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<SEC-DOCUMENT>/in/edgar/work/0000950168-00-002433/0000950168-00-002433.txt : 20001115
<SEC-HEADER>0000950168-00-002433.hdr.sgml : 20001115
ACCESSION NUMBER:		0000950168-00-002433
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20001001
FILED AS OF DATE:		20001114

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COCA COLA BOTTLING CO CONSOLIDATED /DE/
		CENTRAL INDEX KEY:			0000317540
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2086
]		IRS NUMBER:				560950585
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0103
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	000-09286
			FILM NUMBER:		767247
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		4100 COCA COLA PLZ
				CITY:			CHARLOTTE
				STATE:			NC
				ZIP:			28211
				BUSINESS PHONE:		7045514400
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		4100 COCA COLA PLZ
					CITY:			CHARLOTTE
					STATE:			NC
					ZIP:			28211
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FOR THE QUARTER ENDED OCTOBER 1, 2000
<TEXT>

              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934


For the quarterly period ended          October 1, 2000
                                --------------------------

Commission File Number                       0-9286
                                --------------------------


                       COCA-COLA BOTTLING CO. CONSOLIDATED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     56-0950585
- -----------------------------            ---------------------------------------
(State or other jurisdiction             (I.R.S. Employer Identification Number)
     of incorporation or
        organization)

              4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
             -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (704) 551-4400
                      -------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                  Class                       Outstanding at November 1,  2000
                  -----                       ---------------------------------
Common Stock, $1.00 Par Value                            6,392,277
Class B Common Stock, $1.00 Par Value                    2,341,052


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item l. Financial Statements

Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Share Data)

<TABLE>
<CAPTION>
                                                                          Third Quarter                       First Nine Months
                                                                   ---------------------------          ---------------------------
                                                                      2000             1999               2000              1999
                                                                   ---------         ---------          ---------         ---------
<S>                                                                <C>               <C>               <C>                <C>
Net sales (includes sales to Piedmont of
$18,351, $19,953, $55,293 and $55,263)                             $ 258,565         $ 260,284          $ 757,682         $ 741,584
Cost of sales, excluding depreciation shown below
 (includes $13,582, $15,592, $41,709, and
 $45,328 related to sales to Piedmont)                               137,559           142,928            402,804           416,430
                                                                   ---------         ---------          ---------         ---------
Gross margin                                                         121,006           117,356            354,878           325,154
                                                                   ---------         ---------          ---------         ---------
Selling, general and administrative expenses,
 excluding depreciation shown below                                   81,772            75,299            239,829           218,382
Depreciation expense                                                  16,271            15,521             48,585            44,435
Amortization of goodwill and intangibles                               3,641             3,519             10,971            10,127
                                                                   ---------         ---------          ---------         ---------
Income from operations                                                19,322            23,017             55,493            52,210

Interest expense                                                      13,570            12,971             41,124            37,116
Other income (expense), net                                            4,245            (1,082)             2,440            (3,536)
                                                                   ---------         ---------          ---------         ---------
Income before income taxes                                             9,997             8,964             16,809            11,558
Federal and state income taxes                                         3,599             3,137              6,051             4,045
                                                                   ---------         ---------          ---------         ---------
Net income                                                         $   6,398         $   5,827          $  10,758         $   7,513
                                                                   =========         =========          =========         =========
Basic net income per share                                         $     .73         $     .67          $    1.23         $     .88

Diluted net income per share                                       $     .73         $     .66          $    1.22         $     .87

Weighted average number of common
 shares outstanding                                                    8,733             8,733              8,733             8,539

Weighted average number of common
 shares outstanding-assuming dilution                                  8,811             8,860              8,830             8,662

Cash dividends per share
  Common Stock                                                     $     .25         $     .25          $     .75         $     .75
  Class B Common Stock                                             $     .25         $     .25          $     .75         $     .75

</TABLE>

See Accompanying Notes to Consolidated Financial Statements


<PAGE>


Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)
<TABLE>
<CAPTION>
                                                                                 Oct. 1,              Jan. 2,               Oct.3,
                                                                                  2000                  2000                 1999
                                                                                ----------           ----------           ----------
<S>                                                                             <C>                   <C>               <C>
ASSETS
Current Assets:
Cash                                                                            $   24,971           $    9,050           $    8,381
Accounts receivable, trade, less allowance for
 doubtful accounts of $813, $850 and $1,200                                         61,487               60,367               67,160
Accounts receivable from The Coca-Cola Company                                       6,764                6,018               10,910
Accounts receivable, other                                                           6,257               13,938                7,823
Inventories                                                                         41,956               44,736               47,663
Prepaid expenses and other current assets                                           16,707               13,275               17,359
                                                                                ----------           ----------           ----------
  Total current assets                                                             158,142              147,384              159,296
                                                                                ----------           ----------           ----------

Property, plant and equipment, net                                                 437,211              458,799              451,000
Leased property under capital leases, net                                            8,923               10,785               11,531
Investment in Piedmont Coca-Cola Bottling Partnership                               63,460               60,216               61,838
Other assets                                                                        75,329               69,824               67,376
Identifiable intangible assets, less accumulated
 amortization of  $136,712, $127,459 and $124,425                                  287,089              305,432              283,762
Excess of cost over fair value of net assets of
 businesses acquired, less accumulated
 amortization of $34,858, $33,141 and $32,568                                       56,409               58,478               59,051
                                                                                ----------           ----------           ----------

Total                                                                           $1,086,563           $1,110,918           $1,093,854
                                                                                ==========           ==========           ==========

</TABLE>


See Accompanying Notes to Consolidated Financial Statements


<PAGE>


Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)
<TABLE>
<CAPTION>
                                                                         Oct. 1,          Jan. 2,             Oct. 3,
                                                                          2000              2000              1999
                                                                       -----------      -----------        ----------
<S>                                                                  <C>               <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Portion of long-term debt payable within one year                    $       3,213     $     28,635      $     25,530
Current portion of obligations under capital leases                          3,494            4,483             4,860
Accounts payable and accrued liabilities                                    74,572           88,848            74,022
Accounts payable to The Coca-Cola Company                                    6,790            2,346             5,028
Due to Piedmont Coca-Cola Bottling Partnership                              16,472            2,736               207
Accrued compensation                                                        12,044            7,160             7,660
Accrued interest payable                                                    13,840           16,830            16,001
                                                                      ------------      -----------       -----------
  Total current liabilities                                                130,425          151,038           133,308
Deferred income taxes                                                      131,160          125,109           119,886
Deferred credits                                                             3,084            4,135             3,195
Other liabilities                                                           72,967           69,765            64,216
Obligations under capital leases                                             2,751            4,468             5,041
Long-term debt                                                             709,529          723,964           729,314
                                                                        ----------       ----------        ----------
  Total liabilities                                                      1,049,916        1,078,479         1,054,960
                                                                         ---------        ---------         ---------

Commitments and Contingencies (Note 11)

Stockholders' Equity:
Convertible Preferred Stock, $100 par value:
 Authorized-50,000 shares; Issued-None
Nonconvertible Preferred Stock, $100 par value:
 Authorized-50,000 shares; Issued-None
Preferred Stock, $.01 par value:
 Authorized-20,000,000 shares; Issued-None
Common Stock, $1 par value:
 Authorized - 30,000,000 shares;
 Issued- 9,454,651, 9,454,626 and 9,454,626  shares                          9,454            9,454             9,454
Class B Common Stock, $1 par value:
 Authorized - 10,000,000 shares;
 Issued- 2,969,166, 2,969,191 and 2,969,191  shares                          2,969            2,969             2,969
Class C Common Stock, $1 par value:
 Authorized-20,000,000 shares; Issued-None
Capital in excess of par value                                             101,203          107,753           109,936
Accumulated deficit                                                        (15,725)         (26,483)          (22,211)
                                                                        ----------      -----------       -----------
                                                                            97,901           93,693           100,148
Less-Treasury stock, at cost:
 Common - 3,062,374 shares                                                  60,845           60,845            60,845
 Class B Common-628,114 shares                                                 409              409               409
                                                                     -------------    -------------     -------------
  Total stockholders' equity                                                36,647           32,439            38,894
                                                                       -----------      -----------     -------------

Total                                                                   $1,086,563       $1,110,918        $1,093,854
                                                                        ==========       ==========        ==========
</TABLE>

See Accompanying Notes to Consolidated Financial Statements


<PAGE>


Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
In Thousands






<TABLE>
<CAPTION>
                                                                                      Capital
                                                                 Class B                in
                                               Common             Common             Excess of        Accumulated          Treasury
                                                Stock             Stock              Par Value           Deficit             Stock
                                               --------          --------            ---------         ----------           --------


<S>                                           <C>                  <C>                  <C>                <C>                <C>
Balance on
 January 3, 1999                              $  9,086            $  2,969           $ 94,709           $(29,724)           $ 61,254
Net income                                                                                                 7,513
Cash dividends paid                                                                    (6,366)
Issuance of Common
 Stock                                             368                                 21,593
                                              --------            --------           --------           --------            --------
Balance on
October 3, 1999                               $  9,454            $  2,969           $109,936           $(22,211)           $ 61,254
                                              ========            ========           ========           ========            ========




Balance on
 January 2, 2000                              $  9,454            $  2,969           $107,753           $(26,483)           $ 61,254
Net income                                                                                                10,758
Cash dividends paid                                                                    (6,550)
                                              --------            --------           --------           --------            --------
Balance on
 October 1, 2000                              $  9,454            $  2,969           $101,203           $(15,725)           $ 61,254
                                              ========            ========           ========           ========            ========
</TABLE>



See Accompanying Notes to Consolidated Financial Statements


<PAGE>


Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
In Thousands
<TABLE>
<CAPTION>
                                                                                         First Nine Months
                                                                                  ------------------------------
                                                                                     2000                1999
                                                                                  --------            ----------
<S>                                                                                <C>                 <C>
Cash Flows from Operating Activities
Net income                                                                         $10,758             $   7,513
Adjustments to reconcile net income to net cash provided
 by operating activities:
  Depreciation expense                                                              48,585                44,435
  Amortization of goodwill and intangibles                                          10,971                10,127
  Deferred income taxes                                                              6,051                 4,045
  Losses on sale of property, plant and equipment                                    1,386                 2,120
  Gain on sale of bottling territory                                                (8,829)
  Provision for impairment of property, plant and equipment                          3,247
  Amortization of debt costs                                                           713                   606
  Amortization of deferred gain related to terminated
    interest rate swaps                                                               (464)                 (423)
  Undistributed losses (earnings) of Piedmont Coca-Cola
    Bottling Partnership                                                            (3,244)                1,009
  Decrease (increase) in current assets less current liabilities                    10,414               (19,177)
  Increase in other noncurrent assets                                               (8,396)              (12,298)
  Increase (decrease) in other noncurrent liabilities                                3,178                (2,042)
  Other                                                                               (393)                   74
                                                                                  --------             ---------

Total adjustments                                                                   63,219                28,476
                                                                                  --------             ---------
Net cash provided by operating activities                                           73,977                35,989
                                                                                  --------             ---------

Cash Flows from Financing Activities
Proceeds from issuance of long-term debt                                                                 250,181
Repayment of current portion of long-term debt                                     (25,557)              (30,085)
Proceeds from (repayment of) lines of credit, net                                  (14,300)               13,400
Cash dividends paid                                                                 (6,550)               (6,366)
Payments on capital lease obligations                                               (3,513)               (3,675)
Termination of interest rate swap agreements                                          (292)
Debt fees paid                                                                                            (3,228)
Other                                                                                  116                  (897)
                                                                                  --------             ---------
Net cash provided by (used in) financing activities                                (50,096)              219,330
                                                                                  --------             ---------
Cash Flows from Investing Activities
Additions to property, plant and equipment                                         (33,408)             (234,743)
Proceeds from the sale of property, plant and equipment                              2,623                   130
Acquisitions of companies, net of cash acquired                                       (175)              (19,016)
Proceeds from sale of bottling territory                                            23,000
                                                                                  --------             ---------
Net cash used in investing activities                                               (7,960)             (253,629)
                                                                                  --------             ---------
Net increase in cash                                                                15,921                 1,690

Cash at beginning of period                                                          9,050                 6,691
                                                                                  --------             ---------

Cash at end of period                                                              $24,971             $   8,381
                                                                                  ========             =========

Significant non-cash investing and financing activities:
  Issuance of Common Stock in connection with acquisition                                               $ 21,961
  Capital lease obligations incurred                                              $  1,313                13,576

</TABLE>

See Accompanying Notes to Consolidated Financial Statements

<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)

1. Accounting Policies

The consolidated financial statements include the accounts of Coca-Cola Bottling
Co. Consolidated and its majority owned subsidiaries (the "Company"). All
significant intercompany accounts and transactions have been eliminated.

The information contained in the financial statements is unaudited. The
statements reflect all adjustments which, in the opinion of management, are
necessary for a fair statement of the results for the interim periods presented.
All such adjustments are of a normal, recurring nature.

The accounting policies followed in the presentation of interim financial
results are the same as those followed on an annual basis. These policies are
presented in Note 1 to the consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended January 2, 2000 filed
with the Securities and Exchange Commission.

Certain prior year amounts have been reclassified to conform to current year
classifications.



<PAGE>



Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)



2. Summarized Income Statement Data of Piedmont Coca-Cola Bottling Partnership

On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont Coca-Cola
Bottling Partnership ("Piedmont") to distribute and market soft drink products
primarily in portions of North Carolina and South Carolina. The Company and The
Coca-Cola Company, through their respective subsidiaries, each beneficially own
a 50% interest in Piedmont. The Company provides a portion of the soft drink
products to Piedmont at cost and receives a fee from Piedmont for certain
services pursuant to a management agreement. Summarized income statement data
for Piedmont is as follows:

<TABLE>
<CAPTION>
                                                           Third Quarter                    First Nine Months
                                                     ------------------------           --------------------------
In Thousands                                            2000           1999                2000            1999
- --------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>                 <C>              <C>
Net sales                                              $76,188        $76,195             $220,406         $214,166
Gross margin                                            36,658         35,304              106,205           97,044
Income from operations                                   6,099          4,336               16,879            7,717
Net income (loss)                                        2,496          1,072                6,488           (2,018)
</TABLE>



3. Inventories

Inventories are summarized as follows:

<TABLE>
<CAPTION>
                                                                         Oct. 1,          Jan. 2,        Oct. 3,
In Thousands                                                              2000             2000           1999
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>              <C>
Finished products                                                      $26,128          $28,618          $30,229
Manufacturing materials                                                 11,270           11,424           12,012
Plastic pallets and other                                                4,558            4,694            5,422
                                                                       -------          -------          -------
Total inventories                                                      $41,956          $44,736          $47,663
                                                                       =======          =======          =======
</TABLE>

The amounts included above for inventories valued by the LIFO method were
greater than replacement or current cost by approximately $2.5 million, $3.3
million and $3.2 million on October 1, 2000, January 2, 2000 and October 3,
1999, respectively.


<PAGE>



Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


4.  Property, Plant and Equipment

The principal categories and estimated useful lives of property, plant and
equipment were as follows:

<TABLE>
<CAPTION>
                                                              Oct. 1,          Jan. 2,         Oct. 3,         Estimated
In Thousands                                                   2000             2000             1999         Useful Lives
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>              <C>               <C>            <C>
Land                                                        $  12,584        $  12,251         $  11,845
Buildings                                                      96,329           96,072            83,900       10-50 years
Machinery and equipment                                        92,740           89,068            91,721        5-20 years
Transportation equipment                                      123,980          126,562           123,340        4-10 years
Furniture and fixtures                                         34,663           37,002            32,682        7-10 years
Vending equipment                                             287,826          291,844           283,982        6-13 years
Leasehold and land improvements                                41,431           41,379            37,565        5-20 years
Construction in progress                                       10,549            3,389            20,450
- --------------------------------------------------------------------------------------------------------------------------
Total property, plant and equipment, at cost                  700,102          697,567           685,485
Less: Accumulated depreciation                                262,891          238,768           234,485
- --------------------------------------------------------------------------------------------------------------------------

Property, plant and equipment, net                           $437,211         $458,799          $451,000
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

In the third quarter of 2000, the Company recorded a provision for impairment of
certain fixed assets for $3.2 million.


5.  Leased Property Under Capital Leases

The category and terms of the capital leases were as follows:

<TABLE>
<CAPTION>
                                                              Oct. 1,          Jan. 2,         Oct. 3,
In Thousands                                                    2000             2000            1999          Terms
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>               <C>              <C>
Transportation and other equipment                           $ 13,530        $  13,434         $  13,576        1-4 years
Less:  Accumulated amortization                                 4,607            2,649             2,045
                                                           ----------       ----------       -----------

Leased property under capital leases, net                    $  8,923        $  10,785         $  11,531
                                                             ========        =========         =========-
</TABLE>


<PAGE>



Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


6. Long-Term Debt

Long-term debt is summarized as follows:

<TABLE>
<CAPTION>
                                                              Fixed(F)or
                                                 Interest      Variable       Interest     Oct. 1,         Jan. 2,    Oct. 3,
In Thousands                          Maturity     Rate        (V) Rate        Paid         2000             2000       1999
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>           <C>          <C>           <C>            <C>          <C>
Lines of Credit                        2002        6.95% -        V           Varies       $32,300        $46,600      $49,800
                                                   7.12%

Term Loan Agreement                    2004        7.08%          V           Varies        85,000         85,000       85,000

Term Loan Agreement                    2005        7.08%          V           Varies        85,000         85,000       85,000

Medium-Term Notes                      2000       10.00%          F           Semi-          -             25,500       25,500
                                                                               annually

Medium-Term Notes                      2002        8.56%          F           Semi-         47,000         47,000       47,000
                                                                               annually

Debentures                             2007        6.85%          F           Semi-        100,000        100,000      100,000
                                                                               annually

Debentures                             2009        7.20%          F           Semi-        100,000        100,000      100,000
                                                                               annually

Debentures                             2009        6.375%         F           Semi-        250,000        250,000      250,000
                                                                               annually

Other notes payable                    2000-      5.75%-          F            Varies       13,442         13,499       12,544
                                       2006      10.00%
                                                                                          -------------------------------------
                                                                                           712,742        752,599      754,844
Less: Portion of long-term debt payable within one year                                      3,213         28,635       25,530
- -------------------------------------------------------------------------------------------------------------------------------
Long-term debt                                                                            $709,529       $723,964     $729,314
- -------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>



Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)



6.  Long-Term Debt (cont.)

It is the Company's intent to renew its lines of credit and borrowings under
the revolving credit facility as they mature. To the extent that these
borrowings do not exceed the amount available under the Company's $170
million revolving credit facility, they are classified as noncurrent
liabilities.

The Company had weighted average interest rates for its debt portfolio of
7.1%, 7.0% and 6.8% as of October 1, 2000, January 2, 2000 and October 3,
1999, respectively. The Company's overall weighted average interest rate on
long-term debt increased from an average of 6.6% during the first nine
months of 1999 to an average of 7.2% during the first nine months of 2000.
After taking into account the effect of all of the interest rate swap
activities, approximately 42%, 35% and 31% of the total debt portfolio was
subject to changes in short-term interest rates as of October 1, 2000,
January 2, 2000 and October 3, 1999, respectively.

A rate increase of 1% on the floating rate component of the Company's debt
would have increased interest expense for the first nine months of 2000 by
approximately $2.3 million and net income for the first nine months of 2000
would have decreased by approximately $1.5 million.


<PAGE>



Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


7.   Supplemental Disclosures of Cash Flow Information

Changes in current assets and current liabilities affecting cash, net of effect
of acquisitions and divestitures, were as follows:

<TABLE>
<CAPTION>
                                                                                        First  Nine Months
                                                                                ---------------------------------
In Thousands                                                                        2000               1999
- ---------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                 <C>
Accounts receivable, trade, net                                                  $  (1,120)          $  (8,576)
Accounts receivable, The Coca-Cola Company                                            (746)               (819)
Accounts receivable, other                                                           7,681                 282
Inventories                                                                          2,585              (5,782)
Prepaid expenses and other current assets                                           (3,438)             (1,808)
Accounts payable and accrued liabilities                                           (14,622)               (177)
Accounts payable, The Coca-Cola Company                                              4,444                (166)
Accrued compensation                                                                 4,884              (2,579)
Accrued interest payable                                                            (2,990)                676
Due to (from) Piedmont Coca-Cola Bottling Partnership                               13,736                (228)
                                                                                  --------            --------
Decrease (increase) in current assets less current liabilities                    $ 10,414            $(19,177)
                                                                                  ========            ========
</TABLE>


8.  Restructuring

In November 1999, the Company announced a plan to restructure its operations by
consolidating sales divisions and reducing its workforce. Approximately 300
positions were eliminated as a result of the restructuring. The Company recorded
a pre-tax restructuring charge of $2.2 million in the fourth quarter of 1999,
which was funded by cash flow from operations.

The changes in the restructuring liability during the first nine months of 2000
were as follows:

<TABLE>
<CAPTION>
                                                               Accrued Liability       Amts. Paid in           Accrued Liability
In Thousands                                                   at Jan. 2, 2000        First 9 Mos. 2000        at Oct. 1, 2000
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                    <C>                 <C>
Employee termination benefit costs                                   $  284                 $  284                $   0
Facility lease costs and related expenses                               330                    121                  209
                                                                    -------                 ------                -----
                                                                     $  614                 $  405                $ 209
                                                                     ======                 ======                =====
</TABLE>






<PAGE>



Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)

9.    Earnings Per Share

The following table sets forth the computation of basic net income per share and
diluted net income per share:

<TABLE>
<CAPTION>
                                                                        Third Quarter            First Nine Months
                                                                        -------------          --------------------
In Thousands (Except Per Share Data)                                  2000         1999         2000          1999
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>          <C>         <C>            <C>
Numerator:
Numerator for basic net income and diluted
  net income                                                         $6,398       $5,827      $10,758        $7,513

Denominator:
Denominator for basic net income per share -
  weighted average common shares                                      8,733        8,733        8,733         8,539

Effect of dilutive securities - stock options                            78          127           97           123
                                                                   --------     --------     --------      --------

Denominator for diluted net income per share -
  adjusted weighted average common shares                             8,811        8,860        8,830         8,662
                                                                      =====      =======        =====       =======

Basic net income per share                                         $    .73     $    .67     $   1.23      $    .88
                                                                   ========     ========     ========      ========

Diluted net income per share                                       $    .73     $    .66     $   1.22      $    .87
                                                                   ========     ========     ========      ========
</TABLE>


10.    Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.



<PAGE>



Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


11.   Commitments and Contingencies

The Company has guaranteed a portion of the debt for two cooperatives in which
the Company is a member. The amounts guaranteed were $36.0 million, $35.3
million and $30.3 million as of October 1, 2000, January 2, 2000 and October 3,
1999, respectively.

