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                                                                     EXHIBIT 4.3

                          SECURITIES PURCHASE AGREEMENT

                SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of
March 28, 2003, by and between Piedmont Partnership Holding Company, a Delaware
corporation ("KO Subsidiary"), and Coca-Cola Ventures, Inc., a Delaware
corporation ("Consolidated Subsidiary").

                              W I T N E S S E T H:

                WHEREAS, KO Subsidiary owns a 45.349% general partnership
interest in Piedmont Coca-Cola Bottling Partnership, a Delaware general
partnership (the "Partnership"); and

                WHEREAS, Consolidated Subsidiary owns a 54.651% general
partnership interest in the Partnership; and

                WHEREAS, the Partnership was formerly known as Carolina
Coca-Cola Bottling Partnership; and

                WHEREAS, the Partnership was formed pursuant to the Partnership
Agreement of Carolina Coca-Cola Bottling Partnership, dated as of July 2, 1993,
as amended by the First Amendment, dated as of August 5, 1993, the Second
Amendment, dated as of August 12, 1993, and the Master Amendment to Partnership
Agreement, Management Agreement and Definition and Adjustment Agreement, dated
as of January 2, 2002 (as amended, the "Partnership Agreement"); and

                WHEREAS, KO Subsidiary desires to sell to Consolidated
Subsidiary and Consolidated Subsidiary desires to purchase from KO Subsidiary,
on the terms and subject to the conditions set forth herein, a 22.675% interest
in the capital, profits and losses of the Partnership, including, without
limitation, 50% of KO Subsidiary's Capital Account, KO Subsidiary's rights to
allocations of net profit and net loss and distributions of cash flow and
capital items of the Partnership (the "Interest").

                NOW, THEREFORE, in consideration of the representations,
warranties and agreements set forth herein and for other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, the
parties hereto agree as follows.

                1. Purchase and Sale. Upon the terms and subject to the
conditions set forth in this Agreement, KO Subsidiary agrees to sell to
Consolidated Subsidiary, and Consolidated Subsidiary agrees to purchase from KO
Subsidiary, the Interest (the "Sale") for an aggregate purchase price of $53.5
million (the "Purchase Price").

                2. Representations and Warranties of KO Subsidiary. KO
Subsidiary hereby represents and warrants to Consolidated Subsidiary as of the
date hereof as follows:

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                (a)     KO Subsidiary (i) is a corporation duly organized,
        validly existing and in good standing under the laws of the State of
        Delaware and (ii) has all requisite corporate power and authority to
        execute, deliver and perform its obligations under this Agreement.

                (b)     The execution, delivery and performance of this
        Agreement by KO Subsidiary has been duly authorized by all requisite
        corporate action and no further consent or authorization of KO
        Subsidiary, its Board of Directors or its stockholders is required. This
        Agreement has been duly executed and delivered by KO Subsidiary and,
        when duly authorized, executed and delivered by Consolidated Subsidiary,
        will constitute the valid and binding obligations of KO Subsidiary
        enforceable against KO Subsidiary in accordance with its terms, except
        as enforceability may be limited by applicable bankruptcy, insolvency,
        fraudulent conveyance or transfer, moratorium or similar laws affecting
        the enforcement of creditors' rights generally and by general principles
        of equity relating to enforceability (regardless of whether considered
        in a proceeding at law or in equity).

                (c)     No consent, approval, authorization or order ("Consent")
        of any court, governmental agency or other body or of any other third
        party is required for execution and delivery by KO Subsidiary of this
        Agreement or the performance of its obligations hereunder, other than
        those that (i) may arise under the Partnership Agreement or (ii) as may
        already have been received.

