KO Coca Cola Company

DESCRIPTION OF THE COCA-COLA COMPANY GUARANTEES

        Set forth below is a summary of the terms of the KO Guarantees. This summary does not purport to be complete, and is qualified in its entirety by reference to the relevant terms of the Supplemental Indenture reflected in "The Proposed Amendments." If all the conditions to the Consent Solicitation for a series of CCR Notes are either satisfied or waived, we intend to issue a KO Guarantee for the benefit of the holders of the CCR Notes of that series promptly after the Offer Expiration Date.

        Under the KO Guarantees, we will irrevocably and unconditionally guarantee the full and punctual payment of principal, premium, if any, interest and any other amounts that may become due and payable by CCR in respect of the series of CCR Notes that were provided with the KO Guarantees. If CCR fails to pay any such amount, we will pay the amount that is due and required to be paid.

        The KO Guarantees:

•

will be our unsecured and unsubordinated obligations and will rank equally in right of payment with all of our other unsubordinated debt (including any unsecured and unsubordinated guarantees of our subsidiaries' indebtedness);



•

will be effectively subordinated to all of our existing and future secured obligations and structurally subordinated to all existing and future liabilities of our subsidiaries other than CCR; and



•

do not restrict our ability or the ability of CCR or our other subsidiaries to incur or guarantee additional indebtedness in the future.

        The KO Guarantees will not be secured by any of our assets or properties. As a result, by owning the KO Guarantees, you will be one of our unsecured creditors. The KO Guarantees will not be subordinated to any of our other unsecured debt obligations. In the event of a bankruptcy or liquidation proceeding against us, the KO Guarantees would rank equally in right of payment with all our other unsubordinated debt (including any unsecured and unsubordinated guarantees of our subsidiaries' indebtedness).

        As of March 31, 2017, we had, on an unconsolidated basis (The Coca-Cola Company only), unsecured and unsubordinated indebtedness of approximately $31.1 billion and no outstanding guarantees of subsidiaries' indebtedness. As of March 31, 2017, our subsidiaries had indebtedness of approximately $2.7 billion.

        For each series of CCR Notes that receive a KO Guarantee, the terms of the applicable KO Guarantee will be set forth in the Supplemental Indenture. A summary of the relevant terms of the Supplemental Indenture is set forth in "The Proposed Amendments."

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THE PROPOSED AMENDMENTS

        The purpose of the Consent Solicitation is to obtain Consents (i) to the Proposed Amendments to modify or remove certain of the covenants and events of default applicable to the CCR Notes contained in the Existing Indenture to substantively conform to the operative covenants and events of default in the indenture governing The Coca-Cola Company's existing unsecured and unsubordinated debt and (ii) to the execution and delivery of the Supplemental Indenture. The following is a summary of the principal changes to the Existing Indenture that would be effected by the Proposed Amendments. Consents to the Proposed Amendments for each series of CCR Notes are sought as a single proposal. Holders may not agree to some but not all of the Proposed Amendments. Capitalized terms appearing below but not defined in this section of this Offer to Purchase have the meanings assigned to such terms in the Existing Indenture. The Supplemental Indenture will give effect to the Proposed Amendments. To be effective under the Existing Indenture, these amendments must receive the Required Consent. The Proposed Amendments to the Existing Indenture and the CCR Notes would modify or remove certain of the covenants applicable to the CCR Notes contained in the following sections of the Existing Indenture:

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         The effectiveness of the Proposed Amendments is not a condition to any refranchising transaction of CCR or The Coca-Cola Company. See "Summary—North America Beverage Partnership Model." The Proposed Amendments will not alter the maturity dates of the CCR Notes, CCR's obligation to

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make principal and interest payments on the CCR Notes or, except as stated below, the substantive effect of any other covenant or provision designed to afford protection to the holders of the CCR Notes.

        Consents are sought with respect to all of the Proposed Amendments as a single proposal. Holders of the CCR Notes must consent to the Proposed Amendments as an entirety and may not consent selectively with respect to certain of the Proposed Amendments.

        The CCR Notes will also be deemed to be amended to conform or delete all provisions inconsistent with the Existing Indenture that are effected by the Proposed Amendments.

        If the Proposed Amendments to the Existing Indenture become operative, the eliminated provisions will be of no further force or effect with respect to the CCR Notes.

        Promptly following the Offer Expiration Date and so long as all the conditions to the Consent Solicitation for a series of CCR Notes are either satisfied or waived, including the Required Consents being delivered, we intend to execute the Supplemental Indenture to the Existing Indenture promptly after the Offer Expiration Date. The Supplemental Indenture will become effective when executed by CCR and the Trustee. However, the Supplemental Indenture will become operative only upon our purchase of the tendered CCR Notes and our payment for the Consents received pursuant to the Offer and the Consent Solicitation, which means that the amendments to the Existing Indenture effected by the Supplemental Indenture will be deemed to be revoked retroactive to the date of the Supplemental Indenture, and the Existing Indenture will remain in its current form, if such purchase and payment does not occur, whether because the Offer and the Consent Solicitation are terminated by us or for any other reason.

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THE OFFER AND CONSENT SOLICITATION

General Terms

The Purpose of the Offer and Consent Solicitation

        The purpose of the Offer and the Consent Solicitation is to acquire the CCR Notes and to obtain Consents (i) to the Proposed Amendments to modify or remove certain of the covenants and events of default applicable to the CCR Notes contained in the Existing Indenture to substantively conform to the operative covenants and events of default in the indenture governing The Coca-Cola Company's existing unsecured and unsubordinated debt and (ii) to the execution and delivery of the Supplemental Indenture. CCR Notes acquired will be retired and cancelled. The total amount of funds required to purchase all of the outstanding CCR Notes pursuant to the Offer is approximately $2.3 billion, including Accrued Interest from the last interest payment date for each series of CCR Notes to, but excluding, the Payment Date, assuming all outstanding CCR Notes are validly tendered prior to the Early Tender and Consent Expiration Date, the Payment Date is June 22, 2017. See "The Offer and Consent Solicitation—Conditions of the Offer and the Consent Solicitation."

