Form of 5.00% Senior Note due 2016 to be issued pursuant to the exchange offer.



 Exhibit 4.2 
  
 FORM OF GLOBAL SECURITY 
  
 COCA-COLA BOTTLING CO. CONSOLIDATED 
 5.00% SENIOR NOTE DUE 2016 
  
 CUSIP No.              
  
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE
TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY THE AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
  







 COCA-COLA BOTTLING CO. CONSOLIDATED 
 5.00% SENIOR NOTE DUE 2016 
  
 CUSIP No.              
  
 $             
  
 COCA-COLA BOTTLING CO. CONSOLIDATED, a corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
             Dollars ($            ) on June 15, 2016 (the “Maturity Date”), and to pay interest thereon
from June 24, 2005 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 of each year, commencing December 15, 2005 at the rate of 5.00% per annum until the
principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 5.00% per annum on any overdue principal and premium and on any overdue installment of
interest. Interest payments on this Security will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If an Interest Payment Date, Redemption Date, Repayment Date or Maturity Date falls on a day that is not a Business
Day, the payment due on such date may be made on next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or Maturity Date, as the case may be. 
  
 The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture herinafter referred to, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to each Holder of Securities of this series not less than 11 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. 
  
 Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or
agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. 
  
 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this place. 
  
 Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture referred to on the reverse hereof, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose. 
  
  

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

  
 Dated:                    , 2005 
  

							
	Trustee’s Certificate of Authentication:	  	COCA-COLA BOTTLING CO.
	 	  	CONSOLIDATED
			
	This is one of the Securities of the series designated	  	 	 	 
	herein referred to in the within-mentioned Indenture.	  	 	 	 
			
	Citibank, N.A., as Trustee	  	By:	 	  


	 	 	 	  	 	 	Steven D. Westphal
	 	 	 	  	 	 	Senior Vice President and Chief Financial Officer
	By:	 	  

	  	 	 	 
	 	 	Authorized Officer	  	 	 	Attest:
				
	 	 	 	  	 	 	  


	 	 	 	  	 	 	Mark S. Powers
	 	 	 	  	 	 	Assistant Secretary
				
	 	 	 	  	 	 	[SEAL]

  
  

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 REVERSE SIDE OF SECURITY 
  
 COCA-COLA BOTTLING CO. CONSOLIDATED 
  

5.00% Senior Note Due 2016 
  
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture dated as of July 20, 1994, between the Company and NationsBank of Georgia, National Association, as initial trustee, as supplemented and restated by a Supplemental Indenture dated March 3, 1995 between the Company and
such initial trustee (all references herein to the “Indenture” are to the Indenture as so supplemented, and all references to the “Trustee” are to Citibank, N.A. and any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to
$            . 
  
 The Securities are redeemable, as a whole or in part, at the option of the Company, at any time or from time to time, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of
each Holder of Securities of this series. The redemption prices will be equal to the greater of (1) 100% of the principal amount of the Securities of this series to be redeemed or (2) the sum of the present values of the remaining scheduled payments
of principal and interest (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 20 basis points.
In the case of each of clause (1) and (2), accrued and unpaid interest on the principal amount will be paid to the Redemption Date. 
  
 “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Redemption Date. 
  
 “Business Day” means any day other than a Saturday or Sunday and
other than a day on which banking institutions in Chicago, Illinois or New York, New York, are authorized or obligated by law or executive order to close. 
  
 “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such
Securities. 
  
 “Comparable Treasury Price” means, with
respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for that Redemption Date. 
  
 “Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company. 
  
 “Reference Treasury Dealer” means Citigroup Global Markets Inc. and
its respective successors; provided, however, that if Citigroup Global Markets Inc. or its successors shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute
for it another nationally recognized investment bank that is a Primary Treasury Dealer. 
  

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 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent at
5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. 
  
 On and after the Redemption Date, interest will cease to accrue on Securities of this series called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or
before the Redemption Date, the Company will deposit with a paying agent (or the Trustee) money sufficient to pay the Redemption Price and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on the Securities of this
series to be redeemed on such date. If less than all of the Securities of this series are to be redeemed, the Securities of this series to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.

  
 The Indenture contains provisions for defeasance at any time
of (a) the entire indebtedness represented by this Security and (b) certain restrictive covenants, in each case upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. 
  
 The Company may, from time to time, subject to compliance with the applicable
provisions of the Indenture, without giving notice to or seeking the consent of the Holders, create and issue additional securities having a ranking, interest rate, maturity and other terms and conditions identical to those of this Security except
for the issue date and any other terms specified by the Company in order to facilitate the original issuance of such other securities. Any such securities will, to the extent the Company so provides, constitute a single series of securities under
the Indenture. 
  
 If an Event of Default with respect to this
Security shall occur and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture. 
  
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal
amount of the Securities at the time Outstanding of each series affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf
of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Security. 
  
 No reference
herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the right of the Holder of this Security, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and,
subject to Section 307 of the Indenture, interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
  
 As long as this Security is represented in global form registered in the name of the Depositary or its nominee (a “Global Security”), except as
provided in the Indenture, and subject to certain limitations therein set forth, no Global Security shall be exchangeable or transferable, except as a whole, by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to
another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor depositary. 
  

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 The Securities of this series are issuable only in registered form without coupons in denominations of
$1,000 and any integral multiples of $1,000 in excess thereof. 
  
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary. 
  
 All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
  

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 ASSIGNMENT 
  
 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto 
  
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
         IDENTIFYING NUMBER OF ASSIGNEE 
  
  

 (Name and address of assignee, including zip code, must be printed or
typewritten) 
  
  

  
  

 the within Security, and all rights thereunder, hereby irrevocably constituting and appointing 
  
  

 Attorney to
transfer said Security on the books of the within Company, with full power of substitution in the premises. 
  

					
	Dated:                    	 	Your Signature:	 	  


	 	 	 	 	NOTICE: The signature to this assignment
	 	 	 	 	must correspond with the name as it
	 	 	 	 	appears upon the face of the within or
	 	 	 	 	attached Security in every particular,
	 	 	 	 	without alteration or enlargement or any
	 	 	 	 	change whatever.

  

			
	 Signature Guarantee: