Exhibit 4.3
 COCA-COLA BOTTLING CO. CONSOLIDATED
 RESOLUTIONS RELATED TO THE ESTABLISHMENT OF
$110,000,000 AGGREGATE PRINCIPAL AMOUNT OF
7.00% SENIOR NOTES DUE 2019
 I.
    
    Resolutions Adopted by the Executive Committee of the Board of Directors of
Coca-Cola Bottling Co. Consolidated on April 1, 2009
 1.
    
    Authorization of Debt Offering.
 Notes Indenture Underwriting Agreement Debt Offering
  Commission Registration Statement
   Authorized Officers




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Underwriters
       2.
    
    Establishment of Pricing Committee.
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Pricing Committee
 provided
  (a)
    
    the principal amount of the Notes to be issued, which
shall not in the aggregate exceed $150,000,000;(b)
    
    the form, terms and conditions of the Notes, as the
case may be (including, without limitation, applicable interest rates
and any applicable maturity or maturities of the Notes);(c)
    
    the consideration to be paid for the Notes, the amount
of any commission or discount to be paid in connection with the
issuance or exchange of the Notes and any other pricing terms related
to the Notes;(d)
    
    the provisions, if any, for the redemption of the Notes
and the premiums, if any, to be paid upon any such redemption; and(e)
    
    any other terms, including reasonable and customary
terms, of the Notes and the Underwriting Agreement as the Pricing
Committee shall deem appropriate;
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3.
    
    Further Action.
   II.
    
    Resolutions Adopted by the Pricing Committee of the Board of Directors of
Coca-Cola Bottling Co. Consolidated on April 2, 2009
 Executive Committee Notes Indenture
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Underwriting Agreement
   1.
    
    Form of the Notes
 Exhibit A
 2.
    
    Terms of the Notes
  (a)
    
    the title and designation of the Notes shall be the 7.00% Senior Notes
Due 2019.(b)
    
    the aggregate principal amount of the Notes shall be $110,000,000.00.(c)
    
    the final maturity of the Notes shall be on April 15, 2019.(d)
    
    the annualized interest rate on the Notes shall equal 7.00% per annum.(e)
    
    interest on the Notes shall accrue from the settlement date of the
offering.(f)
    
    interest on the Notes shall be payable semi-annually, in arrears, on
April 15 and October 15 of each year, beginning on October 15, 2009 (or if such
day is not a business day, on the next succeeding business day).(g)
    
    interest shall be payable to the persons in whose names the new notes
are registered at the close of business on April 1 and October 1 of each year.(h)
    
    payment of principal and any premium and interest on the Notes shall be
made at the corporate trust office or agency of The Bank of New York Mellon
Trust Company, N.A. or other Paying Agent or Agents (as defined in the
Indenture) as designated by the Company from time to time.
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(i)
    
    the Notes shall be redeemable at the option of the Company at any time,
in whole or in part, at the redemption prices, and in accordance with the terms
and conditions, as described in the form of the Notes attached hereto as
Exhibit A.(j)
    
    the Notes shall require the Company to offer to repurchase the Notes
upon the occurrence of certain change of control triggering events, at such
price and in accordance with the terms and conditions as described in the form
of the Notes attached hereto as Exhibit A.(k)
    
    the Notes shall be issued in one or more global notes, deposited with
The Bank of New York Mellon Trust Company, N.A. as custodian for the Depository
Trust Company and registered in the name of Cede & Co., the Depository Trust
Companys nominee; interests in the global notes shall be issued in minimum
denominations of $1,000 and integral multiples of $1,000.(l)
    
    the Notes shall be subject to the defeasance provisions described in
Sections 1302 and 1303 of the Indenture.(m)
    
    the Notes shall be senior unsecured obligations of the Company and
shall rank equally with all of the Companys other unsecured and unsubordinated
indebtedness.
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