participate therein, and to the extent that it
may elect by written notice delivered to the Indemnified Person promptly after
receiving the aforesaid notice from such Indemnified Person, to assume the
defence thereof, with counsel satisfactory to such Indemnified Person; provided,
however, that if the defendants in any such action include both the Indemnified
Person and any relevant Indemnifier and the Indemnified Person shall have
reasonably concluded that there may be legal defences available to it and/or
other Indemnified Persons which are different from or are additional to those
available to each relevant Indemnifier, the Indemnified Person or Persons shall
have the right to select separate counsel to assert its legal defences and to
otherwise participate in the defence of such action on behalf of such
Indemnified Person or Persons.
	 
	 	(5)      Upon receipt of notice from each relevant Indemnifier, to such
Indemnified Person under this clause, no Indemnifier will be liable to the
Indemnified Person for any legal or other expenses subsequently incurred by such
Indemnified Person in connection with the defence thereof, unless:




		
	 	(i)      the Indemnified Person shall have employed separate counsel in
connection with the assertion of legal defences in accordance with the proviso
in sub-clause (4) above (it being understood, however, that each relevant
Indemnifier shall not be liable for the expenses of more than one separate
counsel per jurisdiction, approved by the Indemnified Person for representing
the Indemnified Person or Persons who are parties to such action); or
	 
	 	(ii)      no relevant Indemnifier shall have employed counsel satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable time
after notice of the commencement of the action; or
	 
	 	(iii)      any relevant Indemnifier has authorised the employment of counsel for
the Indemnified Person at the expense of such Indemnifier,




		
	 	and except that, if sub-clause (i) or (iii) is applicable, such liability shall
be only in respect of the counsel referred to in sub-clause (i) or (iii).
	 
	 	(6)      In order to provide for a just and equitable contribution in
circumstances in which the indemnification provided for in sub-clause (1) and
(2) above is due in accordance with its terms but is, for any reason, held by a
court to be unavailable from any relevant Indemnifier on grounds of policy or
otherwise, each relevant Obligor and the relevant Dealer shall contribute to the
aggregate losses, liabilities, acts, claims, charges, expenses, action or
demands (including legal and other expenses reasonably incurred in connection
with investigating or defending the same) to which each relevant Obligor and one
or more of the Dealers may be subject in such proportion so that the relevant
Dealer in respect of the








		
	 	indemnification provided for in sub-clause (1) or the
relevant Obligor in respect of the indemnification provided for in sub-clause
(2) is responsible for that portion represented by the percentage that the
commissions and concessions relating to the issue of the relevant Notes bears to
the Issue Price of the relevant Notes and each relevant Obligor in respect of
the indemnification provided for in sub-clause (1) or the relevant Dealer in
respect of the indemnification provided for in sub-clause (2) is responsible for
the balance; provided that:




		
	 	(i)      in no case shall any Dealer be responsible for any amount in excess of
the commissions or concessions applicable to the relevant Notes purchased by
such Dealer pursuant to an agreement made under clause 2; and
	 
	 	(ii)      no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who is not guilty of such fraudulent misrepresentation.




		
	 	(7)      Any party entitled to contribution will notify each relevant Indemnifier
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties from whom contribution may be sought,
but the omission so to notify such party or parties shall not relieve the party
or parties from whom contribution may be sought from any other obligation it or
they may have hereunder or otherwise than under sub-clause (6) and this
sub-clause (7).



7.   AUTHORITY TO DISTRIBUTE DOCUMENTS



		
	 	Subject to clause 8 below, each Obligor hereby authorises each of the Dealers on
behalf of the Obligors to provide copies of and make oral statements consistent
with the Information Memorandum and such additional written information as any
Obligor shall provide to the Dealers or approve for the Dealers to use or such
information as is in the public domain to actual and potential purchasers of
Notes.
	 
	 	In relation to this clause, until a Dealer receives such financial statements,
revision, supplement or amendment, the definition of “Information Memorandum” in
clause 1(1) shall, in relation to such Dealer, mean the Information Memorandum
prior to the receipt by such Dealer of such financial statements or the
publication of such revision, supplement or amendment.



8.   DEALERS’ UNDERTAKINGS



		
	 	      Each Dealer represents, warrants and undertakes to each Obligor in
accordance with the restrictions and agreements set out in Appendix B hereto and
clause 7 above.



9.   FEES, EXPENSES AND STAMP DUTIES



		
	 	(1)      The relevant Issuer, failing which CCE (where the relevant Issuer is CCE
GB) undertakes that it will:




		
	 	   (a)      pay to each Dealer all commissions agreed between the relevant
Issuer and such Dealer in connection with the sale of any Notes to that
Dealer (and any value added tax thereon); and












		
	 	   (b)      pay (together with any value added tax thereon):




		
		(i)      the fees and expenses of its legal advisers and auditors;
	 
	 	(ii)     the cost of listing and maintaining the listing of any Notes
which are to be listed on a Stock Exchange; and
	 
	 	(iii)    the cost of any publicity agreed by the relevant Issuer
and/or CCE (where the relevant Issuer is CCE GB) in connection with an issue of
Notes;




		
	 	(2)      The Obligors jointly and severally undertake that they will:




		
	 	   (a)      pay (together with any value added tax thereon):




		
	 	(i)      the fees and expenses of the Agent and all paying agents and
of any Calculation Agent;
	 
	 	(ii)     all expenses in connection with the issue, authentication,
packaging and initial delivery of Notes and the preparation of Global Notes,
this Agreement, the Agency Agreement, the Guarantee and the preparation and
printing of Notes and the Information Memorandum; and
	 
	 	(iii)    the cost of obtaining any credit rating for the Notes;




		
	 	   (b)      pay to Lehman Brothers the fees and disbursements of legal advisers
appointed to represent the Dealers (including any value added tax thereon as
agreed between Lehman Brothers and the Guarantor) in connection with the
negotiation, preparation, execution and delivery of this Agreement, the Agency
Agreement, the Guarantee and any documents referred to in any of them and any
other documents required in connection with the creation of the Programme;
	 
	 	   (c)      pay promptly, and in any event before any penalty becomes payable,
any stamp, documentary, registration or similar duty or tax (including any stamp
duty reserve tax) payable in connection with the entry into, performance,
enforcement or admissibility in evidence of this Agreement, any communication
pursuant hereto, the Agency Agreement, the Guarantee or any Note and indemnify
each Dealer against any liability with respect to or resulting from any delay in
paying or omission to pay any such duty or tax; and
	 
	 	   (d)      reimburse each Dealer for its costs and expenses reasonably and
properly incurred in protecting or enforcing any of its rights under this
Agreement.











10.   TERMINATION OF APPOINTMENT OF DEALERS



		
	 	The Obligors or (as to itself) a Dealer may terminate the arrangements described
in this Agreement by giving not less than 30 days’ written notice to the other
parties hereto. The Obligors may terminate the appointment of a Dealer or
Dealers by giving not less than 30 days’ written notice to such Dealer or
Dealers (with a copy promptly thereafter to all the other Dealers and the
Agent). Termination shall not affect any rights or obligations (including but
not limited to those arising under clauses 6, 8 and/or 9) which have accrued at
the time of termination or which accrue thereafter in relation to any act or
omission or alleged act or omission which occurred prior to such time.



11.   APPOINTMENT OF NEW DEALERS



		
	 	(1)      Nothing in this Agreement shall prevent the Obligors from appointing one
or more New Dealers for the duration of the Programme or, with regard to an
issue of a particular Tranche of Notes, the Obligors from appointing one or more
New Dealers for the purposes of that Tranche, in either case upon the terms of
this Agreement and provided that, unless such appointment is effected pursuant
to a Subscription Agreement:




		
	 	   (a)      any New Dealer shall have first delivered an appropriate Dealer
Accession Letter to the Obligors, in the case of an appointment for the duration
of the Programme, or the relevant Issuer, in the case of an appointment for a
particular Tranche of Notes; and
	 
	 	   (b)      the Obligors, in the case of an appointment for the duration of the
Programme, or the relevant Issuer, in the case of an appointment for a
particular Tranche of Notes, shall have delivered to such New Dealer an
appropriate Confirmation Letter.




		
	 	(2)      Upon receipt of the relevant Confirmation Letter or execution of the
relevant Subscription Agreement, as the case may be, each such New Dealer shall,
subject to the terms of the relevant Dealer Accession Letter and the relevant
Confirmation Letter or the relevant Subscription Agreement, as the case may be,
become a party to this Agreement, vested with all authority, rights, powers,
duties and obligations of a Dealer as if originally named as a Dealer hereunder
provided further that, except in the case of the appointment of a New Dealer for
the duration of the Programme, following the Issue Date of the relevant Tranche,
the relevant New Dealer shall have no further such authority, rights, powers,
duties or obligations except such as may have accrued or been incurred prior to,
or in connection with, the issue of such Tranche.
	 
	 	(3)      The Obligors shall promptly notify the other Dealers and the Agent of
any appointment of a New Dealer for the duration of the Programme by supplying
to such parties a copy of any Dealer Accession Letter and Confirmation Letter.
Such notice shall be required to be given in the case of an appointment of a New
Dealer for a particular Tranche of Notes to the Agent only.











12.   INCREASE IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAMME



		
	 	(1)      From time to time the Obligors may wish to increase the aggregate
nominal amount of the Notes that may be issued under the Programme. In such
circumstances, the Obligors may give notification of such an increase (subject
as set out in sub-clause (2)) by delivering to the Listing Agent and the Dealers
with a copy to the Agent a letter substantially in the form set out in Appendix
D hereto. Upon the date specified in such notice (which date may not be earlier
than seven London business days after the date the notice is given), all
references in this Agreement, the Agency Agreement or any other agreement or
deed or document in relation to the Programme to a Euro Medium Term Note
Programme of a certain nominal amount, shall be and shall be deemed to be
references to a Euro Medium Term Note Programme of the increased nominal amount.
	 
	 	(2)      Notwithstanding sub-clause (1), the right of the Obligors to increase
the aggregate nominal amount of the Programme shall be subject to each Dealer
having received and found satisfactory such of the documents and confirmations
described in the Initial Documentation List which may be relevant, with
reference to the circumstances at the time of the proposed increase, as agreed
between the Obligors and the Dealers, and the delivery of any further or other
documents required by the Dealers or by the relevant Stock Exchange for the
purpose of listing any Notes to be issued on the relevant Stock Exchange. The
Arranger shall circulate to the Dealers all the documents and confirmations
described in the Initial Documentation List and any further documents to be
produced. Any Dealer must notify the Arranger and Obligors within seven London
business days of receipt if it considers, in its reasonable opinion, such
documents and confirmations to be unsatisfactory and, in the absence of such
notification, such Dealer shall be deemed to consider such documents and
confirmations to be satisfactory.



13.   STATUS OF THE DEALERS AND THE ARRANGERS



		
	 	(1)      Each of the Dealers agrees that each Arranger has only acted in an
administrative capacity to facilitate the establishment and/or maintenance of
the Programme and has no responsibility to it for (a) the adequacy, accuracy,
completeness or reasonableness of any representation, warranty, undertaking,
agreement, statement or information in the Information Memorandum, any Pricing
Supplement, this Agreement or any information provided in connection with the
Programme or (b) the nature and suitability to it of all legal, tax and
accounting matters and all documentation in connection with the Programme or any
Tranche.
	 
	 	(2)      The Arrangers shall have only those duties, obligations and
responsibilities expressly specified in this Agreement.



14.   COUNTERPARTS



		
	 	This Agreement may be signed in any number of counterparts, all of which, taken
together, shall constitute one and the same agreement and any party may enter
into this Agreement by executing a counterpart.











15.   COMMUNICATIONS



		
	 	(1)      All communications shall be by telex, fax or letter delivered by hand or
(but only where specifically provided in the Procedures Memorandum) by
telephone. Each communication shall be made to the relevant party at the telex
number, fax number or address or telephone number and, in the case of a
communication by telex, fax or letter, marked for the attention of, or (in the
case of a communication by telephone) made to, the person(s) or department from
time to time specified in writing by that party to the other for the purpose.
The initial telephone number, telex number, fax number and person(s) or
department so specified by each party are set out on the signature pages hereof.




