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EXHIBIT 4.3
Form of Warrant Agreement
for Warrants Sold Attached
to Debt Securities
THE COCA-COLA COMPANY
AND
[NAME OF WARRANT AGENT],
AS WARRANT AGENT
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WARRANT AGREEMENT
DATED AS OF _________________, _____
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TABLE OF CONTENTS*
Page
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Parties...........................................................................................................
Recitals..........................................................................................................
Section 1. Appointment of Warrant Agent....................................................................
Section 2. Form of Warrant Certificates....................................................................
Section 3. Issuance of Warrant Certificates................................................................
Section 4. Execution of Warrant Certificates and
Countersignature................................................................................
Section 5. Treatment of Holders of Warrant
Certificates....................................................................................
Section 6. Transfers and Exchanges.........................................................................
Section 7. Warrant Price...................................................................................
Section 8. Duration of Warrants............................................................................
Section 9. Exercise of Warrant Certificates................................................................
Section 10. Redemption of Warrants..........................................................................
Section 11. Payment of Taxes................................................................................
Section 12. Mutilated or Missing Warrant
Certificates....................................................................................
Section 13. Obtaining of Governmental Approvals
[and Securities Exchange Listing]................................................................
Section 14. Merger, Consolidation or Change
of Name of Warrant Agent........................................................................
Section 15. Warrant Agent...................................................................................
Section 16. Disposition of Proceeds of
Exercise of Warrants............................................................................
Section 17. Change of Warrant Agent.........................................................................
Section 18. Notices to Company and
Warrant Agent...................................................................................
Section 19. Supplements and Amendments......................................................................
Section 20. Successors......................................................................................
Section 21. Termination.....................................................................................
Section 22. Governing Law...................................................................................
Section 23. Benefit of This Agreement.......................................................................
Section 24. Warrant Certificate Holder
Not Deemed a Debtholder.........................................................................
Section 25. Right of Action.................................................................................
Section 26. Delivery of Prospectus..........................................................................
Section 27. Counterparts....................................................................................
Testimonium.......................................................................................................
Signatures and Seals..............................................................................................
Exhibit A Form of Warrant Certificate
---------------------------------
* This Table of Contents does not constitute a part of this Agreement or
have any bearing upon the interpretation of any of its terms or
provisions.
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Form of Warrant Agreement for Warrants Sold
Attached to Debt Securities*
WARRANT AGREEMENT dated as of _______________, 20___ between THE
COCA-COLA COMPANY, a Delaware corporation (the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to) and [Name
of Warrant Agent], a _______________ banking corporation, as Warrant Agent (the
"Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of
__________, _____ (the "Indenture") with [Name of Trustee], as Trustee (the
"Trustee"), providing for the issue from time to time of debt securities not
limited in aggregate principal amount to be issued in one or more series; and
WHEREAS, the Company proposes to sell [title of securities being
offered] (the "Offered Securities") with warrant certificates (the "Warrant
Certificates") evidencing one or more warrants (the "Warrants" or individually a
"Warrant") representing the right to purchase [title of securities purchasable
through exercise of Warrants] (the "Warrant Securities" or individually a
"Warrant Security") to be issued under the Indenture, as supplemented by a
supplement thereto or in a board resolution or officers' certificate referred to
therein; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, transfer, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant Certificates
and the terms and conditions on which they may be issued, exchanged,
transferred, exercised and replaced;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein set forth, the parties hereto hereby agree as follows:
Section 1. Appointment of Warrant Agent. The Company hereby appoints
the Warrant Agent to act as agent for the Company in accordance with the
instructions set forth hereinafter in this Agreement, and the Warrant Agent
hereby accepts such appointment.
Section 2. Form of Warrant Certificates. The Warrant Certificates to be
delivered pursuant to this Agreement shall be in registered form and shall be
substantially in the form set forth in Exhibit A attached hereto, shall be dated
[insert date] and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon, and may have such changes therein, as the
officers of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange on which the Warrants may be listed, or to conform to
usage.
Section 3. Issuance of Warrant Certificates. (a) Warrants shall be
initially issued in units as described below in connection with the issuance of
the Offered Securities [but shall be separately transferable on or after 5:00
P.M. New York City time on _______________ (the "Detachable Date")] [and shall
not be separately transferable] and each Warrant Certificate shall evidence one
or more Warrants. Each Warrant evidenced thereby shall represent the right,
subject to the provisions contained herein and therein, to purchase a Warrant
Security in the principal amount of [insert principal amount of Warrant
Securities to be purchased upon exercise of each Warrant]. Warrants shall be
initially issued in units with one Warrant per each [insert currency, currency
units or composite currency and amount] principal amount of Offered Security
included in such unit.
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* Complete or modify the provisions of this Form as appropriate to
reflect the terms of the Warrants and the offered Warrant Securities.
Monetary amounts may be in U.S. dollars or in foreign denominated
currency, currency units or composite currency.
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(b) Prior to the preparation of definitive Warrant Certificates,
the Company may execute, and the Warrant Agent shall countersign and deliver,
temporary Warrant Certificates (printed, lithographed, typewritten or otherwise
reproduced in a manner reasonably satisfactory to the Company). Temporary
Warrant Certificates shall be issuable substantially in the form of the
definitive Warrant Certificates, but with such omissions, insertions and
variations as may be appropriate for temporary Warrant Certificates, all as may
be determined in good faith by the Company. Temporary Warrant Certificates may
contain such references to any provision of this Agreement as may be
appropriate. Each temporary Warrant Certificate shall be executed by the Company
and shall be countersigned by the Warrant Agent upon the same conditions and in
substantially the same manner, and with like effect, as the definitive Warrant
Certificates. Within a reasonable period, the Company shall, in accordance with
this Agreement, execute and furnish definitive Warrant Certificates, and
thereupon temporary Warrant Certificates may be surrendered in exchange therefor
without charge pursuant to Section 6, and the Warrant Agent shall countersign
and deliver in exchange for such temporary Warrant Certificates a like aggregate
principal amount of definitive Warrant Certificates of authorized denominations.
Until so exchanged, the temporary Warrant Certificates shall be entitled to the
same benefits under this Agreement as definitive Warrant Certificates.
Section 4. Execution of Warrant Certificates and Countersignature.
Warrant Certificates shall be signed on behalf of the Company by its Chief
Executive Officer, its President, one of its Senior or Executive Vice Presidents
or one of its Vice Presidents and by its Secretary or an Assistant Secretary
under its corporate seal. Each such signature upon the Warrant Certificates may
be in the form of a facsimile signature of the present or any future Chief
Executive Officer, President, Senior or Executive Vice President, Vice
President, Secretary or Assistant Secretary, and may be imprinted or otherwise
reproduced on the Warrant Certificates and for that purpose the Company may
adopt and use the facsimile signature of any person who shall have been Chief
Executive Officer, President, a Senior or Executive Vice President, a Vice
President, Secretary or an Assistant Secretary, notwithstanding the fact that at
the time the Warrant Certificates shall be countersigned and delivered or
disposed of such person shall have ceased to hold such office. The seal of the
Company may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Warrant Certificates.
In case any officer of the Company who shall have signed any of the
Warrant Certificates shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned by the Warrant Agent, or
disposed of by the Company, such Warrant Certificates nevertheless may be
countersigned and delivered or disposed of as though such person had not ceased
to be such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by any person who, at the actual date of the execution of
such Warrant Certificate, shall be a proper officer of the Company to sign such
Warrant Certificate, although at the date of the execution of this Warrant
Agreement any such person was not such officer.
In connection with the initial issuance of the Warrants, upon receipt
of Warrant Certificates executed by the Company and a written order of the
Company executed by its Chief Executive Officer, its President, one of its
Senior or Executive Vice Presidents or one of its Vice Presidents and by its
Secretary or an Assistant Secretary, the Warrant Agent will manually countersign
and deliver Warrant Certificates in accordance with the instructions contained
in such order. Subsequent to such initial issuance of the Warrant Certificates,
the Warrant Agent shall countersign a Warrant Certificate only if the Warrant
Certificate is issued in exchange or substitution for, or in connection with the
registration of transfer or exercise of, one or more previously countersigned
Warrant Certificates, as hereinafter provided.
Warrant Certificates shall be manually countersigned by the Warrant
Agent and shall not be valid for any purpose unless so countersigned. Warrant
Certificates shall be dated the date of countersignature by the Warrant Agent.
The term "holder" or "holder of a Warrant Certificate" as used herein
shall mean any person in whose name at the time any Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that
purpose. [If Offered Securities with Warrants which are not immediately
detachable -- or upon the register of the Offered Securities prior to the
Detachable Date. The Company will, or will cause the registrar of the Offered
Securities to, make available at all times to the Warrant Agent such information
as to holders of the Offered Securities with Warrants as may be necessary to
keep the Warranty Agent's records up to date.]
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Section 5. Treatment of Holders of Warrant Certificates. Every holder
of a Warrant Certificate, by accepting the same, consents and agrees with the
Company, the Warrant Agent and with every subsequent holder of such Warrant
Certificate that until the transfer of the Warrant Certificate is registered on
the books of the Warrant Agent [or the register of the Offered Securities prior
to the Detachable Date], the Company and Warrant Agent may deem and treat the
registered holder of a Warrant Certificate as the absolute owner thereof
(notwithstanding any notation of ownership or other writing thereon made by
anyone) for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.
Section 6. Transfers and Exchanges. (a) The Warrant Agent shall
maintain an office for the purpose of exchanging, transferring or exercising the
Warrants in the Borough of Manhattan, The City of New York, State of New York,
(the "Warrant Agent Office"). [If Offered Securities with Warrants which are
immediately detachable--Upon] [If Offered Securities with Warrants which are not
immediately detachable--Prior to] the Detachable Date, a Warrant Certificate may
be exchanged or transferred only together with the Offered Security to which the
Warrant Certificate was initially attached, and only for the purpose of
effecting or in conjunction with an exchange or transfer of such Offered
Security. Prior to the Detachable Date, each transfer of the Offered Security on
the register of the Offered Securities shall operate also to transfer the
related Warrant Certificates. After [the Detachable Date, upon] surrender to the
Warrant Agent, Warrant Certificates evidencing Warrants may be exchanged for
Warrant Certificates in other denominations evidencing such Warrants or the
transfer thereof may be registered in whole or in part upon surrender to the
Warrant Agent at the Warrant Agent Office, accompanied (if so required by it) by
a written instrument or instruments of transfer in form satisfactory to the
Warrant Agent, duly executed by the holder or holders thereof or by the duly
appointed legal representative thereof or by a duly authorized attorney. Upon
any such registration of transfer, a new Warrant Certificate or new Warrant
Certificates of like tenor and representing in the aggregate a like number of
Warrants shall be issued to the transferee and the surrendered Warrant
Certificate shall be cancelled by the Warrant Agent. The Warrant Agent shall
deliver to the Company from time to time or otherwise dispose of such cancelled
Warrant Certificates in a manner satisfactory to the Company.
(b) Warrant Certificates may be exchanged at the option of the
holders thereof, when surrendered to the Warrant Agent at the Warrant Agent
Office as provided for in this Section 6 for a new Warrant Certificate or new
Warrant Certificates of like tenor and representing in the aggregate a like
number of Warrants. Warrant Certificates surrendered for exchange shall be
cancelled by the Warrant Agent. The Warrant Agent shall deliver to the Company
from time to time or otherwise dispose of such cancelled Warrant Certificates in
a manner satisfactory to the Company.
(c) [The Warrant Agent shall not be required to effect any
exchange [or registration of transfer] or exercise which will result in the
issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number
of full Warrants and a fraction of a Warrant.] [Insert any additional provision
for treatment of fractional Warrants and cash payment with respect thereof.] All
Warrant Certificates issued upon any exchange, exercise [or registration of
transfer] of Warrant Certificates shall be the valid obligations of the Company,
evidencing the same obligations, and entitled to the same benefits under this
Agreement, as the Warrant Certificates surrendered for such exchange, exercise
[or registration of transfer].
Section 7. Warrant Price. The exercise price of each Warrant is [insert
exercise price]. Such purchase price of the Warrant Securities upon exercise of
the Warrants is referred to in this Agreement as the "Warrant Price" and is
payable in full and in the manner provided in Section 9 at the time of exercise.
Section 8. Duration of Warrants. Warrant Certificates may be exercised
in whole at any time, and in part from time to time, [after 5 P.M. New York City
time on __________, _____ and] on or before 5 P.M. New York City time on
__________, _____ (the "Expiration Date"). Exercise of Warrant Certificates
shall occur only during normal business hours of the Warrant Agent office. Each
Warrant Certificate not exercised at or before the Expiration Date shall become
void, and all rights of the holder thereunder and under this Agreement shall
cease.
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Section 9. Exercise of Warrants. (a) During the period specified in
Section 8, any whole number of Warrants may be exercised by providing to the
Warrant Agent at the Warrant Agent Office specified in Section 6 the Warrant
Certificate with the form of election to purchase Warrant Securities set forth
on the reverse side of the Warrant Certificate properly completed and duly
executed and by paying to the Warrant Agent at such Warrant Agent Office [or at
__________] the Warrant Price for each Warrant exercised in lawful money of
[insert currency, currency units or composite currency], in cash or by bank wire
transfer, in each case in immediately available funds [or by tendering [insert
title and amount of debt securities of the Company]].* [The date on which
payment in full of the Warrant Price and certain information set forth on the
reverse of the Warrant Certificates are received by the Warrant Agent shall be
deemed to be the date on which the Warrant is exercised.] [Add any alternative
exercise provisions.] The Warrant Agent shall deposit all funds received by it
in payment of the Warrant Price in an interest-bearing account of the Company
maintained with it and shall advise the Company by telephone at the end of each
day on which a payment for the exercise of Warrants is received of the amount so
deposited to its account. The Warrant Agent shall promptly confirm such
telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee of (i) the number of Warrants
exercised, the principal amount of Warrant Securities issued upon exercise [and
the principal amount of the debt securities applied upon such purchase], (ii)
the instructions of each holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Securities to which such holder
is entitled upon such exercise, (iii) delivery of Warrant Certificates
evidencing the balance, if any, of the Warrants remaining after such exercise,
and (iv) such other information as the Company or the Trustee shall reasonably
require.
(c) A Warrant Certificate may be exercised only to purchase
Warrant Securities in the denominations [insert currency, currency units or
composite currency and amount] and integral multiples thereof.
(d) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations to
or upon the order of the holder of the Warrant Certificates evidencing such
Warrant, the Warrant Securities to which such holder is entitled in fully
registered form, registered in such name or names as may be directed by such
holder. If fewer that all of the Warrants evidenced by a Warrant Certificate are
exercised, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, a new Warrant Certificate
evidencing the number of such Warrants remaining unexercised.
Section 10. Redemption of Warrants. [Not applicable.] [The Warrants may
not be redeemed before _______________. On and after that date and prior to the
Expiration Date, the Company may, at its option, redeem the Warrants either as a
whole or from time to time in part, by mailing a notice by first class mail of
such redemption to the registered holders of such Warrants not less than 30 nor
more that 60 days prior to the date fixed for redemption, at a redemption price
equal to [insert appropriate redemption prices or redemption tables].]
[Additional redemption provisions may be added.]]
Section 11. Payment of Taxes. The Company will pay all documentary
stamp taxes attributable to the issuance of Warrant Certificates or the issuance
of Warrant Securities upon the exercise of Warrants; provided, however, that the
Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issue of any Warrant Certificates, or in
respect of the issue of any certificates for Warrant Securities upon exercise of
Warrants, in a name other than that of the registered holder of a Warrant
Certificate surrendered for exercise, and the Company may require the payment by
the party requesting such transfer or issuance of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Section 12. Mutilated or Missing Warrant Certificates. In case any of
the Warrant Certificates shall be mutilated, lost, stolen or destroyed, the
Company may in its discretion issue, and the Warrant Agent shall countersign and
deliver, in exchange and substitution for and upon cancellation of the mutilated
Warrant Certificate,
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* Insert as appropriate any additional provisions with respect to payment
of the exercise price by tendering debt securities of the Company.
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or in lieu of and substitution of the Warrant Certificate lost, stolen or
destroyed, a new Warrant Certificate of like tenor and representing an
equivalent number of Warrants, but only upon receipt of evidence satisfactory to
the Company and the Warrant Agent of such loss, theft or destruction of such
Warrant Certificate and indemnity or bond, if requested, also satisfactory to
them. Applicants for such substitute Warrant Certificates shall also comply with
such other reasonable regulations and pay such other reasonable charges as the
Company or the Warrant Agent may prescribe.
Section 13. Obtaining of Governmental Approvals [and Securities
Exchange Listings]. The Company from time to time will use its reasonable best
efforts [(a)] to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and to make securities acts
filings under federal and state laws, which may be or become requisite in
connection with the issuance, sale, transfer and delivery of the Warrant
Certificates, the exercise of the Warrants and the issuance, sale, transfer and
delivery of the Warrant Securities issued upon exercise of the Warrants [and (b)
to have the Warrants listed on [insert name of securities exchange]].
Section 14. Merger, Consolidation or Change of Name of Warrant Agent.