On August 3, 1999, North American Container, Inc. ("NAC") filed a Complaint For
Patent Infringement and Jury Demand (the "Complaint") against the Company and a
number of other defendants in the United States District Court for the Northern
District of Texas, Dallas Division, alleging that certain unspecified
blow-molded plastic containers used, made, sold, offered for sale and/or used by
the Company and other defendants infringes certain patents owned by the
plaintiff. NAC seeks an unspecified amount of compensatory damages for prior
infringement, seeks to have those damages trebled, seeks pre-judgment and
post-judgment interest, seeks attorneys fees and seeks an injunction prohibiting
future infringement and ordering the destruction of all infringing containers
and machinery used in connection with the manufacture of the infringing
products. The original Complaint names forty-two other defendants, including
Plastipak Packaging, Inc., Constar International, Inc., Constar Plastics, Inc.,
Continental PET Technologies, Inc., Southeastern Container, Inc., Western
Container, Inc., The Quaker Oats Company and others. Additional defendants have
been added by amendment. The Complaint covers many channels of trade relevant to
the PET bottle industry, including licensors, manufacturers, bottlers, bottled
product manufacturers and retail sellers of end product. The Company has
obtained partial indemnification from its suppliers for all damages it may incur
in connection with this proceeding. The Company has filed an answer to the
Complaint, as amended, and has denied the material allegations of NAC and seeks
recovery of attorney fees by having the case declared exceptional. The Company
has also filed a counterclaim seeking a declaration of invalidity and
non-infringement. A claims construction hearing is currently scheduled for
December 4, 2000.

The Company is involved in various other claims and legal proceedings which have
arisen in the ordinary course of business. The Company believes that the
ultimate disposition of these claims will not have a material adverse effect on
the financial condition, cash flows or results of operations of the Company.


12.      Sale of Bottling Territory

On September 29, 2000, the Company sold substantially all of its bottling
territory in the states of Kentucky and Ohio to Coca-Cola Enterprises Inc. The
Company received cash proceeds of $23 million related to the sale of this
territory and certain other operating assets. The Company recorded a pre-tax
gain of approximately $8.8 million as a result of this sale. The bottling
territory sold represented approximately 3% of the Company's annual sales
volume.

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations


Introduction:

The following discussion presents management's analysis of the results of
operations for the third quarter and first nine months of 2000 compared to the
third quarter and first nine months of 1999 and changes in financial condition
from October 3, 1999 and January 2, 2000 to October 1, 2000.

The Company reported net income of $6.4 million or $.73 per share for the third
quarter of 2000 compared with net income of $5.8 million or $.67 per share for
the same period in 1999. The third quarter results for 2000 include a pre-tax
gain of $8.8 million resulting from the sale of certain bottling territory in
Kentucky and Ohio at the end of the quarter. The territory sold represented
approximately 3% of the Company's annual sales volume. In addition, the Company
recorded a provision for impairment of certain fixed assets for $3.2 million.
For the first three quarters of 2000, net income was $10.8 million or $1.23 per
share compared with $7.5 million or $.88 per share for the first three quarters
of 1999.

The Financial Accounting Standards Board ("FASB") has issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities." As subsequently
amended by FASB Statement No. 138, Statements Nos. 133 and 138 are effective for
all fiscal quarters of all fiscal years beginning after June 15, 2000.
Statements Nos. 133 and 138 will require the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are not hedges
must be adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of derivatives
will either be offset against the change in fair value of the hedged assets,
liabilities or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. The Company intends to adopt the provisions of
Statements Nos. 133 and 138 in the first quarter of 2001. The Company does not
believe that the adoption of Statements Nos. 133 and 138 will have a material
impact on the earnings and financial position of the Company.

Results of Operations:

Net selling price per case increased by approximately 6% and 8% for the third
quarter and first three quarters of 2000 over comparable periods in 1999. During
the past three years, the Company's unit sales growth significantly outpaced the
soft drink industry average growth rate. However, the Company's selling prices
did not keep pace with overall cost increases and as a result, net income
declined. In 2000, the Company has increased selling prices to cover increasing
raw material costs, higher fuel costs, lower marketing funding and to improve
operating margins.

Increases in net selling prices impacted unit sales volume in the third quarter
and first three quarters of 2000. Unit sales volume declined 7% for the third
quarter and 5.5% for the first three quarters of 2000. Excluding volume from
territories acquired during 1999, unit volume declined by approximately 9% in
the third quarter and 8% in the first three quarters of the year.

Noncarbonated beverages accounted for approximately 7% of the Company's volume
during the first three quarters of 2000. Dasani water has grown significantly in
2000, up more than 60% in the first three quarters of 2000 versus the same
period in 1999.

Cost of sales on a per unit basis increased approximately 1% in the third
quarter and 1% in the first three quarters of 2000 over the same periods in
1999. The increase in cost of sales per unit is primarily due to raw material
cost increases, offset somewhat by reductions in manufacturing labor and
overhead costs.

<PAGE>

Gross margin as a percentage of net sales for the third quarter increased to
46.8% from 45.1% in the third quarter of 1999 as selling price increases more
than offset the impact of lower volume and an increase in cost of sales per
unit. Gross margin as a percentage of net sales for the first three quarters of
2000 increased to 46.8% from 43.8% in the prior year.

Selling, general and administrative expenses for the third quarter of 2000
increased approximately 9% over the third quarter of 1999 and increased 10% for
the first three quarters of 2000 over the first three quarters of 1999. The
increase in selling, general and administrative expenses was due primarily to a
reduction in marketing funding from The Coca-Cola Company, enhancements to
employee compensation programs, higher fuel costs, costs associated with a
strike by employees in certain branches of the Company's West Virginia territory
(primarily security costs to protect Company personnel and assets) and
compensation expense related to a restricted stock award for the Company's
Chairman and Chief Executive Officer. A portion of the marketing funding from
The Coca-Cola Company has been changed for 2000 and is more closely tied to
changes in unit volume. As a result marketing funding has been negatively
impacted by the decline in volume for the third quarter and first three quarters
of 2000. Total marketing funding from The Coca-Cola Company was reduced by 34%
and 32% for the third quarter and first three quarters of 2000, respectively,
from levels in the same periods of 1999.

Excluding the effect of territories acquired in 1999, the impact of reduced
marketing funding from The Coca-Cola Company and expenses associated with the
strike in certain branches in the Company's West Virginia territory, selling,
general and administrative expenses decreased by approximately 2% for the third
quarter of 2000 compared to the third quarter of 1999.

The Company relies extensively on advertising and sales promotion in the
marketing of its products. The Coca-Cola Company and other beverage companies
that supply concentrate, syrups and finished products to the Company make
substantial advertising expenditures to promote sales in the local territories
served by the Company. The Company also benefits from national advertising
programs conducted by The Coca-Cola Company and other beverage companies.
Certain of the marketing expenditures by The Coca-Cola Company and other
beverage companies are made pursuant to annual arrangements. Although The
Coca-Cola Company has advised the Company that it intends to provide marketing
funding support in 2000, it is not obligated to do so under the Company's Master
Bottle Contract. Total marketing funding and infrastructure support from The
Coca-Cola Company and other beverage companies in the first three quarters of
2000 and 1999 was $36.8 million and $48.6 million, respectively.

Depreciation expense increased by approximately $0.8 million and $4.2 million in
the third quarter and first three quarters of 2000, respectively, from the
comparable periods in 1999. The increase was due primarily to the significant
capital investments the Company made during 1999 that totaled $256.6 million. Of
the total capital expenditures in 1999, approximately $155 million related to
the purchase of vehicles and vending equipment that were previously leased under
various operating lease agreements.


Amortization expense of $11.0 million increased by $0.8 million in the first
three quarters of 2000 due to the acquisition of three Coca-Cola bottlers during
1999.

Interest expense for the third quarter of 2000 of $13.6 million increased by $.6
million from the third quarter of 1999. Interest expense for the first three
quarters of 2000 increased by $4.0 million over the same period in the prior
year. The increase in interest expense for the first three quarters of 2000 is
due to

<PAGE>

additional borrowings related to the acquisition of three Coca-Cola bottlers
during 1999 as well as significant capital expenditures incurred in 1999 and
higher average interest rates on the Company's floating rate debt. The increase
in interest expense in the third quarter of 2000 was primarily due to higher
average interest rates on the Company's floating rate debt. The Company's
overall weighted average interest rate increased from an average of 6.6% during
the first three quarters of 1999 to an average of 7.2% during the first three
quarters of 2000.

Other income for the third quarter of 2000 was $4.2 million compared to other
expense of $1.1 million in the third quarter of 1999, or a net change of $5.3
million. The change in other income, net resulted from a gain on the sale of
bottling territory in Kentucky and Ohio of approximately $8.8 million. In
addition, the Company recorded a provision for impairment of certain fixed
assets of $3.2 million. The fixed asset impairment related primarily to idle
facilities, production equipment and cold drink equipment.

In March 2000, at the end of a collective bargaining agreement in Huntington,
West Virginia, the Company and Teamsters Local Union 505 were unable to reach
agreement on wages and benefits. The union elected to strike and other
Teamster-represented sales centers in West Virginia joined in a sympathy strike.
As of August 7, 2000, the Company and the respective Teamster local unions
settled all outstanding issues.

Changes in Financial Condition:

Working capital increased $31.4 million from January 2, 2000 to October 1, 2000
and $1.7 million from October 3, 1999 to October 1, 2000. The increase in
working capital from January 2, 2000 to October 1, 2000 is primarily
attributable to an increase in cash of $15.9 million, a reduction in the current
portion of long-term debt of $25.4 million and a reduction in accounts payable
and accrued liabilities of $14.3 million, offset by an increase in amounts due
to Piedmont Coca-Cola Bottling Partnership ("Piedmont") of $13.7 million. The
increase in cash of $15.9 million is due to the proceeds received from the sale
of the Company's Kentucky/Ohio bottling territory on the last business day of
the third quarter. The decrease in the current portion of long-term debt
reflects the repayment of $25.5 million of Medium-Term Notes that matured in
March 2000. The increase in amounts due to Piedmont of $13.7 million is due to
increased cash flow at Piedmont in 2000, principally due to an improvement in
operating margins.

Capital expenditures in the first three quarters of 2000 were $33.4 million
compared to $234.7 million in the first three quarters of 1999. Expenditures for
the first three quarters of 1999 included the purchase of approximately $155
million of previously leased equipment completed during January 1999.

Total debt (including the portion of long-term debt payable within one year)
decreased by $42.1 million from October 3, 1999 and $39.9 million from January
2, 2000. The decreases from the prior year and 1999 fiscal year-end are due
primarily to increased free cash flow. The Company's capital spending is down
significantly from high levels in 1998 and 1999. With the reduced levels of
capital spending,

<PAGE>

excess cash flow generated by operations has been used to repay long-term debt.
The reduction in debt has partially offset the impact of higher interest rates
and dampened increases in interest expense during 2000. As of October 1, 2000,
the Company had no amounts outstanding under its revolving credit facility and
$32.3 million outstanding under lines of credit.

As of October 1, 2000, the debt portfolio had a weighted average interest rate
of approximately 7.1% and approximately 42% of the total portfolio of $713
million was subject to changes in short-term interest rates.

In May 1999, the Company issued 368,482 shares of its Common Stock at $59.60 per
share in conjunction with the acquisition of Carolina Coca-Cola Bottling
Company.

The Company intends to continue to evaluate growth through acquisitions of other
Coca-Cola bottlers. Acquisition related costs including interest expense and
non-cash charges such as amortization of intangible assets may be incurred. To
the extent these expenses are incurred and are not offset by cost savings or
increased sales, the Company's acquisition strategy may depress short-term
earnings. The Company believes that the continued growth through acquisition
will enhance long-term stockholder value.

Sources of capital for the Company include operating cash flows, bank
borrowings, issuance of public or private debt and the issuance of equity
securities. Management believes that the Company, through these sources, has
sufficient financial resources available to maintain its current operations and
provide for its current capital expenditure and working capital requirements,
scheduled debt payments, interest and income tax liabilities and dividends for
stockholders.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, as well as information included in, or
incorporated by reference from, future filings by the Company with the
Securities and Exchange Commission and information contained in written
material, press releases and oral statements issued by or on behalf of the
Company, contains, or may contain, forward-looking management comments and other
statements that reflect management's current outlook for future periods. These
statements include, among others, statements relating to: our growth strategy
increasing long-term stockholder value; the sufficiency of our financial
resources to fund our operations and capital expenditure requirements; our
expectations concerning capital expenditures; our expectations concerning the
effect of claims and legal proceedings and our expectations concerning the
effect of adoption of FASB Statements Nos. 133 and 138. These statements and
expectations are based on the current available competitive, financial and
economic data along with the Company's operating plans, and are subject to
future events and uncertainties. Events or uncertainties that could adversely
affect future periods include, without limitation: lower than expected net
pricing resulting from increased marketplace competition, an inability to meet
performance requirements for expected levels of marketing support payments from
The Coca-Cola Company, material changes from expectations in the cost of raw
materials and ingredients, higher than expected fuel prices, an inability to
meet projections for performance in newly acquired bottling territories,
unfavorable litigation outcomes and unfavorable interest rate fluctuations.

<PAGE>
                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On August 3, 1999, North American Container, Inc. ("NAC") filed a Complaint For
Patent Infringement and Jury Demand (the "Complaint") against the Company and a
number of other defendants in the United States District Court for the Northern
District of Texas, Dallas Division, alleging that certain unspecified
blow-molded plastic containers used, made, sold, offered for sale and/or used by
the Company and other defendants infringes certain patents owned by the
plaintiff. NAC seeks an unspecified amount of compensatory damages for prior
infringement, seeks to have those damages trebled, seeks pre-judgment and
post-judgment interest, seeks attorneys fees and seeks an injunction prohibiting
future infringement and ordering the destruction of all infringing containers
and machinery used in connection with the manufacture of the infringing
products. The original Complaint names forty-two other defendants, including
Plastipak Packaging, Inc., Constar International, Inc., Constar Plastics, Inc.,
Continental PET Technologies, Inc., Southeastern Container, Inc., Western
Container, Inc., The Quaker Oats Company and others. Additional defendants have
been added by amendment. The Complaint covers many channels of trade relevant to
the PET bottle industry, including licensors, manufacturers, bottlers, bottled
product manufacturers and retail sellers of end product. The Company has
obtained partial indemnification from its suppliers for all damages it may incur
in connection with this proceeding. The Company has filed an answer to the
Complaint, as amended, and has denied the material allegations of NAC and seeks
recovery of attorney fees by having the case declared exceptional. The Company
has also filed a counterclaim seeking a declaration of invalidity and
non-infringement. A claims construction hearing is currently scheduled for
December 4, 2000.


Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits

         Exhibit
         Number   Description

         4.1      The Registrant, by signing this report, agrees to
                  furnish the Securities and Exchange Commission, upon
                  its request, a copy of any instrument which defines
                  the rights of holders of long-term debt of the
                  Registrant and its subsidiaries for which
                  consolidated financial statements are required to be
                  filed, and which authorizes a total amount of
                  securities not in excess of 10 percent of total
                  assets of the Registrant and its subsidiaries on a
                  consolidated basis.

         10.1     Asset Acquisition Agreement, dated as of September 29, 2000,
                  by and among The Coca-Cola Bottling Company of West Virginia,
                  Inc., Coca-Cola Bottling Company of Roanoke, Inc. and
                  Coca-Cola Enterprises Inc.

         10.2     Franchise Acquisition Agreement, dated as of September 29,
                  2000, by and among WVBC, Inc., ROBC, Inc. and Coca-Cola
                  Enterprises Inc.

         10.3     Guaranty Agreement, dated as of September 29, 2000, between
                  the Company and Coca-Cola Enterprises Inc.

         27       Financial data schedule for period ended October 1, 2000.


(b)      Reports on Form 8-K

         None
<PAGE>
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                           COCA-COLA BOTTLING CO. CONSOLIDATED
                                                       (REGISTRANT)


Date: November 14, 2000                    By: /s/ David V. Singer
                                               ------------------------------
                                                   David V. Singer
                                               Principal Financial Officer
                                                   of the Registrant
                                                          and
                                                 Vice President - Chief
                                                    Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ASSET ACQUISITION AGREEMENT
<TEXT>


                           ASSET ACQUISITION AGREEMENT
                           ---------------------------

                  THIS AGREEMENT is executed and delivered this 29th day of
September, 2000, by and among THE COCA-COLA BOTTLING COMPANY OF WEST VIRGINIA,
INC., a West Virginia corporation ("CCBCWV"), COCA-COLA BOTTLING COMPANY OF
ROANOKE, INC., a Delaware corporation ("CCBCR") (CCBCWV and CCBCR are sometimes
referred to herein collectively as " Sellers" and individually as a "Seller")
and COCA-COLA ENTERPRISES INC., a Delaware corporation ("Enterprises").

                  IN CONSIDERATION of the representations, warranties, covenants
and agreements contained in this Agreement, the parties, intending to be legally
bound, hereby agree as follows:

                                    ARTICLE I

                         PURCHASE OF ASSETS AND RIGHTS;
                         ------------------------------
                        LIABILITIES EXCLUDED AND ASSUMED
                        --------------------------------


                  1.01 Purchased Assets.

                           (a) At the Closing (as defined in Section 7.01),
subject to the terms and conditions of this Agreement, Sellers shall sell,
assign, convey, transfer, and deliver to Enterprises, and Enterprises shall
purchase, accept and acquire from Sellers, the Purchased Assets (as defined
below), consisting of certain assets of Sellers relating to their businesses of
distributing carbonated and non-carbonated soft drinks and packaged water within
the portions of the states of Ohio and Kentucky in which such distributions are
made pursuant to the Master Bottle Contract between The Coca-Cola Company, a
Delaware corporation ("The Coca-Cola Company") and Coca-Cola Bottling Works of
Charleston, Inc., dated December 31, 1986; the Master Bottle Contract between
The Coca-Cola Company and Coca-Cola Bottling Works of Charleston, Inc.
(Huntington, WV Territory), dated December 31, 1986; and the Master Bottle
Contract between The Coca-Cola Company and Lonesome Pine Coca-Cola Bottling
Company dated January 27, 1989 (collectively, the "Territory"). As further
clarification, the Territory's boundary will follow the Ohio and Kentucky state
lines as they border the states of Virginia and West Virginia.

                           (b) As used in this Agreement, the term "Business"
refers only to the businesses of Sellers conducted within the Territory.

                           (c) The "Purchased Assets" shall consist collectively
of all right, title and interest of Sellers in and to: (i) the following
machinery and equipment of Sellers:

                                            (A) all equipment listed in
         Disclosure Schedule 1.01(c)(i)(A), which list indicates make, year and
         vehicle identification number
<PAGE>
                                                                  EXECUTION COPY

         for motor vehicles and, for all other equipment set forth on Disclosure
         Schedule 1.01(c)(i)(A), includes serial number, if any;

                                            (B) all vending machines and related
         equipment, cold carton merchandisers and related equipment, and pre-mix
         and post-mix equipment used solely in the Business to be listed in the
         updated Disclosure Schedule 1.01(c)(i)(B) delivered pursuant to Section
         5.09;

                                            (C) the spare parts used solely in
         the Business to be listed in the updated Disclosure Schedule
         1.01(c)(i)(C) delivered pursuant to Section 5.09 (the assets in
         subparagraphs (A) - (C) being described collectively, the "
         Equipment"); and

                                            (D) all scoreboards provided to
         schools pursuant to contracts set forth on Disclosure Schedule 3.07;

                                    (ii) the leasehold improvements, fixtures
         and fittings listed on Disclosure Schedule 1.01(c)(ii) with respect to
         the real property leases described on Disclosure Schedule 3.04(a) and
         all rights under such leases;

                                    (iii) the finished goods inventory, all
         wooden pallets, all inventory in transit to the Pikeville, Kentucky
         facility of the Business (ordered for the Business), all full service
         inventory in vending machines, all post-mix inventory, and all cups and
         lids to be set forth on the updated Disclosure Schedule 1.01(c)(iii)
         delivered pursuant to Section 5.09;

                                    (iv) all inventory in transit from the
         Pikeville, Kentucky facility of the Business to the extent such
         inventory is being shipped to final destinations within the Territory;
         and all shells, all plastic pallets, all point of sale materials,
         promotional and special promotional items, all point of sale racks, and
         all materials used solely in the Business and located within the
         Territory;

                                    (v) the route lists, customer lists,
         customer credit information and customer requirements and other records
         related to the Purchased Assets, including, without limitation,
         warranties and title documents;

                                    (vi) all government licenses, permits and
         approvals issued to Sellers with respect to the Business, to the extent
         that such licenses, permits and approvals are transferable or
         assignable;

                                    (vii) all the Assumed Contracts as defined
         in Section 3.07;
<PAGE>
                                                                  EXECUTION COPY


                                    (viii) all purchase orders, contracts,
         commitments, sales contracts and other contracts and agreements with
         customers and suppliers relating to the Assumed Contracts, to the
         extent any of such relate to the Business;

                                    (ix) all rights as lessor of any personal
         property to customers of the Business and all rights to rental payable
         for such property for all periods after the Closing Date; and

                                    (x) all rights under the Bottling
         Authorizations and Licenses as defined in Section 3.02(a).

                  1.02 Excluded Assets. Notwithstanding anything contained
herein to the contrary, it is understood that all assets of Sellers other than
the Purchased Assets are specifically excluded from transfer to Enterprises,
including but not limited to: cash, cash equivalents, accounts receivable, bank
accounts, partnership interests, marketable or other securities, commercial
paper, all minute books, and all corporate, partnership, financial and income
tax records not specifically included in the Purchased Assets (all such assets
being hereinafter referred to collectively as the "Excluded Assets").

                  1.03 Excluded Liabilities.

                           (a) Except with respect to the Assumed Liabilities
described in Section 1.04 hereof, or as otherwise expressly indicated elsewhere
in this Agreement, Enterprises shall not assume, nor shall it agree to pay,
perform or discharge any liability or obligation of any kind or nature
whatsoever of Sellers (collectively, the "Excluded Liabilities"), including,
without limitation,

                                    (i) any liability for indebtedness of any
         Seller evidenced by bonds, debentures, notes or similar instruments or
         for the deferred purchase price of property;

                                    (ii) any liability to pay any Taxes of any
         Seller;

                                    (iii) any liability to pay the Taxes of any
         other person or entity because any Seller was a member of an affiliated
         group under Section 1504(a) of the Internal Revenue Code of 1986, as
         amended (" IRC") or any similar state tax provision;

                                    (iv) any liability or obligation with
         respect to the Excluded Assets;

                                    (v) any liability for the return of deposits
         with respect to any of the Purchased Assets in excess of $2,500 in the
         aggregate;
<PAGE>
                                                                  EXECUTION COPY

                                    (vi) any obligation to indemnify any person
         by reason of the fact that such person was a director, officer,
         employee or agent of any Seller or was serving at the request of any
         Seller as a partner, trustee, director, officer, employee or agent of
         another entity;

                                    (vii) any liability (1) in the event of any
         claims brought by employees or former employees of any Seller claiming
         employment discrimination under state or federal law, arising from acts
         or occurrences prior to the consummation of the transactions
         contemplated by this Agreement, or (2) from any labor disputes between
         any Seller and the labor unions representing its employees, including
         without limitation strikes or picketing, wherever they may occur,
         arising from acts or occurrences prior to the consummation of the
         transactions contemplated by this Agreement;