                (d)     Neither the execution and delivery by KO Subsidiary of
        this Agreement nor the performance by KO Subsidiary of any of its
        obligations hereunder violates, conflicts with, results in a breach of,
        or constitutes a default (or an event which with the giving of notice or
        the lapse of time or both would be reasonably likely to constitute a
        default) under (i) the certificate of incorporation or other
        organizational documents of KO Subsidiary; (ii) any decree, judgment,
        order, law, rule, regulation or other restriction of any court,
        governmental agency or body, or arbitrator having jurisdiction over KO
        Subsidiary or any of its subsidiaries, other than the Partnership, or
        any of their respective properties or, (iii) except as set forth in
        paragraph (c) above, the terms of any material agreement to which KO
        Subsidiary or any of its subsidiaries, other than the Partnership, is a
        party, by which KO Subsidiary or any of its subsidiaries, other than the
        Partnership, is bound, or to which any of the properties or assets of KO
        Subsidiary or any of its subsidiaries, other than the Partnership, are
        subject, other than violations, conflicts, breaches or defaults which,
        individually or in the aggregate, would not have a material adverse
        effect on the ability of KO Subsidiary to perform its obligations
        hereunder.

                (e)     KO Subsidiary has good and valid title to the Interest,
        free and clear of any security interests, liens, claims or other
        encumbrances (other than encumbrances that may arise under the
        Partnership Agreement and federal or state securities laws).

                (f)     There are no brokerage commissions, finder's fees or
        similar fees or

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        commissions payable by KO Subsidiary in connection with the transactions
        contemplated hereby.

                3. Representations and Warranties of Consolidated Subsidiary.
Consolidated Subsidiary hereby represents and warrants to KO Subsidiary as of
the date hereof as follows:

                (a)     Consolidated Subsidiary (i) is a corporation duly
        organized, validly existing and in good standing under the laws of the
        State of Delaware and (ii) has all requisite corporate power and
        authority to execute, deliver and perform its obligations under this
        Agreement.

                (b)     The execution, delivery and performance of this
        Agreement by Consolidated Subsidiary has been duly authorized by all
        requisite corporate action and no further consent or authorization of
        Consolidated Subsidiary, its Board of Directors or its stockholders is
        required. This Agreement has been duly executed and delivered by
        Consolidated Subsidiary and, when duly authorized, executed and
        delivered by KO Subsidiary, will constitute the valid and binding
        obligations of Consolidated Subsidiary enforceable against Consolidated
        Subsidiary in accordance with its terms, except as enforceability may be
        limited by applicable bankruptcy, insolvency, fraudulent conveyance or
        transfer, moratorium or similar laws affecting the enforcement of
        creditors' rights generally and by general principles of equity relating
        to enforceability (regardless of whether considered in a proceeding at
        law or in equity).

                (c)     No Consent of any court, governmental agency or other
        body or any other third party is required for execution and delivery by
        Consolidated Subsidiary of this Agreement or the performance of its
        obligations hereunder other than those that (i) may arise under the
        Partnership Agreement or (ii) are set forth on Schedule I hereto, which
        Consents have already been received.

                (d)     Neither the execution and delivery by Consolidated
        Subsidiary of this Agreement nor the performance by Consolidated
        Subsidiary of any of its obligations hereunder violates, conflicts with,
        results in a breach of, or constitutes a default (or an event which with
        the giving of notice or the lapse of time or both would be reasonably
        likely to constitute a default) under (i) the certificate of
        incorporation or other organizational documents of Consolidated
        Subsidiary, (ii) any decree, judgment, order, law, rule, regulation or
        other restriction of any court, governmental agency or body, or
        arbitrator having jurisdiction over Consolidated Subsidiary or any of
        its subsidiaries or any of their respective properties or assets, or
        (iii) the terms of any material agreement to which Consolidated
        Subsidiary or any of its subsidiaries is a party, by which Consolidated
        Subsidiary or any of its subsidiaries are bound, or to which any of the
        properties or assets of Consolidated Subsidiary or any of its
        subsidiaries are subject, other than violations, conflicts, breaches or
        defaults which, individually or in the aggregate, would

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        not have a material adverse effect on the ability of Consolidated
        Subsidiary to perform its obligations hereunder.

                (e)     The Interest is being acquired by Consolidated
        Subsidiary for its own account and with no intention of distributing or
        reselling the Interest or any part thereof in any transaction that would
        be in violation of the securities laws of the United States of America,
        or any state, without prejudice, however, to the rights of Consolidated
        Subsidiary at all times to sell or otherwise dispose of all or any part
        of the Interest under an effective registration available under the
        Securities Act of 1933, as amended (the "Securities Act"), or an
        applicable exemption from registration, and subject, nevertheless, to
        the disposition of Consolidated Subsidiary's property being at all times
        within its control. If Consolidated Subsidiary should in the future
        decide to dispose of all or any portion of the Interest, Consolidated
        Subsidiary understands and agrees that it may do so only in compliance
        with the Securities Act and applicable state securities laws, as then in
        effect.

                (f)     Consolidated Subsidiary understands that the Interests
        have not been and will not be registered under the Securities Act for
        the reason that the sale provided for in this Agreement is exempt
        pursuant to Section 4(2) of the Securities Act and that the reliance of
        KO Subsidiary on such exemption is predicated in part on Consolidated
        Subsidiary's representations set forth herein. Consolidated Subsidiary
        represents that it is experienced in evaluating companies such as the
        Partnership, has such knowledge and experience in financial and business
        matters as to be capable of evaluating the merits and risks of its
        investment and has the ability to suffer the total loss of its
        investment.

                (g)     Consolidated Subsidiary is an "accredited investor"
        within the meaning of Rule 501 of Regulation D under the Securities Act.

                (h)     There are no brokerage commissions, finder's fees or
        similar fees or commissions payable by Consolidated Subsidiary in
        connection with the transactions contemplated hereby.

                4. Survival of the Representations, Warranties, etc. The
respective representations, warranties and agreements made in this Agreement
shall survive the date hereof.

                5. Closing. The closing of the Sale (the "Closing") shall occur
on the date hereof. At the Closing, (a) KO Subsidiary shall deliver to
Consolidated Subsidiary (i) a duly executed Assignment of Interest and (ii) a
duly executed Fourth Amendment to Partnership Agreement and (b) Consolidated
Subsidiary shall deliver to KO Subsidiary: (i) the Purchase Price by wire
transfer of immediately available funds, (ii) a duly executed Assignment of
Interest and (iii) a duly executed Fourth Amendment to Partnership Agreement.

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                6. Tax Covenants. KO Subsidiary and Consolidated Subsidiary each
covenants and agrees to cause the Partnership to timely file federal and, if
applicable, state income tax returns (including Internal Revenue Form 1065) for
the Partnership's taxable year during which the Closing occurs and, unless such
elections would already be in effect, to include with the federal return an
election under section 754 of the Internal Revenue Code of 1986, as amended, or
any successor statute thereto (the "Code") to adjust the basis of Partnership
property under section 734(b) with respect to distributions of Partnership
property and section 743(b) of the Code with respect to transfers of partnership
interests of the Partnership (and to include with such state income tax returns
any comparable election that may be applicable with respect to any state income
tax return to be filed by the Partnership) (the "Section 754 Elections"). The
Section 754 Elections shall be filed in such form and manner as determined by
Consolidated Subsidiary in its sole discretion. In addition, if requested by
Consolidated Subsidiary, KO Subsidiary shall join with Consolidated Subsidiary
to cause the Partnership to timely file protective Section 754 Elections with
any other income tax returns filed by the Partnership with respect to its 2003
fiscal year in such form and manner as Consolidated Subsidiary in its sole
discretion deems to be appropriate to be assured that the adjustments described
in section 743(b) of the Code with respect to the adjusted tax basis of the
Partnership's property are made with respect to Consolidated Subsidiary's
purchase of the Interest.

                7. Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed given (a) when delivered by
hand or certified mail, return receipt requested, postage prepaid, (b) when
transmitted by telecopier, confirmation of which is mechanically received, or
(c) when received if sent by overnight courier, to the addressee at the
following addresses or telecopier numbers (or to such other address or
telecopier number as a party may specify from time to time by notice hereunder):

                (i) if to KO Subsidiary:

                        Piedmont Partnership Holding Company
                        c/o The Coca-Cola Company
                        One Coca-Cola Plaza
                        Atlanta, GA  30301
                        Attn:  Chief Financial Officer
                        Facsimile:  (404) 676-6675

                        with copies to:

                        The Coca-Cola Company
                        One Coca-Cola Plaza
                        Atlanta, GA 30301
                        Attn:  General Counsel
                        Facsimile: (404) 515-2546

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                        and

                        The Coca-Cola Company
                        One Coca-Cola Plaza
                        Atlanta, GA 30301
                        Attn:  Parth S. Munshi, Esq.
                        Facsimile: (404) 676-6812

                (ii) if to Consolidated Subsidiary:

                        Coca-Cola Ventures, Inc.
                        c/o Coca-Cola Bottling Co. Consolidated
                        Coca-Cola Corporate Center
                        4100 Coca-Cola Plaza (28211-3481)
                        P.O. Box 31487
                        Charlotte, North Carolina 28211-3481
                        Attn:  Chief Financial Officer
                        Facsimile: (704) 557-4451

                        with a copy to:

                        Kennedy Covington Lobdell & Hickman, L.L.P.
                        Hearst Tower, 47th Floor
                        214 North Tryon Street
                        Charlotte, North Carolina  28202
                        Attn: Henry W. Flint, Esq.
                        Facsimile: (704) 331-7598

                8. Miscellaneous

                (a)     This Agreement may be executed in one or more
        counterparts and it is not necessary that signatures of all parties
        appear on the same counterpart, but such counterparts together shall
        constitute but one and the same agreement.

                (b)     This Agreement shall inure to the benefit of and be
        binding upon the parties hereto and their respective successors and
        assigns, and no other person shall have any right or obligation
        hereunder. Neither party may assign this Agreement without the prior
        written consent of the other party.

                (d)     In case any provision in or obligation under this
        Agreement shall be invalid, illegal or unenforceable in any
        jurisdiction, the validity, legality and

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        enforceability of the remaining provisions or obligations, or of such
        provision or obligation in any other jurisdiction, shall not in any way
        be affected or impaired thereby.

                (e)     Any provision of this Agreement may be amended or waived
        if, and only if, such amendment or waiver is in writing and is signed by
        the parties hereto.

                (f)     Each party hereto shall execute any and all further
        documents, agreements and instruments, and take all further action, that
        may be required under applicable law or which the other party hereto may
        reasonably request, in order to effectuate the transactions contemplated
        hereby.

                (g)     The headings of the sections and subsections of this
        document have been inserted for convenience of reference only, shall not
        be deemed to be a part of this Agreement for any purpose and shall not
        in any way define or affect the meaning, construction or scope of any
        provision hereof.

                (h)     Each party to this Agreement shall bear its own costs
        and expenses incurred in connection with the transactions contemplated
        hereby.

                (i)     This Agreement constitutes the entire agreement and
        supersedes all prior agreements and understandings, both written and
        oral, between the parties hereto with respect to the subject matter of
        this Agreement. This Agreement is not intended to confer upon any person
        other than the parties hereto any rights or remedies hereunder.

                            [SIGNATURE PAGE FOLLOWS]

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        IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase
Agreement to be duly executed as of the date first above written.

                                PIEDMONT PARTNERSHIP HOLDING COMPANY


                                By:
                                   ---------------------------
                                     Name:
                                     Title:


                                COCA-COLA VENTURES, INC.


                                By:
                                   ---------------------------
                                     David V. Singer
                                     Vice President

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                                                                      SCHEDULE I

        The Sale would give rise to a termination right under each License
Agreement to which the Partnership and Dr. Pepper/Seven Up, Inc. are party,
however Dr. Pepper /Seven Up, Inc. has provided its written consent to the Sale.