Any corporation into which the Warrant Agent may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Warrant Agent shall be a party, or any
corporation succeeding to the corporate trust business of the Warrant Agent,
shall be the successor to the Warrant Agent hereunder without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided that such corporation would be eligible for appointment as a successor
Warrant Agent under the provisions of Section 17. In case at the time such
successor to the Warrant Agent shall succeed under this Agreement, any of the
Warrant Certificates shall have been countersigned but not delivered, any such
successor to the Warrant Agent may adopt the countersignature of the original
Warrant Agent; and in case at that time any of the Warrant Certificates shall
not have been countersigned, any successor to the Warrant Agent may countersign
such Warrant Certificates either in the name of the predecessor Warrant Agent or
in the name of the successor Warrant Agent; and in all such cases such Warrant
Certificates shall have the full force provided in the Warrant Certificates and
in this Agreement.
In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrant Certificates shall have been countersigned but
not delivered, the Warrant Agent whose name has changed may adopt the
countersignature under its prior name; and in case at that time any of the
Warrant Certificates shall not have been countersigned, the Warrant Agent may
countersign such Warrant Certificates either in its prior name or in its changed
name; and in all such cases such Warrant Certificates shall have the full force
provided in the Warrant Certificates and in this Agreement.
Section 15. Warrant Agent. The Warrant Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and conditions,
by all of which the Company and the holders of Warrants, by their acceptance
thereof, shall be bound:
(a) The statements contained herein and in the Warrant
Certificates shall be taken as statements of the Company and the Warrant Agent
assumes no responsibility for the correctness of any of the same. The Warrant
Agent assumes no responsibility with respect to the execution, delivery or
distribution of the Warrant Certificates except as herein otherwise provided.
(b) The Warrant Agent shall not be responsible for any failure of
the Company to comply with any of the covenants contained in this Agreement or
in the Warrant Certificates to be complied with by the Company.
(c) The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company) and the Warrant Agent
shall incur no liability or responsibility to the Company or to any holder of
any Warrant Certificate in respect to any action taken, suffered or omitted by
it hereunder in good faith and in accordance with the opinion or the advice of
such counsel.
(d) The Warrant Agent shall incur no liability or responsibility
to the Company or to any holder of any Warrant Certificate for any action taken
in reliance on any notice, resolution, waiver, consent, order, certificate,
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or other paper, document or instrument believed by it to be genuine and to have
been signed, sent or presented by the proper party or parties.
(e) The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent under this
Agreement, to reimburse the Warrant Agent upon demand for all expenses, taxes
and governmental charges and other charges of any kind and nature (including the
reasonable fees, expenses and disbursements of its counsel) incurred by the
Warrant Agent in the execution of its duties under this Agreement, except any
such expenses or charges as may be attributable to its negligence or bad faith.
The Company also agrees to indemnify the Warrant Agent and save it harmless
against any and all losses, liabilities and expenses, including judgments, costs
and counsel fees, for anything done or omitted by the Warrant Agent arising out
of or in connection with this Agreement except as a result of its negligence or
bad faith.
(f) The Warrant Agent shall be under no obligation to institute
any action, suit or legal proceeding or to take any other action likely to
involve expense unless the Company or one or more holders of Warrant
Certificates shall furnish the Warrant Agent with reasonable security and
indemnity for any costs and expenses which may be incurred. All rights of action
under this Agreement or under any of the Warrants may be enforced by the Warrant
Agent without the possession of any of the Warrant Certificates or the
production thereof at any trial or other proceeding relative thereto, and any
such action, suit or proceeding instituted by the Warrant Agent shall be brought
in its name as Warrant Agent, and any recovery of judgment shall be for the
ratable benefit of the holders of the Warrants, as their respective rights or
interests may appear.
(g) The Warrant Agent, and any stockholder, director, officer or
employee thereof, may buy, sell or deal in any of the Warrants or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Warrant Agent
under this Agreement. Nothing herein shall preclude the Warrant Agent from
acting as Trustee under the Indenture or in any other capacity for the Company
or for any other legal entity.
(h) The Warrant Agent shall act hereunder solely as agent for the
Company, and its duties shall be determined solely by the provisions hereof. The
Warrant Agent shall not be liable for anything which it may do or refrain from
doing in connection with this Agreement except for its own negligence or bad
faith.
(i) The Company agrees that it will perform, execute, acknowledge
and deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may reasonably be
required by the Warrant Agent for the carrying out or performing of the
provisions of this Agreement.
(j) The Warrant Agent shall not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution and delivery hereof by the Warrant Agent) or in
respect of the validity or execution of any Warrant Certificate (except as to
the countersignature thereof by the Warrant Agent or as otherwise herein
provided) nor shall the Warrant Agent by any act hereunder be deemed to make any
representation or warranty as to the authorization of the Warrant Securities to
be issued pursuant to this Agreement or any Warrant Certificate or as to whether
the Warrant Securities will when issued be validly issued or as to the Warrant
Price or the number of Warrant Securities issuable upon exercise of any Warrant.
(k) The Warrant Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from the
Chief Executive Officer, the President, any Senior or Executive Vice President,
any Vice President, the Secretary or an Assistant Secretary of the Company, and
to apply to such officers for advice or instructions in connection with its
duties, and shall not be liable for any action taken or suffered to be taken by
it in good faith in accordance with instructions of any such officer or in good
faith reliance upon any statement signed by any one of such officers of the
Company with respect to any fact or matter (unless other evidence in respect
thereof is herein specifically prescribed) which may be deemed to be
conclusively proved and established by such signed statement.
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Section 16. Disposition of Proceeds of Exercise of Warrants. The
Warrant Agent shall account promptly to the Company with respect to Warrants
exercised and concurrently pay to the Company all moneys received by the Warrant
Agent on the purchase of Warrant Securities through the exercise of Warrants.
Section 17. Change of Warrant Agent. If the Warrant Agent shall resign
(such resignation to become effective not earlier than 30 days after the giving
of written notice thereof to the Company and the registered holders of Warrant
Certificates) or shall become incapable of acting as Warrant Agent, the Company
shall appoint a successor. If the Company shall fail to make such appointment
within a period of 30 days after it has been so notified in writing by the
Warrant Agent or by the holder of a Warrant Certificate (in the case of
incapacity of the Warrant Agent) then the holder of any Warrant Certificate may
apply to any court of competent jurisdiction for the appointment of a successor
to the Warrant Agent. Pending appointment of a successor to the Warrant Agent,
either by the Company or by such a court, the duties of the Warrant Agent shall
be carried out by the Company. Any successor warrant agent, whether appointed by
the Company or by such a court, shall be a bank or trust company, in good
standing, incorporated under the laws of any State or of the United States of
America, and having an office or agency in the Borough of Manhattan, The City of
New York, State of New York and must have at the time of its appointment as
warrant agent a combined capital and surplus of at least seventy-five million
dollars. After appointment the successor warrant agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Warrant Agent without further act or deed; but the former Warrant Agent
shall deliver and transfer to the successor warrant agent any property at the
time held by it hereunder and execute and deliver, at the expense of the
Company, any further assurance, conveyance, act or deed necessary for the
purpose. Failure to give any notice provided for in this Section, however, or
any defect therein, shall not affect the legality or validity of the removal of
the Warrant Agent or the appointment of a successor warrant agent, as the case
may be.
Section 18. Notice to Company and Warrant Agent. Any notice or demand
authorized by this Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant Certificate to or on the Company shall be sufficiently
given or made if sent by mail, first-class or registered, postage prepaid,
addressed (until another address is filed in writing by the Company with the
Warrant Agent), as follows:
The Coca-Cola Company
X.X. Xxxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Treasurer
In case the Company shall fail to maintain such office or shall fail to
give such notice of any change in the location thereof, presentations may be
made and notices and demands may be served at the principal corporate trust
office of the Warrant Agent.
Any notice pursuant to this Agreement to be given by the Company or by
the holder of any Warrant Certificate to the Warrant Agent shall be sufficiently
given if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company) to the
Warrant Agent as follows:
[Name of Warrant Agent
Address of Warrant Agent]
If the Warrant Agent shall receive any notice or demand addressed to
the Company by the holder of a Warrant Certificate pursuant to the provisions of
the Warrant Certificate, the Warrant Agent shall promptly forward such notice or
demand to the Company.
Section 19. Supplements and Amendments. The Company and the Warrant
Agent may from time to time supplement or amend this Agreement without the
approval of any holders of Warrant Certificates in order to cure any ambiguity
or to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provision herein, or to make any other
provisions in regard to matters or questions arising hereunder which the Company
and the Warrant Agent may deem necessary or desirable and which shall not
adversely affect the interest of the holders of Warrant Certificates.
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Section 20. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.
Section 21. Termination. This Agreement shall terminate at the close of
business on the fifteenth business day following the Expiration Date.
Notwithstanding the foregoing, this Agreement will terminate on any earlier date
if all Warrants have been exercised or redeemed. The provisions of Section 15
shall survive such termination.
Section 22. GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT CERTIFICATE
ISSUED HEREUNDER 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.
Section 23. Benefit of This Agreement. Nothing in this Agreement shall
be construed to give to any person or corporation other than the Company, the
Warrant Agent and the holders of the Warrant Certificates any legal or equitable
right, remedy or claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company, the Warrant Agent and the holders of
the Warrant Certificates.
Section 24. Warrant Certificate Holder Not Deemed a Debtholder. No
holder, as such, of any Warrant Certificate shall be entitled to any of the
rights of a holder of the Warrant Securities, including, without limitation, the
right to receive the payment of principal of, premium, if any, or interest, if
any, on the Warrant Securities or to enforce any of the covenants of the Warrant
Securities or the Indenture.
Section 25. Right of Action. All rights of action in respect to this
Agreement are vested in the respective holders of the Warrant Certificates; and
any holder of any Warrant Certificate, without the consent of the Warrant Agent
or of the holder of any other Warrant Certificate, may, in his own behalf and
for his own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce, his right to exercise the
Warrants evidenced by such Warrant Certificate for the purchase of Warrant
Securities in the manner provided in the Warrant Certificate and in this
Agreement.
Section 26. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus and any supplement thereto
relating to the Warrant Securities and the Warrant Agent agrees that upon the
exercise of any Warrant Certificate by the holder thereof, the Warrant Agent
will deliver to such holder, prior to or concurrently with the delivery of the
Warrant Securities issued upon such exercise, a copy of such prospectus.
Section 27. Counterparts. This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
THE COCA-COLA COMPANY
By:
----------------------------------------
Title:
[Seal]
Attest:
------------------------
Title:
[NAME OF WARRANT AGENT],
as Warrant Agent
By:
------------------------------------
Title:
[Seal]
Attest:
------------------------
Title:
11
EXHIBIT A to Form of Warrant
Agreement for Warrants Sold
Attached to Debt Securities
(FORM OF WARRANT CERTIFICATE)*
[Face of Warrant Certificate]
[Form of Legend if Prior to __________ this Warrant
Debentures with Warrants Certificate cannot be transferred
which are not immediately or exchanged unless attached to a
detachable: [Title of Offered Securities].]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT
AS PROVIDED HEREIN
THE COCA-COLA COMPANY
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M. NEW YORK TIME ON , 20__
[No.] Warrants
This certifies that _________________________ or registered assigns is
the registered owner of the above indicated number of Warrants, each Warrant
entitling such registered holder to purchase, at any time [after 5 P.M. New York
City time on __________, _____ and] on or before 5 P.M. New York City time on
___________, _____, [insert currency, currency units or composite currency and
amount] principal amount of [Title of Warrant Securities] (the "Warrant
Securities") of The Coca-Cola Company (the "Company"), issued and to be issued
under the Indenture (as hereinafter defined), at an exercise price of [insert
currency, currency units or composite currency and amount] per Warrant (the
"Warrant Price"). The holder may exercise the Warrants evidenced hereby by
providing certain information set forth on the back hereof and by paying in
full, in lawful money of [insert currency, currency units or composite currency]
in cash or by bank wire transfer, in each case in immediately available funds,
[or by tendering [insert title and amount of debt securities of the Company]],
the Warrant Price for each Warrant exercised to the Warrant Agent (as
hereinafter defined) and by surrendering this Warrant Certificate, with the
purchase form on the back hereof duly executed, at the office or agency of
[insert name or Warrant Agent], or its successor as warrant agent (the "Warrant
Agent"), currently at the address specified on the reverse hereof, and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities in registered form in denominations
of [insert currency, currency units or composite currency and amount] and any
integral multiples thereof. Upon any exercise of fewer than all of the Warrants
evidenced by this Warrant Certificate, there shall be issued to the holder
hereof a new Warrant Certificate evidencing the number of Warrants remaining
unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of __________, 20___ (the "Warrant Agreement")
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this
--------------------------
* Complete or modify the provisions of this Form as appropriate to
reflect monetary amounts in foreign denominated currency, currency
units or composite currency or original issue discount provisions.
12
Warrant Certificate consents by acceptance hereof. Copies of the Warrant
Agreement are on file at the above-mentioned office of the Warrant Agent [and at
_____].
The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of __________, _____ (the "Indenture")
between the Company and ______________, a _______________ organized and existing
under the laws of the United States of America, as Trustee (such Trustee and any
successor to such Trustee being hereinafter referred to as the "Trustee"), and
will be subject to the terms and provisions contained in the Indenture. Copies
of the Indenture and the form of the Warrant Securities are on file at the
principal corporate trust office of the Trustee [and at ______________________].
[If Offered Securities with registered Warrants which are not
immediately detachable -- Prior to __________, 20___, this Warrant Certificate
may be exchanged or transferred only together with the [Title of Offered
Securities] ("Offered Securities") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Securities. After such date, this
[If Offered Securities with registered Warrants which are immediately detachable
-- Transfer of this] Warrant Certificate may be registered when this Warrant
Certificate is surrendered at the office or agency of the Warrant Agent [or
_________________________] by the registered owner or his assigns, in person or
by an attorney duly authorized in writing, in the manner and subject to the
limitations provided in the Warrant Agreement.]
[If Offered Securities with Warrants which are not immediately
detachable -- Except as provided in the immediately preceding paragraph, after]
[If Offered Securities with Warrants which are immediately detachable -- After]
countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the office or
agency of the Warrant Agent for Warrant Certificates representing the same
aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of the Warrant Securities, including, without limitation,
the right to receive payments of principal of, premium, if any, or interest, if
any, on the Warrant Securities or to enforce any of the covenants of the Warrant
Securities or Indenture.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of _______________, 20___.
THE COCA-COLA COMPANY
By:
---------------------------------
Title:
[SEAL]
Attest:
------------------------------------
Countersigned:
------------------------------------
As Warrant Agent
By:
--------------------------------
Authorized Signature
13
14
[Reverse of Warrant Certificate]
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the holder must pay in lawful
money of [insert currency, currency units or composite currency] in cash or by
bank wire transfer, in each case in immediately available funds [or by tendering
of [insert title of debt security of Company]] the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department,
[insert address of Warrant Agent], Attn. ______________________________ [or
_______________________], which payment must specify the name of the holder and
the number of Warrants exercised by such holder. In addition, the holder must
complete the information required below and present this Warrant Certificate in
person or by mail (registered mail is recommended) to the Warrant Agent at the
addresses set forth below. This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent within five business days of the
payment.
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise __________
Warrants, evidenced by this Warrant Certificate, to purchase [insert currency,
currency units or composite currency and amount] principal amount of the [Title
of Warrant Securities] (the "Warrant Securities") of The Coca-Cola Company and
represents that he has tendered payment for such Warrant Securities in lawful
money of [insert currency, currency units or composite currency] in cash or by
bank wire transfer, in each case in immediately available funds [or by tendering
of [insert title of debt security of Company]] to the order of The Coca-Cola
Company, c/o [insert currency, currency units or composite currency and amount]
in accordance with the terms hereof. The undersigned requests that said
principal amount of Warrant Securities be in fully registered form in the
authorized denominations, registered in such names and delivered all as
specified in accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.
Dated:
(Insert Taxpayer
Identification Number Name
["TIN"], Social Security --------------------------------------
or Other Identifying Number (Please Print)
of Holder)
Address
---------------------------------
---------------------------------
Signature
---------------------------------
The Warrants evidenced hereby may be exercised at the following
address:
By hand at
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
By mail at
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants -- complete as
appropriate.]
15
Assignment
(Form of Assignment To Be Executed if Holder Desires
To Transfer Warrants Evidenced Hereby)
FOR VALUE RECEIVED _________________________ hereby sells, assigns and
transfers unto _____________________________________________.
Please insert taxpayer identification
number ("TIN"), social security or
other identifying number
--------------------------------- -------------------------------------
(Please print name and address
including zip code) -------------------------------------
--------------------------------------------------------------------------------
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _________________________ Attorney, to
transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.
Dated:
--------------------------------------------
Signature
(Signature must conform in all respects to
name of holder as specified on the face of
this Warrant Certificate and must bear a
signature guarantee by a bank, trust company
or member broker of the New York, Midwest or
Pacific Stock Exchange.)
Signature Guaranteed:
------------------------------