                                    (viii) any liability with respect to any
         employment, collective bargaining or consulting contract, or deferred
         compensation, profit-sharing, pension, bonus, stock option, stock
         purchase or any other fringe benefit or compensation contract,
         commitment, arrangement or plan (whether written or oral) including
         each welfare plan (as defined in Section 3(1) of the Employee
         Retirement Security Act of 1974, as amended ("ERISA")), which any
         Seller has established or maintained or in which any Seller has had an
         obligation to make contributions or to pay benefits, for the benefit of
         persons who are, were, or will become in accordance with the terms of
         the plan, active employees, former employees, retirees, directors or
         independent contractors (or their descendants, spouses or
         beneficiaries) of any Seller or its predecessors in interest or any
         employer that would constitute an "ERISA Affiliate", which term will
         refer to all employers that by reason of common control are treated
         together with any Seller as a single employer within the meaning of IRC
         section 414;

                                    (ix) any liability for payments to employees
         of any Seller under the Worker Adjustment and Retraining Notification
         Act (the "WARN Act") or the Family and Medical Leave Act of 1993;

                                    (x) any liability for offering and providing
         COBRA continuation coverage prior to the Closing Date to any qualified
         beneficiary who is covered by a group health plan (where, for the
         purposes of this subsection 1.03(a)(ix), the terms "continuation
         coverage," "qualified beneficiary" and "group health plan" have the
         meanings given such terms under IRC section 4980B and ERISA section 601
         et seq.);

                                    (xi) any liability arising on or before the
         Closing Date for commitments relating to the employment, relocation or
         termination of any
<PAGE>
                                                                  EXECUTION COPY

         employees of any Seller including, without limitation, accrued salary
         or severance pay;

                                    (xii) any product liability or similar claim
         for injury to person or property which arises out of or is based upon
         any express or implied representation, warranty, agreement or guarantee
         made by any Seller, or imposed or asserted to be imposed by operation
         of law, in connection with any service performed or product sold or
         leased by any Seller on or prior to the Closing Date, including without
         limitation any claim relating to any product delivered on or prior to
         the Closing Date in connection with the performance of such service and
         any claim seeking recovery for consequential damage, lost revenue or
         income with respect thereto;

                                    (xiii) any liability for Sellers' costs and
         expenses incurred in connection with this Agreement and the
         transactions contemplated hereby;

                                    (xiv) any liability or obligation of Sellers
         arising or incurred after the Closing Date;

                                    (xv) any liability of any Seller that
         becomes a liability of Enterprises under any bulk transfer law of any
         jurisdiction (except those Taxes relating to the transfer of vehicle
         titles), under any common law doctrine of de facto merger or successor
         liability, or otherwise by operation of law; and

                                    (xvi) any liability or obligation under such
         portions of the contracts marked with an asterisk on Disclosure
         Schedule 3.07 which do not relate to the Business.

                           (b) Notwithstanding the fact that transfer Taxes
(including without limitation all sales Taxes) may constitute a joint and
several liability of Sellers and Enterprises, Sellers shall pay all transfer
Taxes arising from the consummation of the transactions contemplated by this
Agreement except (i) those Taxes relating to the transfer of vehicle titles and
(ii) those prorated Taxes referenced in Section 2.03.

                           (c) Sellers shall remain liable for, and shall
discharge to the extent properly due and payable, all of the Excluded
Liabilities with respect to which failure to so discharge would adversely affect
Enterprises.

                  1.04 Assumed Liabilities.

                           (a) At the Closing, Enterprises shall assume only the
following liabilities and obligations of Sellers (the "Assumed Liabilities"):
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                                    (i) Liabilities and obligations arising
         after the Closing Date under the contracts, purchase orders and real
         property leases included in the Assumed Contracts;

                                    (ii) Liabilities and obligations arising
         after the Closing Date from the operations of Enterprises within the
         Territory;

                                    (iii) Certain ad valorem Taxes referenced in
         Section 2.03; and

                                    (iv) Taxes relating to the transfer of
         vehicle titles being transferred as part of the transactions
         contemplated hereby.

                           (b) Enterprises shall be liable for, and shall
discharge, when due, all of the Assumed Liabilities.

                           (c) Except as expressly set forth in this Section
1.04, Enterprises shall not assume or in any way be liable for any obligation or
liability of any Seller, whether known or unknown, fixed or contingent, or
incurred before or after the Closing.


                                   ARTICLE II

                            THE ASSET PURCHASE PRICE
                            ------------------------

                  2.01 Asset Purchase Price. The purchase price for the
Purchased Assets shall be $4,486,977 (the "Asset Purchase Price"), paid at the
Closing by wire transfer to the bank account set forth on Exhibit 2.01.

                  2.02 Allocation of Asset Purchase Price. The Asset Purchase
Price shall be allocated for federal and state tax purposes in the manner
specified in Exhibit 2.02, with such values being assigned after the completion
of a physical inventory as of the Closing Date but no later than December 31,
2000. Each of the parties to this Agreement (a) acknowledges that such
allocation complies with the requirements of Section 1060 of the IRC, and the
regulations promulgated thereunder, and (b) shall file Form 8594 with its United
States Federal Income Tax Return and any related or analogous filings required
under any state laws, or otherwise, consistent with such allocation, for the tax
year in which the Closing occurs.

                  2.03 Prorations. The ad valorem Taxes which are set forth on
Disclosure Schedule 2.03 for the 2000 calendar year with respect to the
Purchased Assets shall be prorated between Sellers and Enterprises as of the
Closing Date as set forth therein, with appropriate adjustments made to the
Asset Purchase Price. Sellers shall be credited at Closing by Enterprises
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                                                                  EXECUTION COPY

for any such ad valorem Taxes paid by Sellers which are allocated to
Enterprises. Enterprises shall pay when due and payable all such ad valorem
Taxes not yet due and payable or paid, and the Asset Purchase Price shall be
reduced to reflect the share of such ad valorem Taxes allocable to Sellers.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES CONCERNING
                    -----------------------------------------
                            SELLERS AND THE BUSINESS
                            ------------------------

                  As an inducement to the execution of this Agreement by
Enterprises and the consummation of the transactions contemplated hereunder,
Sellers, jointly and severally, hereby represent and warrant to Enterprises as
follows as of the date of this Agreement and as of the Closing Date:

                  3.01 Organization and Authorization.

                           (a) CCBCWV is a corporation duly organized, validly
existing and in good standing under the laws of the State of West Virginia.
CCBCR is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. Each Seller is a wholly owned
subsidiary of Coca-Cola Bottling Co. Consolidated, a Delaware corporation
("Consolidated").

                           (b) Each Seller has the full corporate power and
authority to enter into this Agreement and all other agreements, documents and
certificates contemplated or required of them hereby (collectively, the " Seller
Documents") and to consummate the transactions contemplated under this Agreement
and the Seller Documents. The execution and delivery of this Agreement and each
Seller Document by each Seller and the consummation by each Seller of the
transactions contemplated hereby and thereby have been duly approved by Sellers,
and no corporate or other action on the part of any Seller or their shareholders
is necessary to approve and authorize the execution and delivery of this
Agreement and each Seller Document or the consummation of the transactions
contemplated hereby or thereby. This Agreement and each Seller Document have
been duly and validly executed and delivered by each Seller and constitute the
valid and binding agreements of Sellers, enforceable against them in accordance
with their respective terms.

                           (c) The execution and delivery of this Agreement and
each Seller Document by Sellers and the consummation by Sellers of the
transactions contemplated by this Agreement and the Seller Documents will not:

                                    (i) violate or conflict with any provision
         of the articles of incorporation, certificate of incorporation, or
         bylaws of any Seller;
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                                    (ii) other than as set forth in Section
         5.11, breach, violate or constitute an event of default (or an event
         that with the lapse of time, or the giving of notice, or both, would
         constitute an event of default) under or give rise to any right of
         termination, cancellation, modification or acceleration under, any
         note, bond, indenture, mortgage, security agreement, lease, license,
         collective bargaining agreement or any other material agreement,
         instrument or obligation to which any Seller is a party, or by which
         any Seller or any of their properties or assets are bound;

                                    (iii) result in the creation of any lien,
         claim or encumbrance or other right of any third party of any kind
         whatsoever upon the Purchased Assets pursuant to the terms of any such
         instrument or obligation;

                                    (iv) violate or conflict with any Order or
         Law where:

                                            (A) "Order" means any award,
         decision, injunction, judgment, order, ruling, subpoena or verdict
         entered, issued or made or rendered by any Governmental Authority or
         arbitrator;

                                            (B) "Law" means any law, ordinance,
         principle of common law, regulation, statute or treaty, whether
         federal, state, local, municipal, foreign, international or
         multinational; and

                                            (C) "Governmental Authority" means
         any court, tribunal or panel, and any government, government agency,
         authority or regulatory body, whether federal, state, local, municipal,
         foreign, international or multinational;

                                    (v) require, on the part of any Seller, any
         filing or registration with, or permit, license, exemption, consent,
         authorization or approval of, or the giving of any notice to, any
         Governmental Authority, except for the premerger notification
         requirements of the Hart-Scott-Rodino Antitrust Improvements Act of
         1976, as amended (the " HSR Act"), and such filings, registrations,
         permits, licenses, consents, authorizations or approvals which, if not
         made or obtained, as the case may be, would not, in the aggregate, have
         a material adverse effect on the business, operations, properties,
         assets, financial condition, results of operations or prospects of any
         Seller taken as a whole.

                  3.02 Bottling Authorizations and Licenses.
<PAGE>
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                           (a) To Sellers' knowledge, Sellers have in effect,
either directly or through sub-license agreements, all authorizations to bottle,
distribute and sell soft drink and other nonalcoholic beverage products of The
Coca-Cola Company that are necessary for it to conduct the Business (the
"Bottling Authorizations and Licenses"). The Bottling Authorizations and
Licenses are listed in Disclosure Schedule 3.02(a).

                           (b) All Bottling Authorizations and Licenses giving
Sellers the temporary right to sell soft drinks and other nonalcoholic beverage
products in any portion of the Territory that is within the territory of another
bottler are specifically identified in Disclosure Schedule 3.02(b).

                  3.03 Taxes.

                           (a) Except as disclosed on Disclosure Schedule
3.03(a), all Taxes, deposits or other payments or withholdings for which any
Seller has any liability under any Law through the date of this Agreement and at
the Closing Date (whether or not shown on any Return) have either been paid in
full, or will be paid on or before the date that such Taxes are due to be paid
(including any extensions thereof).

                           (b) All Returns of any Seller that are due to have
been filed in accordance with Law have been filed, and all such Returns are
correct and complete in all material respects.

                           (c) For purposes of this Agreement:

                                    (i) "Taxes" means all taxes, assessments,
         charges, duties, fees, levies or other governmental charges, including
         federal, state, city, county, parish, foreign or other income,
         franchise, capital stock, real property, personal property, tangible,
         withholding, social security (or similar), unemployment compensation,
         disability, environmental (including taxes under section 59A of the
         IRC), transfer, sales, soft drink, use, excise, gross receipts,
         alternative or add-on-minimum, estimated and all other taxes of any
         kind for which any Seller may have any liability imposed by any
         Governmental Authority (including interest, penalties or additions
         associated therewith), and including any transferee or secondary
         liability in respect of any tax (whether imposed by law, contractual
         agreement or otherwise) and any liability in respect of any tax as a
         result of being a member of any affiliated, consolidated, combined,
         unitary or similar group and shall include all liabilities of any
         Seller under any unclaimed property Law applicable to such Seller; and

                                    (ii) "Returns" means all returns,
         declarations, reports, statements, claims for refunds, estimated
         returns or reports, and other documents
<PAGE>
                                                                  EXECUTION COPY

         required to be filed in respect of Taxes, including any amendments or
         supplements to any of the foregoing.

                  3.04 Real Property.

                           (a) Disclosure Schedule 3.04(a) contains a complete
list and legal description of all real property within the Territory that is
leased by any Seller (specifying which Seller leases each parcel of property).
There is no real property within the Territory (other than the leasehold
improvements referenced in Schedule 1.01(c)(ii), to the extent so classified)
that is owned by any Seller, or as to which any Seller has either an option or
obligation to purchase or sell.

                           (b) With respect to each such parcel of leased real
property required to be disclosed on Disclosure Schedule 3.04(a):

                                    (i) the subject lease is legal, valid,
         binding, enforceable, and in full force and effect;

                                    (ii) subject to fulfillment of any landlord
         consent requirements thereof, the lease will continue to be legal,
         valid, binding, enforceable, and in full force and effect and on
         identical terms following the consummation of the transactions
         contemplated hereby;

                                    (iii) neither Seller, nor to Sellers'
         knowledge, no other party to the lease, is in breach or default, and to
         Sellers' knowledge, no event has occurred which, with notice or lapse
         of time, would constitute a breach or default or permit termination,
         modification, or acceleration under such lease;

                                    (iv) no party to the lease has repudiated
         any provision of such lease;

                                    (v) there are no disputes, oral agreements,
         or forbearances, or waivers in effect as to the lease;

                                    (vi) no Seller has assigned, transferred,
         conveyed, mortgaged, deeded in trust, or otherwise encumbered any
         interest in the leasehold;

                                    (vii) all facilities located on such
         leasehold have received all approvals of Governmental Authorities
         required in connection with the ownership or operation thereof and have
         been operated and maintained in accordance with all Laws;
<PAGE>
                                                                  EXECUTION COPY

                                    (viii) all facilities leased thereunder, as
         of the date hereof, are supplied with utilities and other services
         reasonably necessary for the operation of such facilities as being
         operated; and

                                    (ix) improvements to the property are
         adequate for the uses to which such property is being put.

                  3.05 Personal Property.

                           (a) Disclosure Schedule 1.01(c)(i)(A) contains a
complete list of all equipment of Sellers (except for equipment listed on
Disclosure Schedule 1.01(c)(i)(B)) used in the Business as of the date hereof.
Disclosure Schedule 1.01(c)(i)(B) contains a complete list of all vending
machines and related equipment, cold carton merchandisers and related equipment,
and pre-mix and post-mix equipment of Sellers used solely in the Business as of
September 21, 2000. Disclosure Schedule 1.01(c)(i)(C) contains a complete list
of all spare parts of Sellers used solely in the Business as of September 20,
2000. The updated Disclosure Schedules 1.01(c)(i)(B) and 1.01(c)(i)(C) delivered
pursuant to Section 5.09 will contain a complete list of all tangible personal
property described in Sections 1.01(c)(i)(B) and 1.01(c)(i)(C) as of the Closing
Date.

                           (b) With respect to the personal property disclosed
in Disclosure Schedules 1.01(c)(i)(A), 1.01(c)(i)(B) and 1.01(c)(i)(C) as
originally delivered (except for any such property not owned by either Seller at
Closing because of dispositions in the ordinary course of business) and as
updated pursuant to Section 5.09:

                                    (i) Each Seller has good and valid title to
         all such tangible property, free and clear of any liens, restrictions,
         claims, charges, security interests, easements or other encumbrances of
         any nature whatsoever, except for (A) rights of lessors under the terms
         of the existing leases which are disclosed in Disclosure Schedule
         3.05(b)(i)(A); (B) liens for Taxes not yet due and payable; and (C)
         liens and encumbrances disclosed in Disclosure Schedule 3.05(b)(i)(C);
         and

                                    (ii) all such tangible personal property,
         other than inventory, is adequate for the uses to which such property
         is being put.

                           (c) The inventory described on Disclosure Schedule
1.01(c)(iii) contains a complete list of all inventory described in Section
1.01(c)(iii) as of September 22, 2000. The inventory described on the updated
Disclosure Schedule 1.01(c)(iii) delivered pursuant to Section 5.09 will contain
a complete list of all such inventory as of the Closing Date. All inventory of
Sellers within the Territory is merchantable and of a quality and quantity
usable and salable in the ordinary course of the Business. No such inventory is
out-of-date by standards of The Coca-Cola Company, nor is any inventory out in
the trade within the Territory out of date
<PAGE>
                                                                  EXECUTION COPY

by such standards. No food ingredient, finished article of food, food packaging
or food labeling included in the inventory being conveyed hereunder or out in
the trade within the Territory is adulterated or misbranded within the meaning
of the Federal Food Drug and Cosmetic Act. There is no pending or, to the
knowledge of Sellers, threatened investigation or regulatory action by the
federal Food and Drug Administration affecting any inventories of Sellers.

                           (d) There has been no reduction taken as a whole in
the aggregate level of equipment, spare parts and inventory (valued at book
value) set forth on Disclosure Schedules 1.01(c)(i)(B), 1.01(c)(i)(C) and
1.01(c)(iii) from the dates set forth in Sections 3.05(a) and 3.05(c) above to
the date hereof and all such changes have been in the ordinary course of
business.

                  3.06 Environmental Matters.

                           (a) Except as disclosed in Disclosure Schedule 3.06,
and solely with respect solely to Sellers' operation of the Business in the
Territory and condition of the Purchased Assets:

                                    (i) Sellers (1) have obtained all material
         permits, licenses and other authorizations and filed all notices which
         are required to be obtained or filed by them for the operation of the
         Business under applicable Environmental Laws; (2) have been and are in
         compliance in all material respects with all terms and conditions of
         such required permits, licenses and authorizations; and (3) have been
         and are in compliance in all material respects with all other
         applicable limitations, restrictions, conditions, standards,
         prohibitions, requirements, obligations, schedules and timetables
         contained in any Environmental Laws;

                                    (ii) there are no ongoing, or known to any
         Seller to be imminent, governmental investigations of Sellers pursuant
         to any Environmental Laws;

                                    (iii) Sellers are not liable for nor have
         they assumed responsibility for the monitoring, investigation or
         cleanup of any environmental contamination;

                                    (iv) neither Seller (nor any predecessor in
         interest, to Sellers' knowledge), has been identified as a potentially
         responsible party at, or received a request for information pursuant to
         any Environmental Laws related to, any contaminated or previously
         contaminated site;

                                    (v) neither Seller (nor any predecessor in
         interest) has been requested to indemnify another party or contribute
         towards the monitoring,
<PAGE>
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         investigation or cleanup costs of any contaminated or previously
         contaminated site;

                                    (vi) there are no underground storage tanks,
         above-ground storage tanks, surface impediments, landfills,
         polychlorinated biphenyls and/or friable asbestos on, under or within
         the real property owned or leased by any Seller;

                                    (vii) there are no past or present events,
         conditions, circumstances, activities, practices, incidents, actions or
         plans which have materially interfered with or are likely to prevent
         continued compliance with Environmental Laws in all material respects;

                                    (viii) neither Seller (nor any predecessor
         in interest) has been named a defendant or as a potential defendant in
         any actual or threatened civil lawsuit in which it is alleged that the
         waste materials of any Seller or one of their predecessors in interest
         caused or contributed to personal or property damages or injuries to
         any person; and

                                    (ix) no current or former employee of any
         Seller (or any predecessor in interest) has claimed to have suffered
         any injury or health problem as a result of the working conditions at
         the facilities of any Seller or a predecessor in interest, including
         but not limited to any claims alleging indoor air pollution, exposure
         to asbestos, or any failure to comply with the requirements of the
         Occupational Safety and Health Act, as amended, or any similar law.

                           (b) As used in this Agreement, "Environmental Laws"
means any applicable federal, state, local or other governmental legislation,
statute, law, code, principle of common law, ordinance, rule or regulation, as
well as any plan, order, decree, judgment, injunction, notice or demand letter
issued, entered, promulgated or approved thereunder, relating to (i) the
emission of pollutants or hazardous substances into the air, (ii) the discharge
of pollutants into the waters, (iii) the disposal of hazardous waste, (iv) the
release and/or threatened release of hazardous substances into the environment,
(v) the manufacture, processing, distribution, presence (including, without
limitation, any right-to-know laws), use, handling, treatment, storage,
transportation or disposal of any chemical, substance, material or waste that
has been listed as toxic or hazardous by the Environmental Protection Agency or
by any equivalent state or local agency or bureau, (vi) the protection of the
environment and/or of public health and safety and/or (vii) the protection of
the health and safety of employees.

                  3.07 Contracts and Commitments.
<PAGE>
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                           (a) The Assumed Contracts shall consist of all
written or oral contracts to which any Seller is a party or is bound and which
(i) are to be performed in whole or in part after the Closing Date and (ii)
relate to the Business, which include, without limitation, the contracts listed
on Disclosure Schedule 3.07, or with respect to those contracts marked with an
asterisk, such portion of the contract that relates to the Business. All such
contracts with the following characteristics are listed on Disclosure Schedule
3.07:

                                    (i) requiring the expenditure of funds for
         goods or services in excess of $2,500;

                                    (ii) any marketing agreement or
         understanding including any chain marketing agreement, calendar
         marketing agreement, agreement for scoreboard or sign display,
         promotional discount letter, special arrangements, whether providing
         for discounts, incentive awards or otherwise;

                                    (iii) restricting the right of any Seller to
         compete, whether by restricting territories, customers or otherwise, in
         any line of business or territory;

                                    (iv) requiring any Seller to purchase its
         requirements for any goods or services from any one or more parties;

                                    (v) with any officer, director, or
         greater-than-five-percent-shareholder of any Seller with any spouse,
         in-law, child, sibling or parent of any such person or with any company
         or other organization in which any of the foregoing has, to Sellers'
         knowledge, a material direct or indirect financial interest;

                                    (vi) relating to participation in a
         cooperative, partnership or joint venture;

                                    (vii) imposing confidentiality requirements
         on any Seller;

                                    (viii) for political contributions or for
         charitable contributions involving a commitment to make contributions
         for more than one year or involving more than $2,500 in the aggregate
         or individually; or

                                    (ix) relating to the distribution of
         products.

                           (b) There are no (i) consignments or "sale or
return" arrangements; (ii) any agreements requiring any Seller to share any
profits, revenues, cash flows or Taxes that
<PAGE>
                                                                  EXECUTION COPY

relate to the Business; or (iii) guarantees of the indebtedness of any customer
of, or supplier to, the Business, or loans or advances other than accounts
receivable to such persons or entities.

                           (c) No Seller has received any notice of cancellation
or termination in connection with any Assumed Contract. No party has repudiated
any portion of any Assumed Contract. Each Assumed Contract is enforceable in all
material respects in accordance with its terms in a manner that obtains for, or
imposes upon, the parties the primary benefits and obligations of such
agreements.

                           (d) Upon the consummation of the transaction
contemplated by this Agreement, each Assumed Contract will remain in full force
and effect on substantially similar terms.

                           (e) To Sellers' knowledge, there are no pending or
threatened bankruptcy, insolvency, or similar proceedings with respect to any
party to any Assumed Contract.

                           (f) No event has occurred that (whether with or
without notice, lapse of time or the happening or occurrence of any other event)
would constitute a default thereunder by any Seller or by any other party to any
Assumed Contract.

                           (g) With respect to any Assumed Contracts that were
originally between Consolidated and a third party, such Assumed Contracts have
been validly assigned by Consolidated to either or both Sellers.

                  3.08 Antitrust Laws.

                           (a) Except for matters arising out of a grand jury
investigation of CCBCR and the Settlement Agreements and plea agreements set
forth on Disclosure Schedule 3.08, as to which neither Seller has any further
liability, each Seller, their predecessors in interest in the Business or any
part of them and all of their employees or agents with pricing authority or
power to bind Sellers or any such predecessor in interest (collectively, the
"Company Parties") are and have been in compliance with all Antitrust Laws. As
used herein, " Antitrust Laws" shall mean the United States antitrust laws
referred to as the Sherman Act, the Clayton Act, the Robinson Patman Act, the
Lanham Act, the Federal Trade Commission Act, and the rules and regulations
promulgated thereunder, and applicable state antitrust and unfair trade laws,
rules and regulations.

                           (b) There is no grand jury or other state or federal
investigation or proceeding pending or, to Sellers' knowledge, threatened
against any of Company Parties relating to Antitrust Laws.
<PAGE>
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                  3.09 Judgments, etc.. There are no judgments, orders,
injunctions, decrees, stipulations or awards (whether rendered by a court,
administrative agency, or by arbitration, pursuant to a grievance or other
procedure) affecting the Purchased Assets or the operation of the Business by
any Seller that are, or will become upon consummation of the transactions
contemplated by this Agreement, binding upon Enterprises, or will create a lien
or any other encumbrance on the Purchased Assets.

                  3.10 Required Governmental Licenses and Permits. Sellers have
all material licenses, permits or other authorizations of Governmental
Authorities necessary for the production and sale of their products and all
other material licenses, permits or other authorizations of Governmental
Authorities necessary for the conduct of the Business. A list of licenses,
permits and authorizations issued to Sellers is set forth in Disclosure Schedule
3.10.

                  3.11 Labor Matters. Except as set forth on Disclosure Schedule
3.11(a), with respect to the Business, there have been no labor strikes by the
employees of any Seller within the last 5 years. A copy of each of the
agreements set forth on Disclosure Schedule 3.11(b) has been provided to
Enterprises.

                  3.12 All Assets of the Business. The Purchased Assets and
Excluded Assets constitute all of the assets used by the Sellers solely for the
conduct of the Business within the Territory.

                  3.13 Copies. True and correct copies of the Disclosure
Schedules are attached hereto and incorporated herein by reference and true and
correct copies of all documents referred to therein have been made available to
or delivered to Enterprises.

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF ENTERPRISES
                 ---------------------------------------------

                  As an inducement to the execution of this Agreement by Sellers
and the consummation of the transactions contemplated hereunder, Enterprises
hereby represents and warrants to Sellers as follows as of the date of this
Agreement and as of the Closing Date:

                  4.01 Organization and Authorization. Enterprises is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.

                  4.02 Authorization of the Transaction. Enterprises has the
full corporate power and authority to enter into this Agreement and all other
agreements, documents and certificates contemplated or required of it hereby
(collectively, the "Buyer Documents") and to consummate the transactions
contemplated under this Agreement and the Buyer Documents. The execution and
delivery by Enterprises of this Agreement and each of the Buyer Documents and
the
<PAGE>
                                                                  EXECUTION COPY

consummation by Enterprises of the transactions contemplated hereby and thereby
have been duly approved by the board of directors of Enterprises, and no other
corporate action on the part of Enterprises is necessary to approve and
authorize the execution and delivery of this Agreement and each of the Buyer
Documents or to consummate the transactions contemplated under this Agreement
and the Buyer Documents. This Agreement and each of the Buyer Documents have
been duly and validly executed and delivered by Enterprises and constitute the
valid and binding agreements of Enterprises, enforceable against Enterprises in
accordance with their respective terms.

                  4.03 Non-contravention. The execution and delivery of this
Agreement and each of the Buyer Documents by Enterprises and the consummation by
Enterprises of the transactions contemplated hereby and thereby will not:

                           (a) violate or conflict with any provision of the
certificate of incorporation or bylaws of Enterprises;

                           (b) breach, violate or constitute an event of default
(or an event which with the lapse of time or the giving of notice, or both,
would constitute an event of default) under, or give rise to any right of
termination, cancellation, modification or acceleration under, any note, bond,
indenture, mortgage, security agreement, lease, license franchise or other
material agreement, instrument or obligation to which Enterprises is a party, or
by which Enterprises or any of its properties or assets is bound;

                           (c) result in the creation of any lien, claim or
encumbrance or other right of any third party of any kind whatsoever upon the
properties or assets of Enterprises pursuant to the terms of any such instrument
or obligation;

                           (d) violate or conflict with any Order or Law;

(except for anything that would be a breach of the representations in the
foregoing clauses (b), (c) and (d), but would not, individually or in the
aggregate, have a material adverse effect on the operations, properties, assets,
financial condition, results of operations or prospects of Enterprises); or

                           (e) require, on the part of Enterprises, any filing
or registration with, or permit, license, exemption, consent, authorization or
approval of, or the giving of any notice to, any Governmental Authority except
for the premerger notification requirements of the HSR Act and such filings,
registrations, permits, licenses, consents, authorizations or approvals which,
if not made or obtained, as the case may be, would not, in the aggregate, have a
material adverse effect on the business, operations, properties, assets,
financial condition, results of operations or prospects of Enterprises.
<PAGE>
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                                    ARTICLE V

                                OTHER AGREEMENTS
                                ----------------

                  5.01 Continuing Operation of Business. Sellers covenant and
agree that they will do or refrain from, as the case may be, the following, on
and after the date of this Agreement (to the extent not simultaneous with the
Closing) and until the Closing hereunder (except upon the prior written consent
of Enterprises which will not be unreasonably withheld):

                           (a) carry on the Business in the ordinary and regular
course and not engage in any material transaction or material activity or enter
into any material agreement or make any material commitment except in the
ordinary and regular course of business consistent with past practice;

                           (b) use commercially reasonable efforts to preserve
in all material respects its relationships with suppliers and customers of the
Business;

                           (c) not enter into marketing commitments with
customers that would be in effect beyond the Closing Date; and

                           (d) not enter into any commitment with third parties
under which any Seller is obligated to purchase or sell product or inventory in
the Business, which commitment extends past the Closing Date.

                  5.02 Expenses. Except as may be otherwise provided herein,
each party hereto shall pay all costs and expenses incurred by such party or on
such party's behalf in connection with this Agreement and the transactions
contemplated hereby.

                  5.03 Brokerage Commissions. Sellers and Enterprises hereby
represent and warrant for the benefit of the other parties that no person, firm,
corporation or other entity is entitled to any brokerage commission or finder's
fee in connection with any of the transactions contemplated by this Agreement.

                  5.04 Access. For the purpose of conducting, at Enterprises'
expense, a financial, business, environmental, and legal due diligence review of
the Business, Sellers agree that until the Closing or earlier termination of
this Agreement they shall (a) provide Enterprises with such information as
Enterprises may from time to time reasonably request with respect to them and
the transactions contemplated by this Agreement; (b) provide Enterprises and its
officers, counsel and other authorized representatives access during regular
business hours to their facilities, books, records (financial and other),
officers, employees, accountants (and the accounting work papers), lawyers and
consultants, as Enterprises may from time to time reasonably request; and (c)
permit Enterprises to make such investigation thereof as Enterprises may
reasonably request. Sellers further agree that after the Closing, Sellers shall
continue to make available, upon Enterprises' reasonable request, records
pertaining to ad valorem or other
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property taxes and to sales and use taxes that relate to the Business as
conducted prior to the Closing.

                  5.05 Other Offers. So long as this Agreement shall not have
been terminated, neither Seller shall solicit or entertain any offer for, or
sell or agree to sell, or participate in any business combination with respect
to, the Business or assets used in the Business except sales of inventory in the
usual and ordinary course of business.

                  5.06 Employees.

                           (a) Enterprises has made or shall make an offer of
employment to all employees listed on Disclosure Schedule 5.06. Such offer shall
be for "at will" employment and shall be effective as of the Closing Date.
Employees of Sellers who accept these offers are referred to herein as "
Transferred Employees."

                           (b) Enterprises shall take appropriate action to
permit Transferred Employees to rollover their accounts under Sellers' 401(k)
plan into a 401(k) Plan maintained by Enterprises, if such Transferred Employees
are otherwise eligible to participate in such a plan. Each Seller will provide
Enterprises with information regarding the Transferred Employees' participation
in any pension plan sponsored by such Seller as may be reasonably requested by
Enterprises following the Closing Date. Such information may include, but shall
not be limited to, years of vesting service, years of credited service, and
amounts of final average pay.

                  5.07 Collection of Receivables. After the Closing, Enterprises
will cooperate with, and use commercially reasonable effort to assist, Sellers
in the collection any accounts receivable of Sellers arising from the Business.
If Enterprises shall receive any remittances of any accounts receivable of
Sellers, or other amounts due to Sellers, Enterprises shall promptly remit the
same to Sellers, duly endorsed for transfer to Sellers, if required. If any
Seller shall receive any remittances of any accounts receivable of Enterprises,
such Seller shall promptly remit the same to Enterprises, duly endorsed for
transfer to Enterprises, if required.

                  5.08 Transfer Taxes. To the extent reasonably requested by a
party to this Agreement, each of the parties will use its reasonable, good faith
efforts legally to minimize any sales, use and/or transfer Taxes associated with
the transactions contemplated by this Agreement; provided, however, that this
shall not require either party (a) to take actions requiring the expenditure of
money without reimbursement from the other party or incurrence of additional
Taxes that are not sales, use and/or transfer Taxes; or (b) to take a position
on a Return inconsistent with positions taken on other Returns of such party.

                  5.09 Updated Schedules. No later than October 31, 2000,
Sellers shall provide Enterprises with updated Disclosure Schedules
1.01(c)(i)(B), 1.01(c)(i)(C) and 1.01(c)(iii), all as of the Closing Date.
Notwithstanding the delivery of updated Disclosure Schedules, the parties
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shall continue to have the right to make Claims based on a breach of Section
3.05(d) based on the original Disclosure Schedules.

                  5.10 Vehicle Registration Covenant and Indemnity. Enterprises
shall use commercially reasonable efforts to register the vehicles in
Enterprises' name as quickly as practicable. Enterprises hereby agrees to
indemnify, defend and hold harmless Sellers with respect to any Losses (as
defined in Article VI hereof) arising from Enterprises' failure to register the
vehicles in its name.

                  5.11 Copier Lease. Sellers shall cause their affiliate
Consolidated to, and Enterprises shall, use commercially reasonable efforts to
transfer to Enterprises the rights and obligations to the lease of the
photocopier at the Pikeville facility as quickly as practicable.

                                   ARTICLE VI

                                 INDEMNIFICATION
                                 ---------------

                  6.01 Certain Definitions. As used in this Agreement:

                           (a) "Buyer's Protected Parties" means Enterprises
and its affiliated companies, and the successors or assigns, officers,
directors, employees and agents of the foregoing.

                           (b) "Claim" or "Claims" means a claim for Losses
asserted by an Indemnified Party under this Article VI.

                           (c) "Sellers' Protected Parties" means CCBCWV,
CCBCR, and their affiliated companies, and the successors or assigns, officers,
directors, employees and agents of the foregoing.

                           (d) "Finally Resolved" means that the amount due to
the Buyer's Protected Parties or Sellers' Protected Parties, as the case may be,
has been finally determined under the provisions of Section 6.05, or by
agreement of the parties, or by the decision of a court of competent
jurisdiction from which there is no further appeal.

                           (e) "Indemnified Party" means any party entitled to
receive indemnification under this Article VI.

                           (f) "Indemnifying Party" means any party required to
provide indemnification under this Article VI.

                           (g) "Loss or Losses" means claims, losses,
liabilities, damages, costs (including court costs) and expenses (including the
reasonable fees of attorneys). Any Losses
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shall be computed net of any insurance proceeds or other recovery received from
any third party by any Indemnified Party in respect of or as a result of such
Loss or the facts or circumstances relating thereto.

