CCE Coca-Cola European Partners Plc Ordinary Shares (delisted)

Entity

Form of Organization

Jurisdiction

Coca-Cola European Partners plc

Public Limited Company

England and Wales

Coca-Cola European Partners US, LLC

Limited Liability Company

Delaware

^(A)  

Pursuant to instruction 4 to Item 3 of Form T-3, CCEP and CCEP US have not disclosed the direct owner(s) for their foreign affiliates.

^(B)  

Class A and B shares.

^(C)  

Including preference shares issued to CCEP.

^(D)  

Class A, B and C shares.

^(E)

Class A and B shares. CCEP holds 49% of Class B shares.

^(F)

CCEP shareholding 99.99% or greater.

^(G)

Wholly owned directly by Coca-Cola European Partners plc.

^(H)

Wholly owned directly by Coca-Cola European Partners US, LLC.

^(I)

Wholly owned directly by Coca-Cola European Partners Holdings US, Inc.

 

(a)

Events of Default; Withholding of Notice . An Event of Default with respect to the New Notes of any series is defined as: (a) default for 30 days in payment of any interest on the New Notes of such series when it becomes due and payable; (b) default in payment of principal of or any premium, if any, on the New Notes of such series when the same becomes due and payable, whether at stated maturity or by acceleration, notice of redemption, et.; (c) default by CCEP in the performance of any other covenant or agreement of CCEP contained in the New Notes Indenture which affects or is applicable to the New Notes of such series that has not been remedied by the end of a period of 90 days after notice is given as specified in the New Notes Indenture; (d) default in the payment of principal or an acceleration of other indebtedness for borrowed money of CCEP where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds $100 million and such acceleration has not been rescinded or annulled or such indebtedness repaid within a period of 30 days after written notice to CCEP by the trustee under the New Notes Indenture (the “New Notes Trustee”) or to CCEP and the New Notes Trustee by the holders of at least 25% in principal amount of all outstanding debt securities under the New Notes Indenture, provided that if any such default is cured, waived, rescinded or annulled, then the Event of Default by reason thereof would be deemed not to have occurred; and (e) certain events of bankruptcy, insolvency and reorganization of CCEP.

 

The New Notes Trustee must give to the holders of New Notes of any series notice of all Defaults known to it with respect to the New Notes of such series, which have not been cured or waived, within 90 days after such a Default has occurred.   Except in the case of default in the payment of principal of or any premium or interest on any of the New Notes of such series, the New Notes Trustee may withhold such notice if the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the best interest of the holders of the New Notes of such series.

 

The Issuer must furnish to the New Notes Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate stating whether or not to the best knowledge of the signers of the Officers’ Certificate the Issuer is in default in the performance and observance of any of the terms, provisions and conditions of the New Notes Indenture (without regard to grace periods or notice requirements) and if in default, specifying the nature and status of all such defaults.

 

(b)

 

Authentication and Delivery; Use of Proceeds . The New Notes will be executed by an individual or individuals duly authorized by the Board of Directors of the Issuer to execute the New Notes. No New Note will be entitled to any benefit under the New Notes Indenture unless it bears a certificate of authentication executed by the New Notes Trustee in manual signature of an authorized signatory. The New Notes Trustee may appoint an authenticating agent acceptable to the Issuer.  The New Notes will be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.

 

The exchange of New Notes for the Old Notes pursuant to the Exchange Offers will not produce any proceeds for use by the Applicants.

 

(c)

Release and Substitution of Property Subject to the Lien of the Indenture . The New Notes are unsecured obligations of the Company. As such, the New Notes are not secured by any lien on any property.

 

(d)

Satisfaction and Discharge . The Issuer may terminate its obligations and those of the Guarantor under the New Notes Indenture by delivering to the New Notes Trustee for cancellation all outstanding New Notes or by depositing with the New Notes Trustee or the paying agent after the New Notes have become due and payable, whether at stated maturity, or any redemption or repayment date, or otherwise, cash sufficient to pay all of the outstanding New Notes and paying all other sums payable under the New Notes Indenture.

 

   

(e)

Evidence Required to Be Furnished for Compliance . The Issuer will be obligated under the New Notes Indenture to deliver to the New Notes Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating whether or not to the best knowledge of the signers of the Officers’ Certificate the Issuer is in default in the performance and observance of any of the terms, provisions and conditions of the New Notes Indenture (without regard to grace periods or notice requirements) and if in default, specifying the nature and status of all such defaults.

 

(a)

Pages numbered 1 to 10, consecutively.

 

(b)

The statement of eligibility and qualification of the trustee under the Indenture to be qualified on Form T-1 included as Exhibit T3G hereto.

 

(c)

The following exhibits in addition to those filed as a part of the statement of eligibility and qualification of the trustee referenced in clause (b) above:

*

Filed herewith

COCA-COLA EUROPEAN PARTNERS PLC

By:  

Name:

Joyce King-Lavinder

Title:

Attest:    

Name: