UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549


FORM T‑3


APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939

Coca-Cola European Partners plc
(Issuer)
Coca-Cola European Partners US, LLC
(Subsidiary Guarantor)

Pemberton House
Bakers Road
Uxbridge UB8 1EZ
United Kingdom
(Address of principal executive offices)


SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED
 
     
Title of Class
  
Amount*
3.500% Notes due 2020
  
Up to $525,000,000 aggregate principal amount
3.250% Notes due 2021
  
Up to $250,000,000 aggregate principal amount
4.500% Notes due 2021
  
Up to $300,000,000 aggregate principal amount
______________________________
*          The actual aggregate principal amount of 3.500% Notes due 2020, 3.250% Notes due 2021 and 4.500% Notes due 2021 (together, the “New Notes”) to be issued pursuant to the New Notes Indenture, which is defined below, may be less and will depend upon the aggregate amount of the Old Notes (as defined below) that are exchanged as described in Item 2 hereof, “Securities Act Exemption Applicable.”
 
Approximate date of proposed exchange offers:
As soon as practicable after the date of this Application for Qualification
 
Name and address of agent for service:
Corporation Trust Company
1209 Orange St.
Wilmington, DE 19801


With a copy to:
 
Lisa L. Jacobs, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
 
The Applicants (as defined below) hereby amend this Application for Qualification (this “Application”) on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after the filing of an amendment that specifically states that it shall supersede this
Application, or (ii) such date as the Securities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), may determine upon written request of the Applicants.
 
 
GENERAL
 
1.          General Information
 
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

2.          Securities Act Exemption Applicable
 
In accordance with the terms of the offering memorandum and consent solicitation statement, dated March 12, 2018 (the “Offering Memorandum”), and the accompanying letter of transmittal and consent, dated March 12, 2018 (the “Letter of Transmittal” and, together with this Offering Memorandum, the “Offer Documents”), the offering by Coca-Cola European Partners plc (the “Issuer”, the “Company” or “CCEP”) to exchange (the “Exchange Offers” and, with respect to each series of Old Notes, an “Exchange Offer”) any and all 3.500% Notes due 2020 (the “Old 3.500% Notes”), 3.250% Notes due 2021 (the “Old 3.250% Notes”) and 4.500% Notes due 2021 (the “Old 4.500% Notes”, and together with the Old 3.500% Notes and the Old 3.250% Notes, the “Old Notes”) for (i) New Notes of the corresponding series, in each case to be issued by the Issuer and guaranteed by the Issuer’s subsidiary guarantor, Coca-Cola European Partners US, LLC (the “Guarantor” or “CCEP US” and, together with CCEP, the “Applicants”), and (ii) cash, is being conducted in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

Section 3(a)(9) of the Securities Act provides an exemption from registration when an issuer issues new securities exclusively to its existing security holders in exchange for its own outstanding securities. This exemption is available when (i) the new and outstanding securities are issued by the same obligors, (ii) the exchange offers are made only to existing security holders, (iii) no commission or other remuneration is paid for solicitation in connection with the exchange offers and (iv) no cash or non-cash consideration other than the securities to be exchanged is required to be paid by security holders to participate in the exchange offers.

The Old Notes were issued by CCEP US (as successor by merger to Coca-Cola Enterprises, Inc. (formerly named International CCE Inc.)) and guaranteed by CCEP.   CCEP will issue the New Notes to be exchanged for the Old Notes, and CCEP US will fully and unconditionally guarantee the New Notes.  Accordingly, CCEP US and CCEP were each an obligor under the Old Notes and related guarantees, respectively, and CCEP will be the obligor under the New Notes and CCEP US will be the obligor under the new related guarantees. The Exchange Offers will be made only to existing holders of the Old Notes.  No commission or other remuneration has been or will be paid, directly or indirectly, for soliciting exchanges pursuant to the Exchange Offers, and no consideration has been, or is to be given, directly or indirectly, to any person in connection with the transaction, except for customary fees and expenses paid to the Issuer’s legal advisors, the trustee under the Indenture to be qualified (the “New Notes Indenture”), and an exchange agent and information agent for the transaction.  No cash or non-cash consideration other than surrender of the Old Notes to be exchanged will be required to be paid by the holders of the Old Notes to participate in the Exchange Offers.


AFFILIATIONS
 
3.          Affiliates
 
The following table sets forth, as of March 12, 2018, a list of the affiliates of the Applicants, their respective jurisdictions of organization and the percentage of voting securities of the affiliate owned directly or indirectly by CCEP.
 
Name
Jurisdiction of
Organization
% Equity Interest(A)
Agua De La Vega Del Codorno, S.L.U.
Spain
100%
Aguas De Santolin, S.L.U.
Spain
100%
Aguas Del Maestrazgo, S.L.U.
Spain
100%
Aguas Del Toscal, S.A.U.
Spain
100%
Aguas Vilas Del Turbon, S.L.U.
Spain
100%
Amalgamated Beverages Great Britain Limited
United Kingdom
100%
BBH Investment Ireland Limited
Ireland
100%
Bebidas Gaseosas Del Noroeste, S.L.U.
Spain
100%
Beganet, S.L.U.
Spain
100%
BH Holdings Lux Commandite SCS
Luxembourg
100%(B)
BH Holdings Luxembourg SARL
Luxembourg
100%
BH Luxembourg SARL
Luxembourg
100%
 
2
 
BH SARL
Luxembourg
100%
Birtingahúsið ehf.
Iceland
34.50%
BL Bottling Holdings UK Limited
United Kingdom
100%
Bottling Great Britain Limited
United Kingdom
100%(B)
Bottling Holdings (Luxembourg) SARL
Luxembourg
100%
Bottling Holdings (Netherlands) B.V.
Netherlands
100%
Bottling Holdings Europe Limited
United Kingdom
100%(A)
Bottling Holding France SAS
France
100%
CC Digital GmbH
Germany
50%
CC Erfrischungsgetränke Oldenburg Verwaltungs GmbH
Germany
100%
Cc Iberian Partners Gestion, S.L.
Spain
100%
CC Verpackungs GmbH
Germany
100%
CCEP Equipment Services Limited
United Kingdom
100%
CCEP Holdings Norge AS
Norway
100%
CCEP Holdings Sverige AB
Sweden
100%
CCEP Holdings UK Limited
United Kingdom
100%
CCIP Soporte, S.L.U.
Spain
100%
Classic Brand (Europe) Designated Activity Company
Ireland
100%
Cobega Embotellador, S.L.U.
Spain
100%
Coca-Cola European Partners Belgium SPRL
Belgium
100%
Coca-Cola European Partners Deutschland GmbH
Germany
100%
Coca-Cola European Partners France SAS
France
100%(F)
Coca-Cola European Partners Great Britain Limited
United Kingdom
100%
Coca-Cola European Partners Holdings Great Britain Limited
United Kingdom
100%
Coca-Cola European Partners Holdings US, Inc.(G)
United States
100%(C)
Coca-Cola European Partners Iberia, S.L.U.
Spain
100%
Coca-Cola European Partners Ísland ehf.
Iceland
100%
Coca-Cola European Partners Luxembourg SARL
Luxembourg
100%
Coca-Cola European Partners Nederland B.V.
Netherlands
100%
Coca-Cola European Partners Norge AS
Norway
100%
Coca-Cola European Partners Pension Scheme Trustees Limited
United Kingdom
100%
Coca-Cola European Partners Portugal
Unipessoal, LDA
Portugal
100%
Coca-Cola European Partners Services Bulgaria EOOD
Bulgaria
100%
Coca-Cola European Partners Services Europe Limited
United Kingdom
100%
Coca-Cola European Partners Services SPRL
Belgium
100%(D)
Coca-Cola European Partners Sverige AB
Sweden
100%
Coca-Cola European Partners US II, LLC(H)
United States
100%
Coca-Cola European Partners US, LLC(I)
United States
100%
Coca-Cola Immobilier SCI
France
100%(F)
Coca-Cola Production SAS
France
100%
Compañía Asturiana De Bebidas Gasesosas, S.L.U.
Spain
100%
Compañia Castellana De Bebidas Gaseosas, S.L.
Spain
100%
Compañía Levantina De Bebidas Gaseosas, S.L.U.
Spain
100%
Compañía Norteña De Bebidas Gaseosas, S.L.U.
Spain
100%
Compañia Para La Comunicación De
Bebidas Sin Alcohol, S.L.U.
Spain
100%
Conversia IT, S.L.U.
Spain
100%
Developed System Logistics, S.L.U.
Spain
100%
GBH Investment Ireland Limited
Ireland
100%
GBH Luxembourg SARL
Luxembourg
100%
GH Luxembourg SCS
Luxembourg
100%(B)
GR Bottling Holdings UK Limited
United Kingdom
100%
Herdt Verwaltungs GmbH i.L.
Germany
100%
Infineo Recyclage SAS
France
49%(E)
Instelling voor Bedrijfspensioenvoorziening Coca-Cola European Partners Belgium/Coca-Cola European Partners Services – Bedienden-Arbeiders OFP
Belgium
  100%
Instelling voor Bedrijfspensioenvoorziening Coca-Cola European Partners Belgium/Coca-Cola European Partners Services – Kaderleden OFP
Belgium
  100%
Iparbal, 99 S.L.
Spain
100%
IPARSOFT, 2004 S.L.
Spain
100%
Lusobega, S.L.
Spain
100%
Madrid Ecoplatform, S.L.U.
Spain
100%
Peña Umbria, S.L.U.
Spain
100%
 
3
 
Refecon Águas S.A.
Portugal
100%
Refrescos Envasados Del Sur, S.L.U.
Spain
100%
Refrige Sgps, S.A.
Portugal
100%
Roalba, S.L.U.
Spain
100%
Solares y Edificios Norteños, S.L.U.
Spain
100%
Svenska Brettbolaget AB
Sweden
19.60%
WB Investment Ireland 2 Limited
Ireland
100%
WB Investment Ireland Limited
Ireland
100%
WBH Holdings Luxembourg SCS
Luxembourg
100%
WBH Luxembourg SARL
Luxembourg
100%
WIH UK Limited
United Kingdom
100%
Wir sind Coca-Cola GmbH
Germany
100%
___________________

(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.

For purposes of this application only, certain directors and executive officers of the Applicants listed in Item 4 below may also be deemed affiliates of the Applicants by virtue of their respective positions with the Applicants.

MANAGEMENT AND CONTROL
 
4.          Directors and Executive Officers
 
Set forth in the table below are the names of each of the directors, in the case of CCEP, managers, in the case of CCEP US, and respective executive officers of the Applicants.  Pursuant to the instruction to Item 4 of Form T-3, the terms "director" and "executive officer" are used in this Item 4 as defined in Sections 303(5) and 303(6), respectively, of the Trust Indenture Act of 1939, as amended.  The mailing address for each of the directors, managers and executive officers of the Applicants is: Pemberton House, Bakers Road, Uxbridge UB8 1EZ, United Kingdom.

Directors of Coca-Cola European Partners plc
   
Name
 
Office
Sol Daurella Comadrán
  
Chairman of the Board of Directors
Damian Gammell
  
Chief Executive Officer and Director
Thomas H. Johnson
  
Independent Non-executive Director
Jan Bennink
  
Independent Non-executive Director
José Ignacio Comenge Sánchez-Real
  
Non-executive Director
Christine Cross
  
Independent Non-executive Director
Francisco Crespo Benitez
  
Non-executive Director
Javier Ferrán
  
Independent Non-executive Director
Irial Finan
  
Non-executive Director
L. Phillip Humann
  
Independent Non-executive Director
Orrin H. Ingram II
  
Independent Non-executive Director
Alfonso Líbano Daurella
  
Non-executive Director
Véronique Morali
  
Independent Non-executive Director
Mario Rotllant Solá
  
Non-executive Director
Álvaro Gómez-Trénor Aguilar
  
Non-executive Director
Garry Watts
  
Independent Non-executive Director
Curtis R. Welling
  
Independent Non-executive Director
 
Executive Officers of Coca-Cola European Partners plc
   
Name
 
Office
Damian Gammell
  
Chief Executive Officer
Manik Jhangiani
  
Chief Financial Officer
Ronald J. Lewis
  
Chief Supply Chain Officer
Clare Wardle   General Counsel & Company Secretary
Lauren Sayeski   Chief Public Affairs & Communications Officer
Peter Brickley   Chief Information Officer
Victor Rufart   Chief Strategy Officer
Nick Wall   Chief Human Resources Officer
 
4
 
Francesc Cosano
  
General Manager, Iberia
Leendert den Hollander
  
General Manager, Great Britain
Ben Lambrecht
  
General Manager, France
Frank Molthan
  
General Manager, Germany
Stephen Moorhouse
  
General Manager, Northern Europe
Scott Bourgeois
  
Chief Accounting Officer
Frank Govaerts
  
Chief Compliance Officer
Joyce King-Lavinder
  
Vice President, Treasurer
Paul van Reesch
  
Vice President, Legal - Corporate and Deputy Company Secretary
Thor B. Erickson
  
Vice President, Investor Relations
Carl Saunders
  
Vice President, Rewards & Recognition
Stephen Lusk
  
Vice President, Commercial Development
Edward Walker
  
Vice President, Finance Business Planning
Ilan Ouanounou
  
Vice President, Corporate Strategy
Hans Bochove
  
Vice President, European Public Affairs
Shanna Wendt
  
Vice President, Leadership & Internal Communication
Danielle Guiho
  
Vice President, Labour Relations and Employment Practices
Glenda Jones-Williams
  
Vice President, HRBP Corporate Functions, Supply Chain & HR Communications
Jörg Alois Blunder
  
Vice President, Organisational Culture
Maria Kokkinou  
  
Vice President, Talent Acquisition
Nico Orie  
  
Vice President, HR Strategy & Operations
Luc De Weerdt
  
Vice President, IT Service
Miguel Angel Perez
  
Vice President, QESH
Ralf Peters
  
Vice President, Procurement

Managers of Coca-Cola European Partners US, LLC
   
Name
 
Office
Joyce King-Lavinder
  
Manager
Michael Violet
  
Manager
Thor B. Erickson
  
Manager

Executive Officers of Coca-Cola European Partners US, LLC
   
Name
 
Office
Joyce King-Lavinder
  
President and Treasurer
Michael Violet
  
Vice President and Chief Financial Officer
Thor B. Erickson
  
Vice President and Secretary
 
 
 
 
 
 
 
 
 
 
 
5
5.          Principal Owners of Voting Securities
 
As of February 28, 2018, the following persons beneficially owned or owned of record 10% or more of the ordinary shares of CCEP:
 
Name and Complete Mailing Address
  
Title of Class Owned
  
Amount Owned
  
Percentage of Voting
Securities Owned
Olive Partners, S.A.(1)
Calle Alcala, 44 - 4 Plt
Madrid, Madrid 28014
Spain
  
Ordinary Shares
  
166,128,987
  
34.26%
European Refreshments(2)
Southgate
Dublin Road
Drogheda
Co. Meath, A92YK7W
Ireland
  
Ordinary Shares
  
87,950,640
  
18.14%
______________________________________________________
(1)          Cobega, S.A. owns 100% of Cobega Invest, S.L.U., which owns 55.6% of Olive Partners, S.A.  The principal mailing address of each of Cobega, S.A. and Cobega Invest, S.L.U. is: Avenida Països Catalans, 32, 08950, Esplugues de Llobregat, Barcelona, Spain.
(2)          The Coca-Cola Company (“TCCC”) owns 100% of The Coca-Cola Export Corporation (“ExportCo”), which owns 100% of Atlantic Industries (“Atlantic”). Atlantic owns 100% of European Refreshments.  The principal mailing address of TCCC and ExportCo is: One Coca-Cola Plaza, Atlanta, Georgia 30313.  The principal mailing address of Atlantic is: c/o Maples Corporate Services Limited, South Church Street, George Town, Grand Cayman KY1-1104.


As of February 28, 2018, CCEP beneficially owned 100% of the membership interests in CCEP US.  CCEP’s mailing address is Pemberton House, Bakers Road, Uxbridge UB8 1EZ, United Kingdom.


UNDERWRITERS
 
6.          Underwriters
 
(a)
The following table sets forth the name and mailing address of each person who, within three years prior to the date of filing this Application, acted as an underwriter of CCEP’s securities and the title of each security underwritten:

Name
Mailing Address
Securities Underwritten(1)
Banco Santander, S.A.
Ciudad Grupo Santander, Avenida de Cantabria, 28660, Boadilla del Monte, Madrid, Spain
The securities indicated in footnotes 2, 3 and 4
Barclays Bank Plc
5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom
The securities indicated in footnotes 2, 3 and 4
BNP Paribas
10 Harewood Avenue, London NW1 6AA, United Kingdom
The securities indicated in footnotes 2, 3 and 4
Citigroup Global Markets Limited
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom
The securities indicated in footnotes 2, 3 and 4
Coöperatieve Rabobank U.A. (Rabobank)
Markets, UC-Z2090, Croeselaan 18, 3521 CB Utrecht, The Netherlands
The securities indicated in footnotes 2, 3, 4 and 5
Deutsche Bank AG, London Branch
Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom
The securities indicated in footnotes 2, 3 and 4
HSBC Bank Plc
8 Canada Square, London E14 5HQ, United Kingdom
The securities indicated in footnotes 2, 3, 4 and 5
Merrill Lynch International
2 King Edward Street, London EC1A 1HQ, United Kingdom
The securities indicated in footnotes 2, 3 and 4
Mizuho International Plc
Bracken House, One Friday Street, London EC4M 9JA, United Kingdom
The securities indicated in footnotes 2, 3, 4 and 5
UniCredit Bank AG
Arabellastraße 12, 81925, Munich, Germany
The securities indicated in footnotes 2, 3, 4 and 5
______________________________________________________
(1)          Each of these securities is currently guaranteed by CCEP US.
(2)          0.750 per cent. Notes due 2022.
(3)          1.125 per cent. Notes due 2024.
(4)          1.750 per cent. Notes due 2028.
(5)          Floating Rate Notes due 2021.

6

The following table sets forth the name and mailing address of each person who, within three years prior to the date of filing this Application, acted as an underwriter of CCEP US’ securities and the title of each security underwritten:

Name
Mailing Address
Securities Underwritten(1)
Barclays Bank Plc
5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom
The securities indicated in footnote 2
BNP Paribas
10 Harewood Avenue, London NW1 6AA, United Kingdom
The securities indicated in footnote 2
Citigroup Global Markets Limited
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom
The securities indicated in footnote 2
Credit Suisse Securities (Europe) Limited
One Cabot Square, London E14 4QJ, United Kingdom
The securities indicated in footnote 2
Deutsche Bank AG, London Branch
Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom
The securities indicated in footnote 2
HSBC Bank Plc
8 Canada Square, London E14 5HQ, United Kingdom
The securities indicated in footnote 2
Merrill Lynch International
2 King Edward Street, London EC1A 1HQ, United Kingdom
The securities indicated in footnote 2
______________________________________________________
(1)          These securities are currently guaranteed by CCEP.
(2)          1.875% Notes due 2030.

(b)
The Issuer does not propose to make use of an underwriter for the issuance of the New Notes.


CAPITAL SECURITIES
 
7.          Capitalization
 
(a)
The table below sets forth the securities of each Applicant as of February 28, 2018.

       
Applicant
Title of Class
Amount
Authorized
Amount
Outstanding
Coca-Cola European Partners plc
Ordinary Shares
N/A
484,921,876
       
 
0.750% Notes due 2022
€700,000,000
€700,000,000
 
1.125% Notes due 2024
€500,000,000
€500,000,000
 
1.750% Notes due 2028
€500,000,000
€500,000,000
 
Floating Rate Notes due 2021
€350,000,000
€350,000,000
       
Coca-Cola European Partners US, LLC
Membership Interests
N/A
100%
       
 
3.500% Notes due 2020
$525,000,000
$525,000,000
 
3.250% Notes due 2021
$250,000,000
$250,000,000
 
4.500% Notes due 2021
$300,000,000
$300,000,000
       
 
2.000 per cent. Notes due 2019
€350,000,000
€350,000,000
 
2.625 per cent. Notes due 2023
€350,000,000
€350,000,000
 
2.375 per cent. Notes due 2025
€350,000,000
€350,000,000
 
2.750 per cent. Notes due 2026
€250,000,000
€250,000,000
 
1.875 per cent. Notes due 2030
€500,000,000
€500,000,000

(b)
Each ordinary share issued by Coca-Cola European Partners plc entitles the holder thereof to one vote on all matters to be voted upon by shareholders.

 
7
 
INDENTURE SECURITIES
 
8.          Analysis of Indenture Provisions
 
The New Notes will be issued under the New Notes Indenture to be dated as of the consummation of the Exchange Offers. The following is a general description of certain provisions of the New Notes Indenture. The description is qualified in its entirety by reference to the form of New Notes Indenture filed as Exhibit T3E-1 hereto. Capitalized terms used in this Item 8 and not defined herein have the meanings given to such terms in the New Notes Indenture.

 
(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.
 
 
8
 
 
(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.

9.          Other Obligors
 
There are no other obligors upon the New Notes apart from the Applicants.

Contents of Application.  This Application comprises:
 

 
(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:

     
Exhibit Number
  
Description
   
  
   
  
     
  
     
  
     
  
     
Exhibit T3D
  
Not applicable.
     
  
     
  
     
 
     
 
     

*
Filed herewith

9
 
SIGNATURE
 
Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Coca-Cola European Partners plc, a public limited company organized under the laws of England and Wales, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Atlanta, and state (country) of Georgia, on the 12th day of March, 2018.

     
COCA-COLA EUROPEAN PARTNERS PLC
       
       
     
By: 
  /s/ Joyce King-Lavinder
     
Name:
Joyce King-Lavinder
     
Title:
 Authorised Signatory
Attest:   
 /s/ Paul van Reesch      
Name:
 Paul van Reesch      
 
        

 
 
Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Coca-Cola European Partners US, LLC, a limited liability company organized under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Dacula, and state (country) of Georgia, on the 12th day of March, 2018.


     
COCA-COLA EUROPEAN PARTNERS US, LLC
       
       
     
By: 
 /s/ Michael Violet
     
Name:
Michael Violet
     
Title:
 Manager, Vice President and Chief Financial Officer
Attest: 
/s/ Paul van Reesch      
Name:
 Paul van Reesch      
 
        

 
 

 

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