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 November 1, 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 November 1, 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, provide 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:


 


2

















 


ARTICLE
I



DEFINITIONS


 


Section 1.01                                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.


 


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;


 


3

















 


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.


 


4

















 


*       *       *      
*


 


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.


 


5

















 


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:

  	
  /s/ Steve M. Whaley

  
	
   

  	
  Steve M. Whaley

  
	
   

  	
  Vice President and Assistant Treasurer

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wanda Camacho

  
	
   

  	
   

  	
  Wanda Camacho

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carol Ng

  
	
   

  	
   

  	
  Carol Ng

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  



 


6

















 


	
  STATE
  OF GEORGIA

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY
  OF FULTON

  	
  )

  	
   

  



 


 


On this 1st day of November, 2007 before me personally came Steve M.
Whaley, to me known, who, being by me duly sworn, did depose and say that he
resides at Atlanta, Georgia; that he is Vice President and Assistant Treasurer 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.


 


	
   

  	
   

  	
  /s/
  Mona L Spencer

  
	
   

  	
   

  	
  Notary
  Public

  
	
  [NOTARIAL SEAL]

  	
   

  	
  MONA
  L. SPENCER

  
	
   

  	
   

  	
  Notary
  Public, Dekalb County, Georgia

  
	
   

  	
   

  	
  My
  Commission Expires May 27, 2008

  



 


 


 


 


	
  STATE
  OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY
  OF NEW YORK

  	
  )

  	
   

  



 


 


On the 1st of November, 2007 before me personally came Wanda Camacho,
to me, known, who, being by me duly sworn, did depose and say that she resides
at 60 Wall Street, New York, New York 10005; that she is Vice President 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.


 


	
   

  	
   

  	
  /s/ Annie Jaghatspanyan

  
	
   

  	
   

  	
  Notary
  Public

  
	
  [NOTARIAL
  SEAL]

  	
   

  	
  ANNIE
  JAGHATSPANYAN

  
	
   

  	
   

  	
  Notary
  Public, State of New York

  
	
   

  	
   

  	
  No.
  01JA6062022

  
	
   

  	
   

  	
  Qualified
  in New York County

  
	
   

  	
   

  	
  Commission
  Expires September 23, 2009

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


	
  STATE
  OF NEW YORK

  	
  )

  	
   

  
	
   

  	
  )

  	
  SS.:

  
	
  COUNTY
  OF NEW YORK

  	
  )

  	
   

  



 


 


On the 1st of November, 2007 before me personally came Carol Ng, to me,
known, who, being by me duly sworn, did depose and say that she resides at 60 Wall
Street, New York, New York 10005; that she is Vice President 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.


 


	
   

  	
   

  	
  /s/ Annie Jaghatspanyan

  
	
   

  	
   

  	
  Notary
  Public

  
	
  [NOTARIAL
  SEAL]

  	
   

  	
  ANNIE
  JAGHATSPANYAN

  
	
   

  	
   

  	
  Notary
  Public, State of New York

  
	
   

  	
   

  	
  No.
  01JA6062022

  
	
   

  	
   

  	
  Qualified
  in New York County

  
	
   

  	
   

  	
  Commission
  Expires September 23, 2009

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


7