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


 


	
  No.

  	
   

  	
   

  	
  $

  	
   

  



 


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


 


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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.


 


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IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed under its corporate seal.


 


Dated:


 


	
   

  	
   

  	
  THE COCA-COLA COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Seal]

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


(Trustee’s Certificate of Authentication)


 


This is one of the Securities of the Series provided
for in the within-mentioned Indenture.


 


 


	
   

  	
   

  	
  Deutsche Bank Trust Company Americas, as
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Officer

  



 


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[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 designated as set
forth on the face hereof (herein called the “Notes”), limited in aggregate
principal amount to $1,350,000,000.


 


No sinking fund is provided for the Notes.


 


In the event of a deposit or withdrawal of an
interest in this Note, including an exchange, redemption or transfer of this
Note in part only, the Trustee, as custodian of the Depositary, shall make an
adjustment on its records to reflect such deposit or withdrawal in accordance
with the rules and procedures of The Depository Trust Company applicable
to, and as in effect at the time of, such transaction.


 


If an Event of Default with respect to the
Notes shall occur and be continuing, the principal of, and accrued interest on,
the Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.  Upon payment (i) of
the amount of principal so declared due and payable and (ii) of interest
on any overdue principal and overdue interest (in each case to the extent that
the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of such principal of and interest, if
any, on the Notes shall terminate. The Holders
shall have such other rights and remedies after the occurrence and during the
continuance of an Event of Default as set forth in the Indenture.


 


The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Securities of each Series under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time outstanding of each Series to
be affected by such amendment or modification. 
The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities of each Series at
the time outstanding, on behalf of the Holders of all Securities of such
Series, to waive compliance by the


 


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Company with
certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences.  Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.  The Indenture contains provisions setting
forth certain conditions to the institution of proceedings by Holders of Securities
with respect to the Indenture or for any remedy under the Indenture.  Section 12.01(a) of the Indenture
also contains provisions applicable to the Notes relating to the Company’s
ability to discharge its obligations with respect to the Notes and under the
Indenture with respect to the Notes, upon the deposit of money, U.S. Government
Obligations or other government obligations, in an amount sufficient to pay and
discharge the principal of and interest on the Notes to the Maturity of the
Note, in certain specified circumstances. 
The lien and sale and lease back provisions described in Sections 5.03
and 5.04 of the Indenture will not be applicable to the Notes.


 


Subject to the next preceding sentence
hereof, no reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Note is registrable
in the Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of and interest on this Security are payable, duly endorsed, or
accompanied by a written instrument of transfer in form satisfactory to the
Company duly executed, by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


The Notes are issuable only in registered
form without coupons in denominations of $2,000 and any integral multiple of
$1,000 in excess thereof.  As provided in
the Indenture and subject to certain limitations therein set forth, this Note
is exchangeable for a like aggregate principal amount of Notes of different authorized
denominations, as requested by the Holder surrendering the same.


 


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 


The Company may redeem the Notes at its
option and at any time, either as a whole or in part.  If the Company elects to redeem the Notes, the
Company will pay a Redemption Price equal to the greater of:


 


100% of the principal amount of the Notes to
be redeemed, plus accrued and unpaid interest; and


 


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the sum of the present values of the
Remaining Scheduled Payments, plus accrued and unpaid interest.


 


In determining the present value of the Remaining
Scheduled Payments, the Company will discount such payments to the Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) using a discount rate equal to the Treasury Rate plus 30 basis points.
A partial redemption of the Notes may be effected by such method as the Trustee
shall deem fair and appropriate and may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for the Notes
or any integral multiple of $1,000 in excess thereof) of the principal amount
of Notes of a denomination larger than the minimum authorized denomination for
the Notes.


 


The term “Treasury Rate” means, with respect
to any Redemption Date, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue (as defined below). In
determining this rate, the Company assumes a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price (as defined below) for such Redemption Date.


 


The term “Comparable Treasury Issue” means
the United States Treasury security selected by an Independent Investment
Banker (as defined below) as having a maturity comparable to the remaining term
of the Notes to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issue of
corporate debt securities of comparable maturity to the remaining term of such
Notes.


 


“Independent Investment Banker” means each of
Banc of America Securities LLC, Citigroup Global Markets Inc. and HSBC
Securities (USA) Inc. and their respective successors as may be appointed from
time to time by the Trustee after consultation with the Company; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”),
the Company shall substitute therefor another Primary Treasury Dealer.


 


The term “Comparable Treasury Price” means,
with respect to any Redemption Date, the arithmetic average of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third Business Day preceding such Redemption
Date, as set forth in the daily statistical release (or any successor release)
published by the Federal Reserve Bank of New York and designated “Composite
3:30 p.m. Quotations for U.S. Government Securities.” If such release (or
any successor release) is not published or does not contain such prices on such
Business Day, then Comparable Treasury Price would mean the arithmetic average
of the Reference Treasury Dealer Quotations for such Redemption Date.


 


“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer and any Redemption Date, the
arithmetic average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer by 5:00 p.m. on the third Business Day preceding such
Redemption Date.


 


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“Reference Treasury Dealer” means each of
Banc of America Securities LLC, Citigroup Global Markets Inc. and HSBC
Securities (USA) Inc. and their respective successors; provided, however, that
if any of the foregoing shall cease to be a Primary Treasury Dealer, the
Company shall substitute therefor another Primary Treasury Dealer.


 


The term “Remaining Scheduled Payments”
means, with respect to any Note, the remaining scheduled payments of the
principal thereof to be redeemed and interest thereon that would be due after
the related Redemption Date but for such redemption; provided, however, that,
if such Redemption Date is not an interest payment date with respect to such
Note, the amount of the next scheduled interest payment thereon will be reduced
by the amount of interest accrued thereon to such Redemption Date.


 


Notice of any redemption will be mailed at
least 30 days but not more than 60 days before the Redemption Date to each
holder of Notes to be redeemed.


 


Unless the Company defaults in payment of the
Redemption Price, on and after the Redemption Date interest will cease to
accrue on the Notes or portions thereof called for redemption.


 


The Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note is
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


 


All terms used in this Note which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.  The Notes are governed by the laws of the
State of New York.


 


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ABBREVIATIONS


 


The following abbreviations, when used in the
inscription of the face of this Note, shall be construed as though they were
written out in full according to applicable laws or regulations:


 


	
  TEN COM

  	
   

  	
  -

  	
   

  	
  as tenants in common

  
	
  TEN ENT

  	
   

  	
  -

  	
   

  	
  as tenants by the entireties (Cust)

  
	
  JT TEN

  	
   

  	
  -

  	
   

  	
  as joint tenants with right of survivorship
  and not as tenants in common

  
	
  UNIF GIFT MIN ACT

  	
   

  	
  -

  	
   

  	
  ________________Custodian______________________under
  Uniform Gifts to Minors 

  
	
   

  	
   

  	
   

  	
   

  	
  (Minor)

  
	
   

  	
   

  	
   

  	
   

  	
  Act__________________

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  



 


Additional abbreviations may also be used
though not in the above list.


 


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FORM OF ASSIGNMENT


 


For value received ___________ hereby
sell(s), assign(s) and transfer(s) unto ____________ (Please insert
social security or other identifying number of assignee) the within Note, and
hereby irrevocably constitutes and appoints _________ as attorney to transfer
the said Note on the books of the Company, with full power of substitution in
the premises.


 


Dated:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature(s) must be guaranteed by an
  Eligible Guarantor Institution with membership in an approved signature
  guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange
  Act of 1934.

  



 


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