        If the Proposed Amendments are effected as to a series of CCR Notes all Holders of CCR Notes of such series will be bound by the Proposed Amendments and will receive the applicable KO Guarantee, including the Holders who did not deliver their Consent. See "Risk Factors—The approval of the Proposed Amendments would be binding on holders of CCR Notes who do not consent to the Proposed Amendments."

Position Regarding the Offer and the Consent Solicitation

        None of us, CCR, the Dealer Managers, the Trustee, the Information Agent, the Tender Agent or any of their respective affiliates makes any recommendation as to whether or not Holders should tender all or any portion of their CCR Notes pursuant to the Offer (and thereby deliver Consents pursuant to the Consent Solicitation, provided such tender is on or prior to the Early Tender and Consent Expiration Date) or only deliver Consents without tendering CCR Notes pursuant to the Consent Solicitation. Holders must make their own decisions as to whether to tender their CCR Notes and deliver related Consents, and, if so, the amount of their CCR Notes to tender, or whether to deliver Consents without tendering CCR Notes pursuant to the Offer, and, if so, the amount of CCR Notes with respect to which to deliver Consents.

The Offered Consideration

        We are offering to purchase for cash, upon the terms and subject to the conditions described in this Offer to Purchase and the Letter of Transmittal, any and all of the outstanding CCR Notes that are validly tendered, and not validly withdrawn, on or before the Offer Expiration Date for the consideration described below. In conjunction with the Offer, we are soliciting, on the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal, Consents from Holders to the Proposed Amendments, as described under "The Proposed Amendments."

        Holders who validly tender their CCR Notes, and thereby deliver their Consents, on or before the Early Tender and Consent Expiration Date, and who do not validly withdraw their CCR Notes on or before the Early Tender and Consent Expiration Date, will be eligible to receive the applicable Total Consideration. Holders who validly tender their CCR Notes after the Early Tender and Consent Expiration Date and on or before the Offer Expiration Date, and thereby do not deliver their Consents, will only be eligible to receive the applicable Tender Offer Consideration, namely the applicable Total Consideration less the Early Tender Premium. In addition, Holders whose CCR Notes are accepted for purchase pursuant to the Offer will receive Accrued Interest from the last interest payment date for the applicable series of CCR Notes to, but excluding, the Payment Date in respect of

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their CCR Notes purchased pursuant to the Offer. Holders who validly deliver Consents without tendering the related CCR Notes pursuant to the Offer, and who do not validly revoke such Consents on or before the Early Tender and Consent Expiration Date, will be eligible to receive the Consent Payment.

        The applicable consideration for each $1,000 aggregate principal amount of CCR Notes validly tendered and not validly withdrawn pursuant to the Offer shall be determined in the manner described further in this Offer to Purchase, and in Annex B hereto, using the applicable Fixed Spread over the applicable Reference Yield based on the bid-side price of the applicable Reference Security, as quoted on the applicable Bloomberg reference page at the Price Determination Time. See Annex B for the hypothetical Total Consideration for each series of CCR Notes as calculated at 11:00 a.m., New York City time, on May 19, 2017.

        Total Consideration and Tender Offer Consideration.     The Total Consideration for the CCR Notes purchased pursuant to the Offer will be calculated, as described on Annex B hereto, so as to result in a price as of the Payment Date that equates to a yield to the maturity date for the CCR Notes equal to the sum of:

•

the applicable Reference Yield based on the bid-side price of the applicable Reference Security as quoted on the applicable Bloomberg reference page at the Price Determination Time, plus



•

the applicable Fixed Spread set forth for the Notes on the front cover of this Offer to Purchase.

        This sum is referred to in this Offer to Purchase as the "Tender Offer Yield."

        Specifically, the Total Consideration per $1,000 aggregate principal amount of the CCR Notes will equal:

•

the present value per $1,000 aggregate principal amount of all remaining payments of principal and interest on the CCR Notes of such series to be made to (and including) the maturity date, discounted to the Payment Date in accordance with the formula set forth on Exhibit B to this Offer to Purchase, at a discount rate equal to the Tender Offer Yield, minus



•

Accrued Interest from the last interest payment date for the applicable series of CCR Notes to, but excluding, the Payment Date per $1,000 aggregate principal amount of the Notes of such series.

        The Tender Offer Consideration will be equal to the Total Consideration minus the Early Tender Premium.

        The total consideration paid to holders of CCR Notes whose CCR Notes are validly tendered and not validly withdrawn pursuant to the Offer will be the Total Consideration or Tender Offer Consideration, as applicable, plus Accrued Interest from the last interest payment date for the applicable series of CCR Notes to, but excluding, the Payment Date per $1,000 aggregate principal amount of CCR Notes validly tendered and not validly withdrawn pursuant to the Offer, rounded down to the nearest cent.

        Any Holder that tenders CCR Notes pursuant to the Offer on or before the Early Tender and Consent Expiration Date must also deliver Consents to the Proposed Amendments, and the tender of CCR Notes pursuant to the Offer on or before the Early Tender and Consent Expiration Date will also constitute the delivery of Consents with respect to such tendered CCR Notes. A Holder tendering CCR Notes pursuant to the Offer may not revoke a Consent without withdrawing the previously tendered CCR Notes to which such Consent relates. If a Holder's CCR Notes are not validly tendered or are validly tendered but validly withdrawn and not validly re-tendered on or before the Early Tender and Consent Expiration Date, such Holder will not receive the Early Tender Premium in respect of such CCR Notes (nor will such Holder receive the Tender Offer Consideration unless such CCR Notes are

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validly re-tendered on or before the Offer Expiration Date). In no event will Holders tendering CCR Notes be entitled to receive the Consent Payment, which is offered solely in respect of Consents validly delivered and not validly revoked on or before the Early Tender and Consent Expiration Date that are made without tendering the related CCR Notes pursuant to the Offer. CCR Notes acquired will be retired and cancelled.

        The Dealer Managers will calculate the Total Consideration, Tender Offer Consideration and Accrued Interest from the last interest payment date for the applicable series of CCR Notes to, but excluding, the Payment Date, and their calculation will be final and binding, absent manifest error. Prior to the Price Determination Time, holders may obtain a hypothetical quote of the Reference Yield of the Reference Security (calculated as of a then-recent time) and the resulting hypothetical Total Consideration by contacting one of the Dealer Managers at the telephone numbers set forth on the back cover of this Offer to Purchase. Additionally, a daily quote of the Reference Yield of the Reference Security can be found in the Wall Street Journal on each day of the Offer. In addition, as soon as practicable after the Price Determination Time, but in any event at or before 9:00 a.m., New York City time, on the next business day after the Price Determination Time, we will publicly announce the actual Total Consideration, Tender Offer Consideration and Accrued Interest from the last interest payment date for the applicable series of CCR Notes to, but excluding, the Payment Date, for each series of CCR Notes promptly.

        Because the Total Consideration and Tender Offer Consideration are based on a fixed spread pricing formula linked to the yield on the applicable Reference Security, the actual amount of cash that may be received by a tendering Holder pursuant to the Offer will be affected by changes in such yield during the term of the Offer before the Price Determination Time. After the Price Determination Time, when the Total Consideration and Tender Offer Consideration are no longer linked to the yield on the applicable Reference Security, the actual amount of cash that may be received by a tendering holder pursuant to the Offer will be known and such amount will note change unless we modify the Offer in accordance with applicable law.

        Consent Payment.     The Consent Payment will be in an amount equal to the amount described in the table on the cover page of this Offer to Purchase with respect to each series of CCR Notes as to which such Consents are delivered and not revoked on or before the Early Tender and Consent Expiration Date without tendering the related CCR Notes pursuant to the Offer. Upon the terms and subject to the conditions of the Consent Solicitation, the Consent Payments will be payable to Holders who deliver Consents without tendering the related CCR Notes pursuant to the Offer on or before the Early Tender and Consent Expiration Date. The Consent Payment will not be payable to Holders delivering Consents by tendering CCR Notes.

        If the Proposed Amendments become effective for a series of CCR Notes, Holders who did not deliver their Consent as to that series of CCR Notes will be bound by the Proposed Amendments and will receive the KO Guarantees but will not receive the Consent Payment. Only Holders who validly deliver and do not revoke their Consent prior to the Early Tender and Consent Expiration Date will be eligible to receive the applicable Consent Payment. We will pay the Consent Payment promptly after the Offer Expiration Date.

        Accrued Interest.     Holders whose CCR Notes are accepted for purchase pursuant to the Offer will receive, in addition to the applicable Total Consideration or applicable Tender Offer Consideration, as the case may be, for their CCR Notes purchased pursuant to the Offer, accrued and unpaid interest in respect of such CCR Notes from the last interest payment date for the applicable series of CCR Notes to, but excluding, the Payment Date. Holders who deliver Consents without tendering the related CCR Notes pursuant to the Offer will not receive any Accrued Interest in respect of such CCR Notes.

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Source of Funds

        We expect to use a portion of the net proceeds from the Concurrent Offering and, if necessary, additional cash on hand to pay amounts due in relation to the Offer and the Consent Solicitation.

Offer Expiration Date and Early Tender and Consent Expiration Date; Extensions, Amendments and Termination

        The Offer will expire at 11:59 p.m., New York City time, on June 20, 2017, unless extended or earlier terminated by us. The Consent Solicitation will expire at 5:00 p.m., New York City time, on June 5, 2017, unless extended or earlier terminated by us. The deadline for Holders to validly tender CCR Notes (and thereby deliver Consents) and be eligible to receive payment of the Total Consideration pursuant to the Offer and the Consent Solicitation is the Early Tender and Consent Expiration Date. The deadline for Holders to validly deliver Consents without tendering CCR Notes pursuant to the Offer is also 5:00 p.m., New York City time, on June 5, 2017, unless extended or earlier terminated by us.

        We reserve the right to extend the Offer and/or the Consent Solicitation for such period or periods as we may determine, in our sole discretion, from time to time, by giving written or oral notice to the Tender Agent and by making public disclosure by press release by 9:00 a.m., New York City time, on the next business day following the previously scheduled Offer Expiration Date or Early Tender and Consent Expiration Date, as applicable, for the Offer and the Consent Solicitation. We therefore may extend the Offer and/or Consent Solicitation for one or more series of CCR Notes, while not extending for the remaining series of CCR Notes. During any extension of the Offer, all CCR Notes previously tendered will remain subject to the Offer, unless validly withdrawn. During any extension of the Consent Solicitation, all Consents previously delivered will remain effective, unless validly revoked on or before the Early Tender and Consent Expiration Date (as amended).

        We reserve the right, subject to applicable law, in our sole discretion, to:

•

waive any or all conditions to the Offer and/or the Consent Solicitation, in whole or in part, at any time and from time to time on or before the Offer Expiration Date;



•

extend or terminate the Offer and/or the Consent Solicitation with respect to any or all series of CCR Notes, including by extending the Early Tender and Consent Expiration Date or the Offer Expiration Date, as the case may be. We therefore may extend the Offer and/or Consent Solicitation for one or more series of CCR Notes, while not extending for the remaining series of CCR Notes; and



•

otherwise amend the Offer and/or the Consent Solicitation in any respect. We may make amendments to the Offer without amending the Consent Solicitation and vice versa.

        Any extension, amendment or termination will be followed as promptly as practicable by a public announcement of the extension, amendment or termination. Without limiting the manner in which we may choose to make such announcement, we will not, unless otherwise required by law, have any obligation to advertise or otherwise communicate any such announcement other than by issuing a press release to a nationally recognized news service or such other means of announcement as we deem appropriate.

        If we make a material change in the terms of the Offer or the Consent Solicitation or the information concerning the Offer or the Consent Solicitation or waive a condition of the Offer or the Consent Solicitation that results in a material change to the circumstances of the Offer or the Consent Solicitation, we will disseminate additional tender offer and consent solicitation materials and extend the Offer or the Consent Solicitation, as the case may be, to the extent required by applicable law. In the event that we either (a) reduce the aggregate principal amount of CCR Notes subject to the Offer

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or (b) reduce or increase the Total Consideration or the Tender Offer Consideration with respect to any or all series of CCR Notes, we will extend the Offer to the extent required by Rule 14e-1 under the Exchange Act.

Procedure for Tendering CCR Notes and Delivering Consents

General

        In order for a Holder to be eligible to receive the Total Consideration, the Holder must validly tender its CCR Notes pursuant to the Offer, and thereby deliver its related Consents pursuant to the Consent Solicitation, on or before the Early Tender and Consent Expiration Date and not withdraw those CCR Notes or revoke such Consents on or before to the Early Tender and Consent Expiration Date. The tender of CCR Notes pursuant to the Offer on or before the Early Tender and Consent Expiration Date and in accordance with the procedures described below will also constitute the delivery of Consents with respect to the CCR Notes tendered. Holders may also deliver Consents without tendering the related CCR Notes pursuant to the Offer.

        In order for a Holder to be eligible to receive the Tender Offer Consideration, the Holder must validly tender its CCR Notes pursuant to the Offer after the Early Tender and Consent Expiration Date and on or before the Offer Expiration Date. To be eligible to receive the Consent Payment, the Holder must, on or before the Early Tender and Consent Expiration Date, deliver valid Consents, and not revoke such Consents, without tendering the related CCR Notes pursuant to the Offer.

        CCR Notes may be tendered, and Consents may be delivered, only in minimum denominations of $1,000 and integral multiples of $1,000. The method of delivery of CCR Notes, Consents and Letters of Transmittal, any required signature guarantees and all other required documents, including delivery through DTC and any acceptance of an Agent's Message transmitted through ATOP, is at the election and risk of the person tendering CCR Notes and delivering Consents and the Letter of Transmittal or transmitting an Agent's Message, and, except as otherwise provided in the Letter of Transmittal, delivery will be deemed made only when actually received by the Tender Agent. If delivery is by mail, it is suggested that the Holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the Early Tender and Consent Expiration Date or the Offer Expiration Date, as applicable, to permit timely delivery to the Tender Agent.

        You will not be eligible to receive a Consent Payment in respect of Consents delivered without tendering the related CCR Notes if your Consents are not validly delivered, or your Consents are validly revoked, on or before the Early Tender and Consent Expiration Date, even though the Proposed Amendments may become effective and operative.

        If you want to tender your CCR Notes pursuant to the Offer and, if applicable, deliver Consents pursuant to the Consent Solicitation in connection with your tender, you must ensure that, on or before the Early Tender and Consent Expiration Date or the Offer Expiration Date, as the case may be:

•

the Tender Agent receives, at its address or facsimile number set forth on the back cover of this Offer to Purchase, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantee, or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal and any other required documents; and



•

either (a) certificates for tendered CCR Notes are received by the Tender Agent at its address set forth on the back cover of this Offer to Purchase or (b) the CCR Notes are transferred pursuant to the procedures for book-entry transfer described below and the Tender Agent receives confirmation of such tender, including an Agent's Message if you have not delivered a Letter of Transmittal.

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        If you want to deliver Consents pursuant to the Consent Solicitation without tendering the related CCR Notes pursuant to the Offer, you must ensure that, on or before to the Early Tender and Consent Expiration Date:

•

the Tender Agent receives, at its address or facsimile number set forth on the back cover of this Offer to Purchase, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantee, or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal and any other required documents indicating that you are delivering Consents without tendering the related CCR Notes pursuant to the Offer; and



•

either (a) certificates for CCR Notes as to which Consents are being delivered are received by the Tender Agent at its address set forth on the back cover of this Offer to Purchase or (b) the CCR Notes are deposited pursuant to the procedures for book-entry transfer described below pursuant to electronic instructions to Consent and the Tender Agent receives confirmation thereof, including an Agent's Message if you have not delivered a Letter of Transmittal.

        The term "Agent's Message" means a message, transmitted by DTC to and received by the Tender Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering and/or consenting participant, which acknowledgment states that such participant has received and agrees to be bound by the Letter of Transmittal and that we may enforce such Letter of Transmittal against such participant.

        If you tender your CCR Notes and/or deliver Consents through ATOP, you do not need to complete a Letter of Transmittal.

        If the CCR Notes are held of record in the name of a person other than the signer of the Letter of Transmittal, or if certificates for unpurchased CCR Notes are to be issued to a person other than the holder of record (the "Record Holder"), the certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name of the Record Holder appears on the certificates, with the signature on the certificates or bond powers guaranteed as described below.

Signature Guarantee

        Signatures on any Letter of Transmittal submitted must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program (a "Medallion Signature Guarantor"), unless the CCR Notes are tendered and/or Consents are delivered:

•

by the registered Holder of the CCR Notes and that Holder has not completed either of the boxes entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the Letter of Transmittal; or



•

for the account of a firm that is a member of a registered national securities exchange or the Financial Industry Regulatory Authority, Inc. or is a commercial bank or trust company having an office in the United States (each, an "Eligible Institution").

        In the event that a Holder tenders CCR Notes and/or delivers Consents through ATOP, such Holder does not need to complete a Letter of Transmittal. Accordingly, no signature guarantees are required with respect to any such tenders.

Tendering CCR Notes and/or Delivering of Consents for CCR Notes Held Through DTC; ATOP

        We expect that, within two business days after the date of this Offer to Purchase, the Tender Agent will establish one or more accounts with respect to the CCR Notes at DTC for purposes of the Offer and the Consent Solicitation. Any financial institution that is a participant in DTC may make book-entry tender of CCR Notes and/or delivery of Consents by causing DTC to transfer such CCR

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Notes into the Tender Agent's applicable account in accordance with DTC's procedure for such transfer or, in the case of Consents delivered without tendering the related CCR Notes, depositing such CCR Notes into the Tender Agent's applicable account in accordance with DTC's procedure for Consents delivered without tendering the related CCR Notes. Although delivery or deposit of CCR Notes may be effected through book-entry at DTC, the Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or (in the case of a book-entry transfer) an Agent's Message in lieu of the Letter of Transmittal, and any other required documents, must be transmitted to and received by the Tender Agent on or before the Offer Expiration Date or the Early Tender and Consent Expiration Date, as the case may be, at its address or facsimile number set forth on the back cover of this Offer to Purchase. Delivery of such documents to DTC does not constitute delivery to the Tender Agent.