		
	 	(2)      A communication shall be deemed received (if by telex) when a confirmed
answerback is received at the end of the transmission, (if by fax) when an
acknowledgement of receipt is received, (if by telephone) when made or (if by
letter) when delivered, in each case in the manner required by this clause.
However, if a communication is received after business hours on any business day
or on a day which is not a business day in the place of receipt it shall be
deemed to be received and become effective on the next business day in the place
of receipt. Every communication shall be irrevocable save in respect of any
manifest error therein. Any communication sent by fax must also be sent by
letter within two days of the date of the original fax transmission.



16.   BENEFIT OF AGREEMENT



		
	 	(1)      This Agreement shall be binding upon and shall inure for the benefit of
the Obligors and each Dealer and their respective successors and permitted
assigns.
	 
	 	(2)      The Dealers may only assign or transfer their rights or obligations
under this Agreement with the prior written consent of the Obligors except for
an assignment and/or transfer of all of a Dealer’s rights and obligations
hereunder in whatever form such Dealer determines may be appropriate to a
partnership, corporation, trust or other organisation in whatever form that may
succeed to, or to which the Dealer transfers, all or substantially all of the
Dealer’s assets and business and that assumes such obligations by contract,
operation of law or otherwise. Upon any such transfer and assumption of
obligations such Dealer shall be relieved of and fully discharged from all
obligations under this Agreement, whether such obligations arose before or after
such transfer and assumption.



17.   CALCULATION AGENT



		
	 	(1)      In the case of any Series of Notes which require the appointment of a
Calculation Agent the Agent shall act as Calculation Agent, unless the relevant
Dealer or (in the case of a syndicated issue) the Lead Manager requests the
relevant Issuer to appoint such Dealer or Lead Manager, or a person nominated by
such Dealer or Lead Manager (a “Nominee”), as Calculation Agent.
	 
	 	(2)      Should such a request be made to the relevant Issuer the appointment of
that Dealer, Lead Manager or Nominee shall be automatic upon the issue of the
relevant Series of Notes, and shall, except as agreed, be on the terms set out
in the Calculation Agency Agreement attached as Appendix A to the Agency
Agreement, and no further action shall be required to effect the appointment of
such Dealer, Lead Manager or Nominee as Calculation Agent in relation to that
Series of Notes, and the Schedule to the Calculation Agency Agreement shall be
deemed to be duly annotated to include such Series. The name of the Dealer, Lead
Manager or Nominee so appointed will be entered in the relevant Pricing
Supplement.











18.   STABILISATION



		
	 	In connection with the distribution of any Notes, the Dealer (if any) designated
as stabilising manager in the applicable Pricing Supplement may over-allot or
effect transactions which stabilise or maintain the market price of such Notes
and/or any associated securities at a level which might not otherwise prevail,
but in doing so such Dealer shall act as principal and not as agent of the
relevant Issuer or CCE, where the relevant Issuer is CCE GB. Such stabilising,
if commenced, may be discontinued at any time. Any loss resulting from
over-allotment and stabilisation shall be borne, and any net profit arising
therefrom shall be retained, by the stabilising manager for its own account.



19.   GOVERNING LAW AND SUBMISSION TO JURISDICTION



		
	 	(1)      This Agreement and every agreement for the issue and purchase of Notes
as referred to in clause 2 shall be governed by, and construed in accordance
with, the laws of the State of New York.
	 
	 	(2)      Each Obligor unconditionally and irrevocably agrees that any State or
Federal courts sitting in the Borough of Manhattan, the City of New York shall
have jurisdiction to settle any disputes which may arise out of or in connection
with this Agreement and accordingly any legal action or proceedings arising out
of or in connection with this Agreement (“Proceedings”) may be brought in such
courts.
	 
	 	      Each Obligor unconditionally and irrevocably submits to the jurisdiction of
such courts and waives any objection which it may now or hereafter have to
Proceedings in any such courts whether on the ground of the laying of venue or
on the ground that the Proceedings have been brought in an inconvenient forum.
	 
	 	      To the extent that any Obligor has or hereafter may acquire any immunity
from jurisdiction of any court or from any legal process with respect to itself
or its property, each Obligor irrevocably waives such immunity in respect of its
obligations under this Agreement.
	 
	 	      This submission is made for the benefit of the Dealers and shall not limit
the right of any Dealer to take Proceedings in any other court of competent
jurisdiction nor shall the taking of Proceedings in one or more jurisdictions
preclude the taking of Proceedings in any other jurisdiction (whether
concurrently or not).
	 
	 	      Each Obligor unconditionally and irrevocably agrees that final judgment in
any Proceedings brought in such a court shall be conclusive and binding upon it
and may be enforced in any court to the jurisdiction of which it is subject by a
suit upon such judgment or in any manner provided by law.
	 
	 	      Each Obligor irrevocably waives to the fullest extent permitted by law, any
requirement or other provision of law, rule, regulation or practice which
requires or otherwise establishes as a condition to the Proceedings (including
appeals), the posting of any bond or the furnishing, directly or indirectly, of
any other security.







		
	 	      Each Obligor agrees that the process by which any Proceedings in New York City
are begun may be served on it by being delivered to it c/o National Registered
Agents, Inc., 105 Chambers Street, New York, NY 10007 (copy to the relevant
Obligor). If the appointment of the person appointed to receive process on
behalf of any Obligor ceases to be effective, such Obligor shall forthwith
appoint a further person in the United States of America to accept service of
process on its behalf and notify the name and address to the Dealers.











APPENDIX A


INITIAL DOCUMENTATION LIST


1.    Certified copies of the certificate of incorporation and by-laws of CCE
and of the memorandum and articles of association of CCE GB.


2.    A certified copy of all resolutions and other authorisations required to
be passed or given, and evidence of any other action required to be taken, on
behalf of each Obligor:



		
	 	   (a)      to approve this Agreement, the Agency Agreement, the Guarantee (if
applicable), the creation of the Programme and the issue of Notes;
	 
	 	   (b)      to authorise appropriate persons to execute each of this Agreement,
the Agency Agreement, the Guarantee (if applicable) and any Notes and to take
any other action in connection therewith; and
	 
	 	   (c)      to authorise appropriate persons to enter into agreements with any
Dealer on behalf of such Obligor to issue Notes in accordance with clause 2 of
this Agreement.



3.    A certified list of the names, titles and specimen signatures of the
persons authorised on behalf of each Obligor in accordance with paragraph 2(c)
above.


4.    Certified copies of any other governmental or other consents (including,
but not limited to, confirmation that the Bank of England and the Bank of Italy
have each been notified of the establishment of the Programme) required for each
Obligor to issue or, as the case may be, to guarantee, Notes, for each Obligor
to execute and deliver this Agreement, the Agency Agreement and, if applicable,
the Guarantee and for each Obligor to fulfil its obligations under this
Agreement, the Agency Agreement, all Notes and, in the case of CCE, the
Guarantee.


5.    Confirmation that the master Temporary Global Notes and master Permanent
Global Notes (from which copies can be made for each particular issue of Notes),
duly executed by a person or persons authorised to take action on behalf of each
Obligor as specified in paragraph 2(b) above, have been delivered to the Agent.









6.    Legal opinions addressed to each of the Dealers dated on or after the
date of this Agreement, in such form and with such content as the Dealers may
reasonably require, from:



		
	 	   (a)      Lowry F. Kline, general counsel of CCE;
	 
	 	   (b)      Clifford Chance, legal advisers to CCE GB as to English law; and
	 
	 	   (c)      Allen & Overy, legal advisers to the Dealers as to New York
law.



7.    A conformed copy of each of this Agreement, the Agency Agreement and the
Guarantee and confirmation that executed copies of such documents have been
delivered, in the case of the Agency Agreement, to the Agent and the paying
agents appointed thereunder and, in the case of the Guarantee, to the Agent.


8.    A printed final version of the Information Memorandum and the Procedures
Memorandum.


9.    Confirmation from the Listing Agent that the Luxembourg Stock Exchange
will list Notes to be issued under the Programme.


10.    Confirmation that the Information Memorandum has received the
registration number of the Commission des Opérations de Bourse.


11.    Comfort letters from Ernst & Young LLP as independent auditors of CCE
and from Ernst & Young as independent auditors of CCE GB, each in such form and
with such content as the Dealers may reasonably request.


12.    Confirmation that the Programme has been rated A3 by Moody’s and A+ by
Standard & Poor’s.


13.    Letter from National Registered Agents, Inc. confirming its acceptance
as agent for service of process of the Obligors.










APPENDIX B



SELLING RESTRICTIONS


1.   United States



		
	 	(1)      The Notes have not been and will not be registered under the Securities
Act, and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except in accordance with Regulation S under
the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act. Each Dealer represents and agrees that it
has offered and sold any Notes, and will offer and sell any Notes (i) as part of
their distribution at any time and (ii) otherwise until 40 days after the
completion of the distribution of all Notes of the Tranche of which such Notes
are a part, as determined and notified as provided below, only in accordance
with Rule 903 of Regulation S under the Securities Act. Accordingly, each Dealer
further represents and agrees that it, its affiliates or any persons acting on
its or their behalf have not engaged and will not engage in any directed selling
efforts with respect to any Note, and it and they have complied and will comply
with the offering restrictions requirement of Regulation S. Each Dealer who has
purchased Notes of a Tranche hereunder (or in the case of a sale of a Tranche of
Notes issued to or through more than one Dealer, each of such Dealers as to the
Notes of such Tranche purchased by or through it or, in the case of a syndicated
issue, the relevant Lead Manager) shall determine and notify to the Agent the
completion of the distribution of the Notes of such Tranche. On the basis of
such notification or notifications, the Agent agrees to notify such Dealer/Lead
Manager of the end of the distribution compliance period with respect to such
Tranche. Each Dealer also agrees that, at or prior to confirmation of sale of
Notes, it will have sent to each distributor, dealer or person receiving a
selling concession, fee or other remuneration that purchases Notes from it
during the distribution compliance period a confirmation or notice to
substantially the following effect:
	 
	 	“The Securities covered hereby have not been registered under the U.S.
Securities Act of 1933 (the “Securities Act”) and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons
(i) as part of their distribution at any time or (ii) otherwise until 40 days
after the completion of the distribution of the Securities as determined and
notified by the Agent for the Securities to [name of Dealer/Lead Manager],
except in either case in accordance with Regulation S under the Securities Act.
Terms used above have the meanings given to them by Regulation S.”



Terms used in this sub-clause 1(1) have the meanings given to them by
Regulation S.



		
	 	In order to facilitate compliance by each Dealer with the foregoing, the
relevant Issuer undertakes that, prior to such certification with respect to
such Tranche, it will notify each applicable Dealer in writing of each
acceptance by the relevant Issuer of an offer to purchase, and of any issuance
of, Notes or other debt obligations of the relevant Issuer which are denominated
in the same currency or composite currency and which have substantially the same
interest rate and maturity date as the Notes of such Tranche.
	 
	 	(2)      In addition, the Notes are in bearer form and are subject to United
States tax law requirements and may not be offered, sold or delivered within the
United States or its possessions or to a United States person, except in certain
transactions permitted by United States tax laws and regulations. Each Dealer
represents and agrees with the Issuer that:





		
	 	   (a)      except to the extent permitted under U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D)

(the “D Rules”), each Dealer (a) represents that it has not
offered or sold, and agrees that during the restricted period it will not offer
or sell, Notes in bearer form to a person who is within the United States or its
possessions or to a United States person, and (b) represents that it has not
delivered and agrees that it will not deliver within the United States or its
possessions definitive Notes in bearer form that are sold during the restricted
period;
	 
	 	   (b)      each Dealer represents that it has and agrees that throughout the
restricted period it will have in effect procedures reasonably designed to
ensure that its employees or agents who are directly engaged in selling Notes








		
	 	in
bearer form are aware that such Notes may not be offered or sold during the
restricted period to a person who is within the United States or its possessions
or to a United States person, except as permitted by the D Rules;
	 
	 	   (c)      if it is a United States person, each Dealer represents that it is
acquiring the Notes in bearer form for purposes of resale in connection with
their original issuance and if it retains Notes in bearer form for its own
account, it will only do so in accordance with the requirements of U.S. Treas.
Reg. Section 1.163-5(c)(2)(i)(D)(6); and
	 
	 	   (d)      with respect to each affiliate that acquires Notes from a Dealer
for the purpose of offering or selling such Notes during the restricted period,
such Dealer either (i) repeats and confirms the representations and agreements
contained in sub-clauses (a), (b) and (c) on such affiliate’s behalf or (ii)
agrees that it will obtain from such affiliate for the benefit of the relevant
Issuer the representations and agreements contained in sub-clauses (a), (b) and
(c).




		
	 	Terms used in this sub-clause 1(2) have the meanings given to them by the U.S.
Internal Revenue Code and regulations thereunder, including the D Rules. Whether
or not an offer, sale or delivery is treated as made within the United States or
its possessions or to a United States person will depend upon application of the
D Rules.
	 
	 	(3)      Each Dealer represent and agrees that it has not entered and will not
enter into any contractual arrangement with respect to the distribution and
delivery of the Notes, except with its affiliates or with the prior written
consent of the relevant Issuer.
	 
	 	(4)      Each issue of Indexed Notes or Dual Currency Notes shall be subject to
such additional U.S. selling restrictions as the relevant Issuer and the
relevant Dealer may agree as a term of the issue and purchase of such Notes,
which additional selling restrictions shall be set out in the Pricing
Supplement. Each relevant Dealer agrees that it shall offer, sell and deliver
such Notes only in compliance with such additional U.S. selling restrictions.



2.   United Kingdom



		
	 	Each Dealer represents and agrees that:




		
	 	   (i)      in relation to Notes which have a maturity of one year or more, it
has not offered or sold and, prior to the expiry of the period of six months
from the Issue Date of such Notes, will not offer or sell any such Notes to
persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995;
	 
	 	   (ii)      it has only issued or passed on and will only issue or pass on in
the 













		
	 	United Kingdom any document received by it in connection with the issue of
any Notes to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996
(as amended) or is a person to whom such document may otherwise lawfully be
issued or passed on; and
	 
	 	   (iii)      it has complied and will comply with all applicable provisions of
the FSA with respect to anything done by it in relation to any Notes in, from or
otherwise involving the United Kingdom.



3.   France



		
	 	Each Obligor and each Dealer represents and agrees that, in connection with
their initial distribution, it has not offered or sold, and will not offer or
sell, Notes in France, whether or not such Notes are Paris Listed Notes and has
not distributed or caused to be distributed and will not distribute or cause to
be distributed in France the Information Memorandum or any other offering
material relating to the Notes, except to (i) qualified investors (investisseurs
qualifiés) and/or (ii) a restricted group of investors (cercle restreint
d’investisseurs), all as defined in Article 6 of
ordonnance no 67-833 dated 28th
September, 1967 (as amended) and decret no. 98-880 dated 1st October, 1998.



4.   Japan



		
	 	The Notes have not been and will not be registered under the Securities and
Exchange Law of Japan (the “Securities and Exchange
Law”) and each Dealer agrees
that it will not offer or sell any Notes, directly or indirectly, in Japan or
to, or for the benefit of, any resident of Japan (which term as used herein
means any person resident in Japan, including any corporation or other entity
organised under the laws of Japan), or to others for re-offering or resale,
directly or indirectly, in Japan or to a resident of Japan except pursuant to an
exemption from the registration requirements of, and otherwise in compliance
with, the Securities and Exchange Law and any other applicable laws or
regulations of Japan.



5.   Germany



		
	 	In connection with the initial placement of any Notes in Germany, each Dealer
agrees that it will offer and sell such Notes (i) unless otherwise provided in
the relevant Subscription Agreement or the applicable Pricing Supplement in the
case of an issue made on a syndicated basis, only for an aggregate purchase
price per purchaser of at least DM 80,000 (or the foreign currency equivalent)
or such other amount as may be stipulated from time to time by applicable German
law or (ii) as may otherwise be permitted in accordance with applicable German
law.



6.   General



		
	 	Each Dealer agrees that it will (to the best of its knowledge and belief) comply
with all applicable securities laws and regulations in force in any jurisdiction
in which it purchases, offers, sells or delivers Notes or possesses or
distributes the Information Memorandum and will obtain any consent, approval or
permission required by it for the purchase, offer, 













		
	 	sale or delivery by it of
Notes under the laws and regulations in force in any jurisdiction to which it is
subject or in which it makes such purchases, offers, sales or deliveries and no
Obligor or any other Dealer shall have any responsibility therefor.
	 
	 	None of the Obligors and any of the Dealers represents that Notes may at any
time lawfully be sold in compliance with any applicable registration or other
requirements in any jurisdiction, or pursuant to any exemption available
thereunder, or assumes any responsibility for facilitating such sale.
	 
	 	With regard to each Tranche, the relevant Dealer will be required to comply with
such other additional restrictions as the relevant Issuer and the relevant
Dealer shall agree and as shall be set out in the applicable Pricing Supplement.












APPENDIX C



PART I



FORM OF DEALER ACCESSION LETTER — PROGRAMME


[      ], 19[  ]



	 	 	 
	To:	
Coca-Cola Enterprises Inc.

Coca-Cola Enterprises Great Britain plc

(the “Obligors”)



Dear Sirs,


Coca-Cola Enterprises Inc.

Coca-Cola Enterprises Great Britain plc

U.S.$3,000,000,000 Euro Medium Term Note Programme


We refer to the amended and restated Programme Agreement dated 9th March, 1999
entered into in respect of the above Euro Medium Term Note Programme and made
between the Obligors and the Dealers party thereto (which agreement, as amended,
supplemented or restated from time to time, is herein referred to as the
“Programme Agreement”).


Conditions Precedent


We confirm that we are in receipt of the documents referenced below:



		
	 	   (i)      a copy of the Programme Agreement; and
	 
	 	   (ii)     a copy of current versions of all documents referred to in Appendix A
of the Programme Agreement,



and have found them to our satisfaction. *


For the purposes of the Programme Agreement our notice details are as follows:


____________________________________________________________________________


*      It is important that each original legal opinion and comfort letter
permits it to be delivered to, and relied upon by, New Dealers, otherwise a side
letter to this effect should be provided.


(insert name, address, telephone, facsimile, telex (+ answerback) and
attention).


In consideration of the appointment by the Obligors of us as a Dealer under the
Programme Agreement we hereby undertake, for the benefit of the Obligors and
each of the other Dealers, that we will perform and comply with all the duties
and obligations expressed to be assumed by a Dealer under the Programme
Agreement.


This letter is governed by, and shall be construed in accordance with, the laws
of the State of New York.


Yours faithfully,


[Name of New Dealer]


By:      ________________________________


cc:      The Chase Manhattan Bank as Agent


      The other Dealers










PART II



FORM OF CONFIRMATION LETTER — PROGRAMME


[      ], 19[  ]


To:      [Name and address of New Dealer]


Dear Sirs,


Coca-Cola Enterprises Inc.


Coca-Cola Enterprises Great Britain plc


U.S.$3,000,000,000 Euro Medium Term Note Programme


We refer to the amended and restated Programme Agreement dated 9th March, 1999
(such agreement, as amended, supplemented or restated from time to time, the
“Programme Agreement”) entered into in respect of the above Euro Medium Term
Note Programme and hereby acknowledge receipt of your Dealer Accession Letter to
us dated [      ].


We hereby confirm that, with effect from the date hereof, you shall become a
Dealer under the Programme Agreement in accordance with clause 11(2) of the
Programme Agreement.


Yours faithfully,


For:      Coca-Cola Enterprises Inc.


By:      ____________________________


For:      Coca-Cola Enterprises Great Britain plc


By:      ____________________________


cc:      The Chase Manhattan Bank as Agent


      The other Dealers










PART III



FORM OF DEALER ACCESSION LETTER — NOTE ISSUE


[      ],
19[    ]


                    To:   [Coca-Cola Enterprises Inc./Coca-Cola Enterprises Great Britain plc]


(the “Issuer”)


Dear Sirs,


[Coca-Cola Enterprises Inc./Coca-Cola Enterprises Great Britain plc]


[Description of issue] (the “Notes”)


We refer to the amended and restated Programme Agreement dated 9th March, 1999
and made between inter alia the Issuer [, Coca-Cola Enterprises Inc. (the
“Guarantor”)]* and the Dealers party thereto (which agreement, as amended,
supplemented or restated from time to time, is herein referred to as the
“Programme Agreement”).


Conditions Precedent


We confirm that we are in receipt of the documents referenced below:


(i)      a copy of the Programme Agreement; and


(ii)      a copy of current versions of such of the other documents referred to
in Appendix A of the Programme Agreement as we have requested,


and have found them to our satisfaction or (in the case of the documents
referred to in (ii) above) have waived such production.**


For the purposes of the Programme Agreement our notice details are as follows:


(insert name, address, telephone, facsimile, telex (+ answerback) and
attention).


In consideration of the appointment by the Issuer of us as a Dealer under the
Programme Agreement in respect of the issue of the Notes we hereby undertake,
for the benefit of the Issuer [, the Guarantor]* and each of the other Dealers,
that, in relation to the issue of the Notes, we will perform and comply
with all
the duties and obligations expressed to be assumed by a Dealer under the
Programme Agreement.


This letter is governed by, and shall be construed in accordance with, the laws
of the State of New York.


Yours faithfully,


For:      [Name of New Dealer]


By:      ________________________________


cc:      The Chase Manhattan Bank as Agent










PART IV


FORM OF CONFIRMATION LETTER — NOTE ISSUE


[      ],
19[    ]


To:   [Name and address of New Dealer]


Dear Sirs,


[Coca-Cola Enterprises Inc./Coca-Cola Enterprises Great Britain plc]
(the “Issuer”)


[Description of issue]


(the “Notes”)


We refer to the amended and restated Programme Agreement dated 9th March, 1999
(such agreement, as amended, supplemented or restated from time to time, the
“Programme Agreement”) and hereby acknowledge receipt of your Dealer Accession
Letter to us dated [     ].


We hereby confirm that, with effect from the date hereof, in respect of the
issue of the Notes, you shall become a Dealer under the Programme Agreement in
accordance with the provisions of clause
11(2) of the Programme Agreement.


Yours faithfully,


For:   [Coca-Cola Enterprises Inc./Coca-Cola Enterprises Great Britain plc]


By:   ________________________________


cc:   The Chase Manhattan Bank as Agent










APPENDIX D


LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT


OF THE PROGRAMME


[      ], 19[    ]



	 	 	 
	To:		
The Dealers and the Listing Agent

(as those expressions are defined

in the amended and restated Programme Agreement dated

9th March, 1999, as amended,

supplemented or restated from

time to time, (the “Programme Agreement”))



Dear Sirs,


Coca-Cola Enterprises Inc.

Coca-Cola Enterprises Great Britain plc

U.S.$3,000,000,000 Euro Medium Term Note Programme (the “Programme”)


We hereby require, pursuant to clause 12(1) of the Programme Agreement, that the
aggregate nominal amount of the above Programme be increased to U.S.$[    ] from [specify date which is no earlier than seven London business days after
the date the notice is given] whereupon all references in the Programme
Agreement, the Agency Agreement, the Guarantee and/or any other agreement or
deed or document in relation to the Programme will be deemed amended
accordingly.


We understand that this increase is subject to the satisfaction of the condition
set out in clause 12(2) of the Programme Agreement namely that each Dealer shall
have received and found satisfactory all the documents and confirmations
described in the Initial Documentation List (with such changes as may be
relevant, with reference to the circumstances at the time of the proposed
increase, as are agreed between the Obligors and the Dealers) and the delivery
of any further conditions precedent that any of the Dealers may reasonably
require.


You must notify the Arranger and ourselves within seven London business days of
receipt by you of those documents and confirmations and, if applicable, further
conditions precedent if you consider (in your reasonable opinion) such
documents, confirmations and, if applicable, such further conditions precedent
to be unsatisfactory and, in the absence of such notification, you will be
deemed to consider such documents and confirmations to be satisfactory and such
further conditions precedent to be satisfied.


Terms used in this letter have the meanings given to them in the Programme Agreement.


Yours faithfully,









For:   Coca-Cola Enterprises Inc.


By:   ___________________________


For:   Coca-Cola Enterprises Great Britain plc


By:   ___________________________





cc:   The Chase Manhattan Bank as Agent







APPENDIX E


FORM OF SUBSCRIPTION AGREEMENT


[COCA-COLA ENTERPRISES INC. /


COCA-COLA ENTERPRISES GREAT BRITAIN plc]


[DESCRIPTION OF ISSUE]


[DATE]


To:    [        ]


(the “Managers”)


c/o    [        ]


(the “Lead Manager”)


cc:    The Chase Manhattan Bank as Agent


Dear Sirs,


[Coca-Cola Enterprises Inc./Coca-Cola Enterprises Great Britain plc] (the
“Issuer”) proposes to issue [DESCRIPTION OF ISSUE] (the “Notes”) pursuant to its
U.S.$3,000,000,000 Euro Medium Term Note Programme. [The Notes will be
unconditionally and irrevocably guaranteed by Coca-Cola Enterprises Inc. (the
“Guarantor”).]* The terms of the issue shall be as set out in the form of
Pricing Supplement attached to this Agreement as Annexe A.


This Agreement is supplemental to the amended and restated Programme Agreement
(the “Programme Agreement”) dated 9th March, 1999 made between, inter alia, the
Issuer [, the Guarantor]* and the Dealers party thereto. All terms with initial
capitals used herein without definition have the meanings given to them in the
Programme Agreement.


We wish to record the arrangements agreed between us in relation to the issue:



		
	 	      ** [1.   This Agreement appoints each Manager which is not a party to the
Programme Agreement (each a “New Dealer”) as a New Dealer in accordance with the
provisions of clause 11 of the Programme Agreement for the purposes of the issue
of the Notes. The Lead Manager confirms that it is in receipt of the documents
referenced below:




		
	 	(i)      a copy of the Programme Agreement; and
	 
	 	(ii)      a copy of such of the documents referred to in Appendix A of the
Programme Agreement as the Lead Manager (on behalf of the Managers) has
requested and has confirmed with [each of] the New Dealer[s] that [each of] the
New Dealer[s] has found them to be satisfactory or (in the case of any or all of
the documents referred to in (ii)) has waived such production.















		
	 	For the purposes of the Programme Agreement the details of the Lead Manager for
service of notices are as follows:




		
	 	      [insert name, address, telephone, facsimile, telex (+
answerback) and attention].




		
	 	      In consideration of the Issuer appointing the New Dealer[s] as [a]
Dealer[s] in respect of the Notes under the Programme Agreement, [each/the] New
Dealer hereby undertakes, for the benefit of the Issuer
[, the Guarantor]* and
each of the other Dealers, that, in relation to the issue of the Notes, it will
perform and comply with all the duties and obligations expressed to be assumed
by a Dealer under the Programme Agreement, a copy of which it acknowledges it
has received from the Lead Manager. The Issuer [and the Guarantor]* hereby
confirm[s] that [each of] the New Dealer[s] shall be vested with all authority,
rights, powers, duties and obligations of a Dealer in relation to the issue of
the Notes as if originally named as a Dealer under the Programme Agreement
provided that following the Issue Date of the Notes [each of] the New Dealer[s]
shall have no further such authority, rights, powers, duties or obligations
except such as may have accrued or been incurred prior to, or in connection
with, the issue of the Notes.]
	 
	 	[2.]     Subject to the terms and conditions of the Programme Agreement and this
Agreement the Issuer hereby agrees to issue the Notes and the Managers jointly
and severally agree to purchase the Notes at a purchase price of [   ] per
cent. of the principal amount of the Notes (the “Purchase Price”), being the
issue price of [   ] per cent. less a selling [commission/concession] of [   ] per cent. of such principal amount and a management and underwriting fee of [   ] per cent. of such principal amount.
	 
	 	[3.] The settlement procedures set out in Part 2 of Annexe A to the
Procedures Memorandum shall apply as if set out in this Agreement provided that,
for the purposes of this Agreement:




		
	 	   (i)      the sum payable on the Issue Date shall be [   ] (representing the
Purchase Price [, less the amount payable in respect of Managers’ expenses
specified in clause [4] of this Agreement]);
	 
	 	   (ii) “Issue Date” means [   ] a.m. ([   ] time) on [   ] or
such other time and/or date as the Issuer and the Lead Manager on behalf of the
Managers may agree; and
	 
	 	   (iii) “Payment Instruction Date” means the Issue Date unless there is
to be a pre-closing for the issue in which case it means the business day (being
a day on which banks and foreign exchange markets are open for business in
London) prior to the Issue Date.




		
	 	     [4.] The Issuer [, or failing the Issuer, the Guarantor]* shall bear and pay
(together with any applicable value added tax or similar tax) all costs and
expenses incurred in or in connection with the printing of the Notes, this
Agreement and the Pricing Supplement prepared in connection with the issue of
the Notes[, the listing of the Notes on the 










		
	 	Luxembourg Stock Exchange] and
making initial delivery of the Notes. In addition, the Issuer [, or failing the
Issuer, the Guarantor]* agrees to pay to the Lead Manager [   ] in
respect of reasonable legal, travelling, telex, facsimile, telephone, postage
and advertising expenses incurred and to be incurred by the Managers in
connection with the preparation and management of the issue and distribution of
the Notes which sum may be deducted from the Purchase Price as provided in
clause [3] hereof.
	 
	 	[5.]     The obligation of the Managers to purchase the Notes is
conditional upon:




		
	 	   (i)      the conditions set out in clause 3(2) (other than that set out in
clause 3(2)(f)) of the Programme Agreement being satisfied as of the Payment
Instruction Date and without prejudice to the aforesaid, the Information
Memorandum dated [   ] [, as supplemented by [   ],] containing all material
information relating to the assets and liabilities, financial position and
profits and losses of the Issuer [and the Guarantor]* and nothing having
happened or being expected to happen which would require the Information
Memorandum [, as so supplemented,] to be [further] supplemented or updated; and
	 
	 	   (ii)      the delivery to the Lead Manager on the Payment Instruction Date
of:




		
	 	               (A)      legal opinions addressed to the Managers dated the Payment
Instruction Date in such form and with such contents as the Lead Manager, on
behalf of the Managers, may reasonably require from Lowry F. Kline, general
counsel of the [Issuer/Guarantor,] [from Clifford Chance, the legal advisers to
the Issuer as to English law,] and from Allen & Overy, the legal advisers to the
Managers as to New York law;
	 
	 	               
(B)      a certificate dated as at the Payment Instruction Date signed
by a duly authorised officer of the Issuer [and a certificate dated as at the
Payment Instruction Date signed by a duly authorised officer of the Guarantor]*
giving confirmation to the effect stated in paragraph (i) of this clause;
	 
	 	               
(C)      [a] comfort letter[s] dated the [date hereof and the] Payment
Instruction Date from the independent auditors of [each of] the Issuer [and the
Guarantor]*], in such form and with such content as the Managers may reasonably
request; and
	 
	 	               
(D)      such other conditions precedent as the Lead Manager may
require.










		
	 	      If any of the foregoing conditions is not satisfied on or before the Payment
Instruction Date, this Agreement shall terminate on such date and the parties
hereto shall be under no further liability arising out of this Agreement (except
for the liability of the Issuer [, or failing the Issuer, the Guarantor]* in
relation to expenses as provided in clause [4] and except for any liability
arising before or in relation to such termination), provided that the Lead
Manager, on behalf of the Managers, may in its discretion waive any of the
aforesaid conditions (other than the condition precedent contained in clause
3(2)(c) of the Programme Agreement) or any part of them.





		
	 	[6.]     The Lead Manager, on behalf of the Managers, may, by notice to the
Issuer [and the Guarantor]*, terminate this Agreement at any time prior to
payment of the net purchase money to the Issuer if in the opinion of the Lead
Manager (after prior consultation with the Issuer if practicable) there shall
have been such a change in national or international financial, political or
economic conditions or currency exchange rates or exchange controls as would in
its view be likely to prejudice materially the success of the offering and
distribution of the Notes or dealings in the Notes in the secondary market and,
upon such +notice being given, the parties to this Agreement shall (except for
the liability of the Issuer [, or failing the Issuer, the Guarantor]* in
relation to expenses as provided in clause [4] of this Agreement and except for
any liability arising before or in relation to such termination) be released and
discharged from their respective obligations under this Agreement.
	 
	 	[7.]     Clause 19 of the Programme Agreement shall also apply to this Agreement
as if expressly incorporated herein.
	 
	 	[8.]     This Agreement may be signed in any number of counterparts, all of
which, taken together, shall constitute one and the same agreement and any party
may enter into this Agreement by executing a counterpart.




		
	 	      Please confirm that this letter correctly sets out the arrangements agreed
between us.



Yours faithfully,


For: [COCA-COLA ENTERPRISES INC./COCA-COLA ENTERPRISES GREAT BRITAIN

PLC]


By: ___________________________


[For: COCA-COLA ENTERPRISES INC.


By: __________________________]*


We agree to the foregoing.


For: [NAMES OF MANAGERS]





By: __________________________








ANNEXE A TO THE SUBSCRIPTION AGREEMENT

[Form of Pricing Supplement]

SIGNATORIES


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.


The Obligors


COCA-COLA ENTERPRISES INC.

Telephone: 001 770 989 3052

Telefax: 001 770 989 3061

Attention: Corporate Director Treasury Services

By:


COCA-COLA ENTERPRISES GREAT BRITAIN plc

Telephone: 001 770 989 3052

Telefax: 001 770 989 3061

Attention: Corporate Director Treasury Services

By:


The Dealers





ABN AMRO BANK N.V.

Telephone: 0171 392 3323

Telefax: 0171 392 3341

Attention: MTN Desk


BANQUE LEHMAN BROTHERS

Telephone: 331 5389 3051

Telex: 640677

Telefax: 331 5389 3134

Attention: Fixed Income Syndicate


BANQUE NATIONALE DE PARIS

Telephone: 331 4014 2286/4801 4099

Telex: 290727

Telefax: 331 4014 0662

Attention: EMTN Desk


CREDIT SUISSE FIRST BOSTON (EUROPE)  LIMITED

Telephone: 0171 888 4021

Telex: 892131 CSFB G

Telefax: 0171 888 3719

Attention: MTN Trading


DEUTSCHE BANK AG LONDON

Telephone: 0171 545 2761

Telex: 94015555 DBLN G

Telefax: 0171 545 4289

Attention: MTN Desk


LEHMAN BROTHERS INTERNATIONAL (EUROPE)

Telephone: 44 171 256 8256

Telex: 888881 LEHMAN G

Telefax: 44 171 260 2359

Attention: MTN Trading Desk


MIDLAND BANK plc

Telephone: 44 171 336 2000

Telefax: 44 171 336 3839

Attention: Transaction Development Team





MORGAN STANLEY & CO. INTERNATIONAL LIMITED

Telephone: 0171 425 7799

Telex: 8812564 MORSTN G

Telefax: 0171 425 7999

Attention: Debt Capital Markets, Head of Transaction Management Group.








SALOMON BROTHERS INTERNATIONAL LIMITED

Telephone: 0171 721 4228

Telex: 886441 SALBRO G

Telefax: 0171 721 2829

Attention: MTN Desk


SOCIÉTÉ GÉNÉRALE

Telephone: 331 4213 6683

Telex: 615890 SG MAR

Telefax: 331 4213 7721

Attention: RESS/OPM/TIT/PRO


UBS AG,

acting through its division Warburg Dillon Read

Telephone: 0171 567 2479

Telex: 887434 WDR G

Telefax: 0171 568 3349

Attention: MTNs and Private Placement


Each by its duly authorised signatory: