Exhibit 4.5
THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF SECTION 2.05 OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS
NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY)
MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (THE “DEPOSITARY”), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
THE COCA-COLA COMPANY
4.875% Notes due March 15,
2019
CUSIP No. 191216AM2
THE COCA-COLA COMPANY, a Delaware
corporation (hereinafter called the “Company,” which
term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to CEDE & CO., or its registered assigns, the
principal sum of
(U.S. $
) on March 15, 2019 and to pay interest thereon from
March 6, 2009, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually
on March 15 and September 15 in each year, commencing
September 15, 2009 at the rate of 4.875% per annum (calculated
on the basis of a 360-day year comprised of twelve 30-day months,
rounded to the nearest cent), until the principal hereof is paid or
made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for
such interest, which shall be March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest which is
payable but is not so punctually paid or
1
duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this Series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this Series may
be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
If either a date for payment of
principal or interest on this Security or the Maturity of this
Security falls on a day that is not a Business Day, the related
payment of principal or interest will be made on the next
succeeding Business Day as if made on the date the payment was
due. No interest will accrue on any amounts payable for the
period from and after the date for payment of principal of or
interest on this Security or the Maturity of this Security provided
such payment is made on such next succeeding Business Day.
For this purpose, “Business Day” means any day which is
a day on which commercial banks settle payments and are open for
general business in The City of New York.
Payment of the principal of and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, New York in such coin or currency
of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made
by check drawn upon any Paying Agent and mailed on or prior to an
Interest Payment Date to the address of the Person entitled thereto
as such address shall appear in the Securities Register, or, upon
written application by the Holder to the Securities Registrar
setting forth wire instructions not later than the relevant Record
Date, by wire transfer to a Dollar account.
Reference is hereby made to the
further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to
on the reverse hereof, directly or through an authenticating agent,
by the manual signature of an authorized officer, this Security
shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
2
IN WITNESS WHEREOF, the Company has
caused this instrument to be duly executed under its corporate
seal.
Dated:
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THE COCA-COLA COMPANY
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By:
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Name:
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Title:
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[Seal]
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Attest:
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Name:
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Title:
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(Trustee’s Certificate of
Authentication)
This is one of the Securities of the
Series provided for in the within-mentioned
Indenture.
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Deutsche Bank Trust Company Americas, as
Trustee
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By:
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Authorized Officer
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3
[Reverse]
This Note (as defined herein) is one
of a duly authorized issue of debentures, notes or other evidences
of indebtedness of the Company (herein called the
“Securities”), issued and to be issued in one or more
Series under an Indenture, dated as of April 26, 1988, as
amended and supplemented by that First Supplemental Indenture,
dated as of February 24, 1992, and by that Second Supplemental
Indenture, dated as of November 1, 2007 (as so amended and
supplemented, herein called the “Indenture”), between
the Company and Bankers Trust Company (now known as Deutsche Bank
Trust Company Americas), as Trustee (herein called the
“Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. The Securities may be
issued in one or more Series, which different Series may be
issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may
be denominated and bear interest, if any, in Dollars or in a
Foreign Currency, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or
analogous funds (if any), may be subject to different covenants and
Events of Default and may otherwise vary as in the Indenture
provided. This Security is one of a Series of Securities
of the Company d