        Holders who are tendering and/or delivering Consents by book-entry transfer or book-entry deposit to the Tender Agent's account at DTC may execute their tender and/or deliver their Consent through DTC's ATOP by transmitting their acceptance to DTC in accordance with DTC's ATOP procedures. DTC will then verify the acceptance of the Offer and/or Consent Solicitation, execute a book-entry delivery to the Tender Agent's account at DTC, in the case of a tender of CCR Notes, or verify the acceptance of the Consent Solicitation and execute a book-entry deposit to the Tender Agent's account at DTC, in the case of a Consent delivered without tendering the related CCR Notes pursuant to the Offer, and, in either case, send an Agent's Message to the Tender Agent. Delivery of the Agent's Message by DTC will satisfy the terms of the Offer and/or the Consent Solicitation in lieu of execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. Accordingly, a Holder tendering and/or delivering Consents through ATOP does not need to complete the Letter of Transmittal. Because contra CUSIPs will identify the nature of the instruction submitted—that is, whether the CCR Notes that are the subject of the instruction are being tendered (with a Consent, if on or before the Early Tender and Consent Expiration Date) or a Consent is being delivered without tendering the related CCR Notes—participants can only submit an instruction under one contra CUSIP with respect to particular CCR Notes.

Transfer Taxes

        Except as set forth below, we will pay or cause to be paid any transfer taxes with respect to the transfer and sale of the CCR Notes to us, or to our order, pursuant to the Offer and the Consent Solicitation. If payment is to be made to, or if the CCR Notes not tendered or purchased are to be registered in the name of, any persons other than the registered owners, or if the tendered CCR Notes are registered in the name of any persons other than the persons signing the Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered Holder or such other person) payable on account of the transfer to such other person will be deducted from the payment unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

        Tendering Holders should indicate in the applicable box or boxes on the Letter of Transmittal the name and address to which CCR Notes for principal amounts not tendered or not accepted for purchase or checks constituting payments for CCR Notes purchased are to be issued or sent, if different from the name and address of the registered Holder signing the Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. If no instructions are given, CCR Notes not tendered or not accepted for purchase will be returned to the registered Holder of the CCR Notes tendered. Holders of CCR Notes tendering by book-entry transfer will have CCR Notes not tendered or not accepted for purchase returned by crediting their account at DTC. We will have no obligation under the "Special Issuance Instructions" or "Special Delivery Instructions" unless the Holder produces satisfactory evidence that any applicable transfer taxes have been paid.

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Other Information

        We will only accept tenders of CCR Notes and deliveries of Consents in minimum denominations of $1,000 and integral multiples of $1,000. We will not accept any alternative, conditional or contingent tenders or Consents. All Consents will constitute consents to the Proposed Amendments as an entirety.

        There are no guaranteed delivery provisions applicable to the Offer or the Consent Solicitation.

        The method of delivery of any Letter of Transmittal and any other required documents is at the election and risk of the tendering Holder. If a Holder chooses to deliver by mail, the recommended method is by registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery. In no event should the CCR Notes or the Letter of Transmittal be sent to us, DTC, the Dealer Managers or the Information Agent.

        Subject to, and effective upon, the acceptance for purchase of, and payment for, the principal amount of CCR Notes tendered by delivery of a Letter of Transmittal or Agent's Message in accordance with the terms and subject to the conditions of the Offer and the Consent Solicitation, the Holder will thereby (a) sell, assign and transfer to, or upon the order of, The Coca-Cola Company or its nominee, all right, title and interest in and to any and all of the CCR Notes tendered thereby, (b) waive any and all other rights with respect to such CCR Notes (including, without limitation, any existing or past defaults and their consequences in respect of such CCR Notes and the indenture relating thereto) and (c) release and discharge CCR from any and all claims the Holder may have now or may have in the future arising out of or related to the CCR Notes. The Holder by such tender or delivery of a Consent without tendering the related CCR Notes pursuant to the Offer will also thereby irrevocably constitute and appoint the Tender Agent as the true and lawful agent and attorney-in-fact of the Holder (with full knowledge that the Tender Agent also acts as the agent of CCR) with respect to such CCR Notes, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest), in the case of tenders, to (i) present such CCR Notes and all evidences of transfer and authenticity to, or transfer ownership of such CCR Notes on the account books maintained by DTC to, or upon the order of, CCR, (ii) present such CCR Notes for transfer of ownership on the books of CCR, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such CCR Notes, all in accordance with the terms and conditions of the Offer and the Consent Solicitation as described in this Offer to Purchase and the Letter of Transmittal.

        To the extent that CCR Notes are tendered pursuant to the Offer, or Consents are delivered without tendering the related CCR Notes pursuant to the Offer, on or before the Early Tender and Consent Expiration Date, the Holder will thereby agree and acknowledge that, by the execution and delivery of a Letter of Transmittal or Agent's Message, the Holder makes and provides the written Consent, with respect to the principal amount of such CCR Notes tendered or with respect to which Consents are separately delivered, to the Proposed Amendments and to the execution and delivery of the Supplemental Indenture. The Holder will acknowledge that it understands that the Consent shall remain in full force and effect unless and until such Consent is validly revoked. The Holder will acknowledge that it understands the CCR Notes tendered may be validly withdrawn, and the related Consents validly revoked, at any time on or before the Early Tender and Consent Expiration Date, but not thereafter, and that a valid withdrawal of tendered CCR Notes on or before the Early Tender and Consent Expiration Date will also constitute the valid revocation of the related Consent.

        By its tender of CCR Notes and/or delivery of Consents, a Holder will acknowledge and agree that such tender of CCR Notes and/or delivery of Consents pursuant to any of the procedures described in this Offer to Purchase and in the instructions to the Letter of Transmittal and, in the case of a tender of CCR Notes, an acceptance of such CCR Notes by The Coca-Cola Company will constitute a binding agreement between the Holder and The Coca-Cola Company upon the terms and subject to the

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conditions of the Offer and the Consent Solicitation, which agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

        By its tender of CCR Notes, a Holder will represent and warrant that (a) it has full power and authority to tender, sell, assign and transfer the CCR Notes tendered thereby and (b) when such tendered CCR Notes are accepted for purchase and payment is made by The Coca-Cola Company pursuant to the Offer, The Coca-Cola Company will acquire good title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right. To the extent that CCR Notes are tendered on or before the Early Tender and Consent Expiration Date and Consents are delivered, or Consents are delivered without tendering the related CCR Notes on or before the Early Tender and Consent Expiration Date, the Holder will represent and warrant that it has full power and authority to deliver Consents with respect to the CCR Notes tendered. The Holder will, upon request, execute and deliver any additional documents deemed by the Tender Agent or by us to be necessary or desirable to complete the sale, assignment and transfer of the CCR Notes tendered and/or the delivery of any Consents.

        In consideration for the purchase of CCR Notes pursuant to the Offer, each Holder will waive, release, forever discharge and agree not to sue us or any of our former, current or future directors, officers, employees, trustees, agents, subsidiaries, affiliates, stockholders, predecessors, successors, assigns or other representatives as to any and all claims, demands, causes of action and liabilities of any kind and under any theory whatsoever, whether known or unknown (excluding any liability arising under U.S. federal securities laws in connection with the Offer), by reason of any act, omission, transaction or occurrence, that such Holder ever had, now has or hereafter may have against CCR as a result of or in any manner related to the purchase, ownership or disposition of the CCR Notes pursuant to the Offer or any decline in the value thereof. Without limiting the generality or effect of the foregoing, upon the purchase of CCR Notes pursuant to the Offer, The Coca-Cola Company shall obtain all rights relating to the Holder's ownership of CCR Notes (including, without limitation, the right to all interest payments payable on the CCR Notes) and any and all claims relating thereto.

Withdrawal of Tenders and Revocation of Consents

        Any CCR Notes tendered pursuant to the Offer may be validly withdrawn and the related Consents validly revoked, and any Consents delivered without tendering the related CCR Notes pursuant to the Offer may be validly revoked, at any time on or before the Early Tender and Consent Expiration Date, but not thereafter, by following the procedures described herein. A valid withdrawal of CCR Notes tendered pursuant to the Offer on or before the Early Tender and Consent Expiration Date will also constitute the valid revocation of the related Consents. A Holder may not revoke Consents related to tendered CCR Notes without withdrawing such previously tendered CCR Notes to which such Consents relate. Tenders of CCR Notes may not be withdrawn, and deliveries of related Consents may not be revoked, after the Early Tender and Consent Expiration Date.

        For a withdrawal of CCR Notes and/or revocation of Consents to be effective, a written or facsimile transmission notice of withdrawal and revocation, or a properly transmitted "Request Message" through ATOP, must be timely received by the Tender Agent at its address or facsimile number set forth on the back cover of this Offer to Purchase on or before the Early Tender and Consent Expiration Date. The withdrawal and/or revocation notice must:

•

specify (a) the name of the Holder who tendered the CCR Notes to be withdrawn and/or delivered the Consents to be revoked and, if different, the name of the registered Holder of such CCR Notes or (b) in the case of CCR Notes tendered by book-entry transfer or CCR Notes deposited in relation to Consents delivered without tendering the related CCR Notes pursuant to the Offer, the name of the participant for whose account such CCR Notes were tendered and/or Consents were delivered and such participant's account number at DTC to be

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credited with the withdrawn CCR Notes or with CCR Notes deposited in relation to revoked Consents;

•

contain a description of the CCR Notes to be withdrawn and/or Consents to be revoked (including the principal amount of the CCR Notes to be withdrawn and/or Consents to be revoked); and



•

(a) be signed by the Holder of the CCR Notes in the same manner as the original signature on the Letter of Transmittal, including any required signature guarantees or (b) in the case of CCR Notes tendered and/or Consents delivered by a DTC participant through ATOP, be signed by such participant in the same manner as the participant's name is listed on the applicable Agent's Message.

        The signature on the notice of withdrawal and/or revocation must be guaranteed by a Medallion Signature Guarantor unless such CCR Notes have been tendered and the related Consents have been delivered for the account of an Eligible Institution or by a registered Holder who has not completed either the "Special Payment Instructions" or "Special Delivery Instructions" boxes on a Letter of Transmittal. Withdrawal of tenders of CCR Notes and/or revocation of Consents may not be rescinded, and any CCR Notes validly withdrawn and/or Consents validly revoked will thereafter be deemed not validly tendered or validly delivered, as the case may be, for purposes of the Offer and the Consent Solicitation. Validly withdrawn CCR Notes may, however, be re-tendered, and related Consents re-delivered, by following one of the procedures described in this Offer to Purchase at any time on or before the Offer Expiration Date or the Early Tender and Consent Expiration Date, as the case may be. Any CCR Notes re-tendered after the Early Tender and Consent Expiration Date will only receive the Tender Offer Consideration. Consents may not be delivered after the Early Tender and Consent Expiration Date.

Withdrawals of CCR Notes can only be accomplished in accordance with the foregoing procedures

        We will determine all questions as to the form, validity and eligibility (including time of receipt) of any notice of withdrawal and/or revocation, and our determination will be final and binding absent a finding to the contrary by a court of competent jurisdiction. We reserve the absolute right to reject any and all withdrawals and/or revocations that we determine are not in proper form or the acceptance of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right, in our sole discretion, to waive any defect or irregularity in the withdrawal of CCR Notes and/or revocation of Consents of any particular Holder, whether or not similar defects or irregularities are waived in the case of other Holders. A waiver of any defect or irregularity with respect to the withdrawal and/or revocation with respect to one CCR Note will not constitute a waiver of the same or any other defect or irregularity with respect to the withdrawal and/or revocation with respect to any other CCR Note unless we expressly provide otherwise. Any defect or irregularity in connection with withdrawals and/or revocation must be cured within such time as we may determine, unless waived by us. Withdrawals of CCR Notes and/or revocations of related Consents will not be deemed to have been made until all defects and irregularities have been waived by us or cured. None of us, CCR, the Dealer Managers, the Trustee, the Information Agent or the Tender Agent or any of our or their affiliates, or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal and/or revocation or incur any liability for failure to give any such notification.

Conditions of the Offer and the Consent Solicitation

        The Proposed Amendments and the KO Guarantees for a series of CCR Notes and our obligations to accept, and pay for, each series of CCR Notes validly tendered pursuant to the Offer, and to make Consent Payments in respect of Consents validly delivered on or before the Early Tender

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and Consent Expiration Date in respect of CCR Notes that are not tendered pursuant to the Offer, are subject to and conditioned upon satisfaction or waiver of the following conditions:

•

the Cross-Consent Condition. All Consents validly delivered and not validly revoked, including both Consents delivered in connection with the tender of CCR Notes pursuant to the Offer and Consents delivered without tendering the related CCR Notes pursuant to the Consent Solicitation, will be counted together for the purposes of determining whether the Required Consents have been delivered. An affiliate of CCR beneficially owns a significant portion of the outstanding principal amount of the 7.000% Debentures due 2098. Under the terms of the Existing Indenture, the portion of the 2098 Notes beneficially owned by such affiliate will be disregarded for the purposes of determining the Required Consent with respect to the 2098 Notes. The Cross-Consent Condition above can be waived by us in our sole discretion as to any series of CCR Notes;



•

the Supplemental Indenture Condition; and



•

the General Conditions.

The "General Conditions" with respect to the Offer and the Consent Solicitation include the following conditions:

•

no action shall have been taken or threatened, or any statute, rule, regulation, judgment, order, stay, decree or injunction promulgated, enacted, entered, enforced or deemed applicable to the Offer or the Consent Solicitation or payments pursuant thereto by or before any court or governmental regulatory or administrative agency or authority or tribunal, domestic or foreign, which (i) challenges the making of the Offer or the Consent Solicitation or, in our reasonable judgment, might directly or indirectly prohibit, prevent, restrict or delay consummation of the Offer or the Consent Solicitation or otherwise adversely affect in any material manner the Offer or the Consent Solicitation or (ii) in our reasonable judgment, will, or is reasonably likely to, (A) materially adversely affect the business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects of us and our subsidiaries, taken as a whole or (B) materially impair the contemplated benefits of the Offer or the Consent Solicitation;



•

the Trustee under the Existing Indenture shall not have (i) objected to the terms of the Offer or our ability to amend any provision of the Existing Indenture or the CCR Notes as contemplated by the Consent Solicitation or (ii) taken any other action that could have, in our sole judgment, adversely affected the consummation of the Offer or the Consent Solicitation;



•

no event shall have occurred or be reasonably likely to occur affecting our business or financial condition or results of our operations that, in our reasonable judgment, (i) would or might prohibit, prevent, restrict or delay consummation of the Offer or the Consent Solicitation or (ii) will, or is reasonably likely to, materially impair the contemplated benefits of the Offer or the Consent Solicitation; and



•

there shall not have occurred, in each case in our reasonable judgment, (i) any general suspension of or limitation on trading in securities in the United States securities or financial markets (whether or not mandatory), (ii) any significant adverse change in the price of the CCR Notes, (iii) a material impairment in the trading market for debt securities, (iv) a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the United States (whether or not mandatory), (v) any limitation (whether or not mandatory) by any governmental authority on, or other event having a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in the United States, (vi) a commencement of a war, armed hostilities, act of terrorism or other national or international crisis directly or indirectly relating to the United States, (vii) any significant adverse change in U.S. securities or financial markets generally, (viii) any change in U.S. or international

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financial, political or economic conditions or currency exchange rates or exchange controls as would or might materially impair the contemplated benefits of the Offer or the Consent Solicitation or (ix) in the case of any of the foregoing existing at the time of the commencement of the Offer and the Consent Solicitation, an acceleration or worsening thereof.

        The Cross-Consent Condition, Supplemental Indenture Condition and General Conditions and any other condition are for our sole benefit and may be asserted by us regardless of the circumstances (including any action or inaction by us) giving rise to such condition or may be waived by us in whole or in part at any time and from time to time before the Offer Expiration Date in our sole discretion. If any condition to the Offer and the Consent Solicitation is not satisfied or waived by us before the Offer Expiration Date, we reserve the right (but shall not be obligated), subject to applicable law, to:

•

terminate the Offer and the Consent Solicitation and return the Securities tendered by Holders or that have been deposited in connection with the delivery of Consents without tendering the related CCR Notes pursuant to the Offer;



•

waive all unsatisfied conditions and accept for purchase and purchase all CCR Notes that are validly tendered (and not validly withdrawn) pursuant to the Offer before the Offer Expiration Date;



•

extend the Offer Expiration Date for the Offer (or the Early Tender and Consent Expiration Date for the Consent Solicitation) and retain the CCR Notes that have already been tendered pursuant to the Offer and the CCR Notes that have been deposited in connection with the delivery of Consents without tendering the related CCR Notes pursuant to the Offer during the period for which the Offer and/or the Consent Solicitation is extended. We therefore may extend the Offer and/or Consent Solicitation for one or more series of CCR Notes, while not extending for the remaining series of CCR Notes; or



•

amend the Offer and/or the Consent Solicitation in any respect.

        We expressly reserve the right, in our sole discretion, at any time or from time to time, regardless of whether or not the conditions set forth above for the Offer and the Consent Solicitation shall have been satisfied, subject to applicable law, to extend the Offer Expiration Date for the Offer or the Early Tender and Consent Expiration Date for the Consent Solicitation or amend the Offer or the Consent Solicitation in any respect, in each case by giving written or oral notice of such extension or amendment to the Tender Agent.

        There can be no assurance that we will exercise our right to extend the Offer Expiration Date for the Offer or the Early Tender and Consent Expiration Date for the Consent Solicitation. Any extension, amendment or termination will be followed as promptly as practicable by public announcement thereof, with the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Offer Expiration Date or Early Tender and Consent Expiration Date, as the case may be. Without limiting the manner in which we may choose to make any public announcement, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to a nationally recognized news service or such other means of announcement as we deem appropriate.

        If we terminate the Offer without purchasing any CCR Notes tendered pursuant to the Offer, we will promptly return such CCR Notes tendered pursuant to the Offer to the tendering Holder thereof or the designees they properly specify in their Letters of Transmittal. In the event that the Consent Solicitation is terminated, CCR Notes previously deposited pursuant to the Consent Solicitation will be released by the Tender Agent and returned to the Holders who delivered such Consents.

