QuickLinks
 -- Click here to rapidly navigate through this document

Exhibit 4.3  




THE COCA-COLA COMPANY  


 AND  


 DEUTSCHE BANK TRUST COMPANY AMERICAS,

as successor to BANKERS TRUST COMPANY  


 TRUSTEE  




 SECOND SUPPLEMENTAL INDENTURE

Dated as of October [    ], 2007  




 DEBT SECURITIES  


 Supplemental to Amended and Restated Indenture

Dated as of April 26, 1988, as amended by the First Supplemental Indenture,

dated as of February 24, 1992  









 

        SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of October [    ], 2007, between
THE COCA-COLA COMPANY, a Delaware corporation, having its principal office at One Coca-Cola Plaza, N.W., Atlanta, Georgia 30313 (hereinafter called the "Company"), and
DEUTSCHE BANK TRUST COMPANY AMERICAS, as successor to BANKERS TRUST COMPANY, a New York banking corporation, as Trustee under the Original Indenture mentioned below (hereinafter called the "Trustee"). 


 
 

RECITALS    
    


        WHEREAS, the Company and the Trustee have heretofore entered into an Amended and Restated Indenture dated as of April 26, 1988, as amended by the First
Supplemental Indenture dated as of February 24, 1992 (hereinafter called the "Original Indenture"), to provide, among other things, for the issuance from time to time of Securities, unlimited
as to principal amount, all as provided in the Original Indenture; 


        WHEREAS,
Section 10.01 of the Original Indenture provides that, without the consent of the Holders of any of the Securities currently outstanding, the Company, when authorized by
a Board Resolution, and the Trustee may enter into one or more indentures supplemental to the Original Indenture for the purpose of, among other things, changing or eliminating any of the provisions
of the Original Indenture, provided that any such change or elimination shall become effective only when there is no Security of any Series created
prior to the execution of such supplemental indenture then outstanding which is entitled to the benefit of such provision; 


        WHEREAS,
the Company desires to modify a provision of the Original Indenture in accordance with Section 10.01; 


        WHEREAS,
the entry into this Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Original Indenture; and 


        WHEREAS,
all acts and proceedings required by law, by the Original Indenture and by the Certificate of Incorporation and By-laws of the Company necessary to constitute this
Supplemental Indenture a valid and binding agreement of the Company for the uses and purposes herein set forth, in accordance with its terms, have been done and taken, and the execution and delivery
of this Supplemental Indenture have been in all respects duly authorized. 


        NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: 


        For
and in consideration of the premises and the purchase of Securities by the Holders thereof, it is mutually covenanted and agreed, as follows: 


 
 

ARTICLE I
  
    DEFINITIONS    
    



        Section1.01    Definitions.    For all purposes of this Supplemental
Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: 



        (1)   terms
used herein in capitalized form and defined in the Original Indenture shall have the meanings specified in the Original Indenture; 


        (2)   the
words "herein," "hereof" and "hereunder" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and
not to any particular Article, Section or other subdivision; and 


        (3)   the
term defined in the first paragraph of the Recitals herein shall have the meaning specified therein. 



2







 




 
 

ARTICLE II
  
    MODIFICATION    
    


        Section 2.01    Amendment to Section 6.04 of the Original
Indenture.    Clause (1) of Section 6.04 is hereby amended to read in full as follows: 




(1)    file
with the Trustee, within 15 days after it files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then
it shall file with the Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents
and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations; 




 
 

ARTICLE III
  
    MISCELLANEOUS PROVISIONS    
    


        Section 3.01    Representations, Warranties, Covenants and Agreements of the
Company.    The Company makes and reaffirms as of the date of execution of this Supplemental Indenture all of its representations, warranties, covenants and
agreements set forth in the Original Indenture. 



        Section 3.02    Trustee Not Responsible for Recitals.    The recitals
contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness, except for the recital indicating the Trustee's approval of the form
of this Supplemental Indenture. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 


        Section 3.03    Effect of Amendment.    On the date hereof, the
Original Indenture shall be supplemented and amended in accordance herewith, and this Second Supplemental Indenture shall form a part of the Original Indenture for all purposes, and the Holder of
every security hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Second
Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Original Indenture, as amended and supplemented by this Second Supplemental Indenture. 


        Section 3.04    Effect of Headings.    The Article and Section
headings herein are for convenience only and shall not affect the construction hereof. 



        Section 3.05    Successors and Assigns.    All covenants,
stipulations, promises and agreements in this Supplemental Indenture by or on behalf of the Company shall bind and inure to the benefit of its successors and assigns, whether so expressed or not. 


        Section 3.06    Separability Clause.    In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 



        Section 3.07    Benefits of Indenture.    Nothing in this Supplemental
Indenture, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Authenticating Agent, any Securities Registrar and their successors under the Indenture
and the Holders of Securities, any benefit or any legal or equitable right, remedy or claim under the Indenture. 


        Section 3.08    Governing Law.    This Supplemental Indenture shall be
deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State. 


*            *            *            *



        This
Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same
instrument. 


3







 

        IN WITNESS WHEREOF, THE COCA-COLA COMPANY, party of the first part, has caused this Second Supplemental Indenture to be duly
executed and its corporate seal to be hereunto affixed, and the same to be attested; and DEUTSCHE BANK TRUST COMPANY AMERICAS (as successor to BANKERS TRUST
COMPANY), party of the second part, has caused this Second Supplemental Indenture to be duly executed and its corporate seal to be hereunto affixed, and the same to be
attested, all as of the day and year written above. 



	 	 	THE COCA-COLA COMPANY
	

 	
 	

By:	

  

	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS (AS SUCCESSOR TO BANKERS TRUST COMPANY)
	

 	
 	

By:	

  

	

 	
 	

By:	

  





4







 


	STATE OF GEORGIA	)	 	 	 
	 	)	SS.:	 	 
	COUNTY OF FULTON	)	 	 	 





        On
this        day of                        ,
            before me personally came                        , to me
known, who, being by me duly sworn, did depose and say that he resides at
Atlanta, Georgia; that he is                        of THE COCA-COLA COMPANY, one of the corporations described in and which
executed the foregoing instrument; that he knows the corporate seal of
said corporation; that one of the seals affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority. 



	 	 	 	  
 Notary Public
	

[NOTARIAL SEAL]	
 	

 	

 
	

 	
 	

 	

 





	STATE OF NEW YORK	)	 	 	 
	 	)	SS.:	 	 
	COUNTY OF NEW YORK	)	 	 	 





        On
the        of                        ,
            before me personally came                        , to me,
known, who, being by me duly sworn, did depose and say that he resides at
                        ; that he
is                        of DEUTSCHE BANK TRUST COMPANY AMERICAS, one of the corporations described in and which executed the
foregoing instrument; that he knows the corporate seal
of said corporation; that one of the seals affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed
his name thereto by like authority. 



	 	 	 	  
 Notary Public
	

[NOTARIAL SEAL]	
 	

 	

 




5











QuickLinks


RECITALS

ARTICLE I DEFINITIONS

ARTICLE II MODIFICATION

ARTICLE III MISCELLANEOUS PROVISIONS