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Acceptance for Purchase and Payment

        On the terms and subject to the conditions of the Offer, we will accept for purchase all CCR Notes that are validly tendered and not validly withdrawn pursuant to the Offer unless the Offer is terminated before the Offer Expiration Date. On the terms and subject to the conditions of the Consent Solicitation, we will accept all Consents that are validly delivered and not validly revoked pursuant to the Consent Solicitation unless the Consent Solicitation is terminated before the Early Tender and Consent Expiration Date. For purposes of the Offer and the Consent Solicitation, we will be deemed to have accepted for purchase CCR Notes validly tendered and not validly withdrawn, and to have accepted for payment Consents validly delivered and not validly revoked, if, as and when we give notice to the Tender Agent of our acceptance of such CCR Notes and such Consents. The Tender Agent will act as agent for the tendering and/or consenting Holders for the purpose of receiving payments from us and transmitting such payments to the tendering and/or consenting Holders. CCR Notes acquired will be retired and cancelled.

        We will pay the applicable Total Consideration or applicable Tender Offer Consideration, as the case may be, plus Accrued Interest from the last interest payment date for the applicable series of CCR Notes to, but excluding, the Payment Date for CCR Notes which are accepted for purchase pursuant to the Offer, and the Consent Payment for Consents delivered without tendering the related CCR Notes pursuant to the Offer which are accepted for payment pursuant to the Consent Solicitation, by depositing same-day funds with the Tender Agent, or upon its direction, with DTC, on the Payment Date, which will be promptly after the Offer Expiration Date. Under no circumstances will any interest be payable to Holders because of any delay on the part of the Tender Agent, DTC or any other party in the transmission of funds to Holders.

        We reserve the right to transfer or assign, in whole or in part, at any time or from time to time, to one or more of our affiliates, the right to purchase any CCR Notes tendered pursuant to the Offer and Consents delivered pursuant to the Consent Solicitation, but any such transfer or assignment will not relieve us of our obligations under the Offer or the Consent Solicitation or prejudice the rights of tendering and/or consenting Holders to receive payment pursuant to the Offer or the Consent Solicitation.

        If we are delayed in our acceptance for purchase of or payment for any CCR Notes or Consents or are unable to accept or pay for any CCR Notes pursuant to the Offer or Consents pursuant to the Consent Solicitation for any reason, then, without prejudice to our rights hereunder, but subject to applicable law, tendered CCR Notes may be retained by the Tender Agent on our behalf and may not be validly withdrawn, subject to Rule 14e-1 under the Exchange Act (which requires that we pay the consideration offered or return the CCR Notes deposited by or on behalf of the Holders promptly after the termination or withdrawal of the Offer).

        We expressly reserve the right, in our sole discretion and subject to Rule 14e-1(c) (which requires that an offeror pay the consideration offered or return securities deposited by or on behalf of Holders thereof promptly after the termination or withdrawal of a tender offer) under the Exchange Act to delay acceptance for purchase of or payment for CCR Notes if any of the conditions to the Offer shall not have been satisfied or waived, or in order to comply, in whole or in part, with any applicable law. We also expressly reserve our right to terminate the Offer and/or the Consent Solicitation at any time, subject to applicable law.

        Tendering and/or consenting Holders will not be obligated to pay brokerage fees or commissions or, except as set forth in the Letter of Transmittal, transfer taxes on the purchase of CCR Notes by us pursuant to the Offer or the delivery of Consents pursuant to the Consent Solicitation. If, however, the Total Consideration or Tender Offer Consideration, as the case may be, is to be paid to, or if CCR Notes not tendered or not accepted for purchase are to be registered in the name of, any person other than the tendering Holder, the amount of any transfer taxes (whether imposed on such Holder or such

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other person) payable on account of the transfer to such person will be deducted from the Total Consideration or Tender Offer Consideration, as the case may be, unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. We will pay all fees and expenses of the Dealer Managers, the Information Agent and the Tender Agent in connection with the Offer and the Consent Solicitation. See "Dealer Managers; Information Agent; Tender Agent."

        If any tendered CCR Notes are not accepted for purchase for any reason pursuant to the terms and conditions of the Offer, such CCR Notes (a) will be credited to an account maintained at DTC, designated by the participant therein that so delivered such CCR Notes promptly following the Offer Expiration Date or the termination of the Offer or (b) if the record Holder holds physical CCR Notes, such CCR Notes will be returned by delivery of a certificate representing the returned principal amount (including delivery of the original certificate tendered if none of such record Holder's tendered CCR Notes are accepted). If the Required Consents are delivered, CCR Notes that were deposited in relation to Consents delivered without tendering the related CCR Notes pursuant to the Offer will be released by the Tender Agent and returned on the Release Date. In the event that the Consent Solicitation is terminated without the Required Consents having been delivered, CCR Notes previously deposited pursuant to the Consent Solicitation will be promptly released by the Tender Agent and returned to the Holders who delivered such Consents.

Determination of Validity of Tender and Other Matters

        All questions as to the form of documents and validity, eligibility (including time of receipt), acceptance for purchase and withdrawal of tendered CCR Notes and delivery and revocation of Consents will be determined by us in our sole discretion, and our determination will be final and binding absent a finding to the contrary by a court of competent jurisdiction. We reserve the absolute right to reject any and all tenders of CCR Notes and/or deliveries of Consents that we determine are not in proper form or for which the acceptance or payment may, in the opinion of our counsel, be unlawful. We also reserve the absolute right in our sole discretion to waive any of the conditions of the Offer and the Consent Solicitation or any defect or irregularity in the tender of CCR Notes or delivery of Consents of any particular Holder, whether or not similar conditions, defects or irregularities are waived in the case of other Holders. A waiver of any defect or irregularity with respect to the tender of one CCR Note or the delivery of one Consent shall not constitute a waiver of the same or any other defect or irregularity with respect to the tender of any other CCR Note or Consent unless we expressly provide otherwise. Any defect or irregularity in connection with tenders of CCR Notes or deliveries of Consents must be cured within such time as we may determine, unless waived by us in our sole discretion. Tenders of CCR Notes and deliveries of Consents shall not be deemed to have been made until all defects and irregularities have been waived by us or cured. Neither we, the Dealer Managers, the Information Agent, the Tender Agent nor any of our or their affiliates, nor any other person will be under any duty to give notice of any defects or irregularities in tenders or any notices of withdrawal or will incur any liability for failure to give any such notice.

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