                  6.02 Indemnification of Buyer's Protected Parties. Sellers
shall indemnify Buyer's Protected Parties for the amount of any Losses suffered
or incurred by any of Buyer's Protected Parties arising out of or with respect
to:

                           (a) any breach or inaccuracy of any representation or
warranty contained in Article III or in the closing certificate delivered
pursuant to Section 7.05(a);

                           (b) any breach of or noncompliance by any Seller with
any covenant or agreement made by Sellers in this Agreement or in any document
signed on behalf of Sellers and delivered on their behalf at the Closing; and

                           (c) any Excluded Liability.

                  6.03 Indemnification of Sellers' Protected Parties.
Enterprises shall indemnify Sellers' Protected Parties for the amount of any
Losses suffered or incurred by any of Sellers' Protected Parties arising out of
or with respect to:

                           (a) any breach or inaccuracy of any representation or
warranty contained in Article IV or in the closing certificate delivered
pursuant to Section 7.06(a);

                           (b) any breach of or noncompliance by Enterprises
with any covenant or agreement made by Enterprises in this Agreement or in any
document signed on behalf of Enterprises and delivered on its behalf at the
Closing;

                           (c) Enterprises' operation of the Business after the
Closing, except to the extent Buyer's Protected Parties have a Loss pursuant to
Section 6.02; and

                           (d) any failure of Enterprises to perform and
discharge in full, in a due and timely manner, the Assumed Liabilities.
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                  6.04 Limitations.

                           (a) The maximum amount of Losses which may be
recovered in the aggregate under Section 6.02 or Section 6.03 hereof and under
Article VI of the Concurrent Agreement (as defined in Section 7.03(h)) shall not
exceed the sum of the Asset Purchase Price and the Franchise Purchase Price (as
defined in the Concurrent Agreement), provided, however, that the maximum amount
of Losses which may be recovered in aggregate under Section 6.02 or Section 6.03
hereof and under Article VI of the Concurrent Agreement, with respect to Claims
first asserted after the second anniversary of the Closing Date, shall not
exceed the sum of all Claims outstanding on such second anniversary and $10
million.

                           (b) No Claim may be asserted under Section 6.02 or
Section 6.03 until the aggregate of the Losses claimed hereunder and under the
Concurrent Agreement first exceeds $250,000 (the "Deductible"), and thereafter
only to the extent of the excess; subsequent Claims may be asserted
dollar-for-dollar. Provided, however, that the Deductible shall not apply to (i)
a single Claim equal to or exceeding $250,000 or a group of Related Claims equal
to or exceeding $250,000; and (ii) any Claim asserted under Section 6.02(c). For
purposes hereof, "Related Claims" shall mean claims arising from a breach of an
individual representation or warranty that arose contemporaneously, or from the
same transaction, occurrence or condition. By way of example, a shortage of 100
items of inventory on the Closing Date, even if submitted as 100 claims, would
be deemed Related Claims.

                           (c) The representations and warranties contained in
this Agreement shall survive the Closing notwithstanding any investigation or
examination of Sellers and Enterprises. Claims under Section 6.02 or Section
6.03 may be asserted only prior to the second anniversary of the Closing Date,
except that claims based on Section 3.06 ("Environmental Matters") and Section
3.08 ("Antitrust Laws") may be asserted any time prior to the expiration of 40
months after the Closing Date, and Claims based on Section 3.03 ("Taxes") may
be asserted any time prior to the 90th day following the expiration of the
applicable statute of limitations.

                  6.05 Procedure for Claims.

                           (a) Claims must be asserted as promptly as
practicable and within the periods allowed by Section 6.04(c). Each notice of a
Claim must be given as provided in Section 9.02 of this Agreement, set forth in
reasonable detail the basis for the Claim, and cite the section of this
Agreement under which the Claim arises.

                           (b) Within 60 days after the receipt of a Claim, the
Indemnifying Party must give the Indemnified Party notice that it either agrees
with the Claim or disputes it. If the Indemnifying Party objects to the Claim,
the parties shall negotiate in good faith to determine the amount, if any, of
the Loss. If no resolution of the Claim has occurred within 180 days after the
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receipt of the Claim, then the parties shall submit the dispute to mediation
with a mutually agreeable mediator. If no resolution of the Claim has occurred
within 250 days following receipt of the Claim, either party may institute
proceedings in a court of competent jurisdiction to resolve the Claim.

                  6.06 Source of Recovery; Payment of Claims. When a Claim has
been Finally Resolved under this Article VI, if the Indemnifying Party shall not
have paid such Claim within 30 days of the date such Claim has been Finally
Resolved, the Indemnifying Party shall pay to the Indemnified Party an amount
equal to such Claim plus 7% annual interest accruing from the date such Claim is
Finally Resolved.

                  6.07 Third Party Action. When a Claim arises out of the claim
of a third party (the "Third Party Action"), including any audit or liability
for sales, use and transfer Taxes or other Taxes arising out of the consummation
of the transactions contemplated hereby (while any notice or audit relating to
Taxes shall be delivered promptly to the Indemnifying Party, such notice or
audit shall, while constituting a Claim, not be subject to the 180 and 250 day
time limitations set forth in Section 6.05(b) until an assessment has been
issued by the third party), then the party receiving notice of the Claim shall
promptly provide notice to the other parties, and the Indemnifying Party may, at
its expense, assume the defense thereof by prompt written notice to the
Indemnified Party. If the Indemnifying Party cannot or does not elect this
option, the Indemnified Party shall defend or settle the Third Party Action.
Where the Indemnifying Party has undertaken to defend the Third Party Action,
(1) the Indemnified Party may participate, at its own expense, in any and all
proceedings related to the Third Party Action and shall be entitled to receive
copies of all notices and pleadings or other submissions in any judiciary or
regulatory proceeding; and (2) there shall be no settlement requiring any action
on the part of the Indemnified Party, other than payment of the settlement
payment, without the consent of the Indemnified Party, which shall not be
unreasonably withheld. All parties to this Agreement shall cooperate in the
defense of Third Party Actions and shall furnish such records, information and
testimony, and shall attend such conferences, discovery proceedings, hearings,
trials and appeals, as may be reasonably requested in connection therewith.

                  6.08 Duty to Mitigate. Notwithstanding anything in this
Article VI, the Indemnified Party shall have a duty to make commercially
reasonable efforts to mitigate Losses asserted hereunder.

                  6.09 Exclusive Remedy. Except for common law fraud, the
indemnification provisions of this Article VI and Section 5.10 hereof shall be
the exclusive remedy following the Closing for any claim related to the
transactions contemplated hereby, including without limitation, any breaches or
alleged breaches of any representation, warranty or failure to fulfill any
covenants or agreement contained herein.
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                                   ARTICLE VII

                                   THE CLOSING
                                   -----------

                  7.01 Time, Date and Place of Closing. The payments and
deliveries contemplated by this Agreement to be made at the Closing shall be
made by facsimile on September 29, 2000, or such other date as may be mutually
agreeable. The date on which the last of such payments and deliveries occurs is
hereinafter referred to as the "Closing Date," and the events comprising such
payments and deliveries are hereinafter collectively referred to as the
"Closing." The effective time of the Closing shall be at 11:59 p.m. Pikeville,
Kentucky time, on September 29, 2000.

                  7.02 Events Comprising the Closing. The Closing shall not be
deemed to have occurred unless and until the Asset Purchase Price has been paid
and all other documents set forth herein have been delivered, and none of these
items shall have been deemed to be paid and delivered unless and until all of
them have been paid and delivered.

                  7.03 Conditions to Obligations of Enterprises. The obligations
of Enterprises to make the deliveries and payments under this Article VII and to
close this transaction are subject to the fulfillment prior to or at the Closing
Date of each of the following conditions, any one or more of which may be waived
by Enterprises:

                           (a) The representations and warranties contained in
Article III hereof shall be true in all material respects as of the date when
made and as of the Closing Date as if made on such date.

                           (b) Sellers shall have performed and complied in all
material respects with all agreements and conditions required by this Agreement
to be performed or complied with by them prior to or at the Closing Date.

                           (c) No Governmental Authority with competent
jurisdiction over the subject matter hereof shall have instituted any action,
suit or proceeding or given notice of its intentions to do so, which in the
reasonable opinion of Enterprises and its counsel has a material and adverse
effect on the transactions contemplated by this Agreement.

                           (d) The Sellers shall have received (1) commitments
from The Coca-Cola Company that it will consent to the transactions contemplated
hereby and the assignment of the Bottling Authorizations and Licenses and shall
have provided documentation with respect to the same reasonably satisfactory to
Enterprises, and (2) any other consents set forth on Disclosure Schedule 7.03(d)
hereto.

                           (e) Any governmental approvals legally required for
the consummation of the transaction that are set forth on Disclosure Schedule
7.03(e) shall have been obtained, and all applicable waiting periods pursuant to
the HSR Act shall have expired or been terminated.
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                           (f) All agreements, certificates and other documents
delivered by Sellers to Enterprises hereunder shall be in form and substance
reasonably satisfactory to Enterprises.

                           (g) Certified copies of the resolutions of the board
of directors and the shareholders (if required) of each Seller, and the
Executive Committee of the board of directors of Consolidated, authorizing the
execution and delivery of this Agreement and the consummation of the
transactions herein contemplated shall have been delivered to Enterprises.

                           (h) The transactions contemplated by that certain
Franchise Acquisition Agreement by and between Enterprises, Consolidated, WVBC,
Inc., a Delaware corporation and ROBC, Inc., a Delaware corporation, dated as of
even date herewith (the "Concurrent Agreement") are simultaneously consummated.

                  7.04 Conditions to Obligations of Sellers. The obligations of
Sellers to make the deliveries under this Article VII and to close this
transaction are subject to the fulfillment prior to or at the Closing Date of
each of the following conditions, any one or more of which may be waived by
Sellers:

                           (a) The representations and warranties of Enterprises
in Article IV hereof shall be true in all material respects as of the date when
made and as of the Closing Date as if made on such date;

                           (b) Enterprises shall have performed and complied
with in all material respects all agreements and conditions required by this
Agreement to be performed or complied with by it prior to or at the Closing
Date;

                           (c) No Governmental Authority with competent
jurisdiction over the subject matter hereof shall have instituted any action,
suit or proceeding or given notice of its intentions to do so, which in the
reasonable opinion of Sellers and their counsel has a material and adverse
effect on the transactions contemplated by this Agreement;

                           (d) The Coca-Cola Company shall have consented to the
transactions contemplated hereby and to the assignment of the Bottling
Authorizations and Licenses and shall have provided documentation with respect
to the same reasonably satisfactory to Sellers;

                           (e) All governmental approvals legally required for
the consummation of the transaction that have been set forth on Disclosure
Schedule 7.03(e) shall have been obtained, and all applicable waiting periods
pursuant to the HSR Act shall have expired or been terminated; and
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                           (f) All agreements, certificates, and other documents
delivered by Enterprises to Sellers hereunder shall be in form and substance
reasonably satisfactory to Sellers.

                  7.05 Deliveries by Sellers at the Closing. Delivery by Sellers
of the following at the Closing shall be a condition to the obligations of
Enterprises under this Agreement:

                           (a) A certificate dated the Closing Date executed by
an officer of each Seller certifying that (i) the representations and warranties
of Sellers hereunder are true and correct in all material respects on the
Closing Date as if made on and as of such date, (ii) the Sellers have performed
and complied in all material respects with all agreements, covenants, and
conditions required by this Agreement to be performed or complied with by them
prior to or at the Closing, and (iii) the applicable conditions precedent to the
obligations of Sellers hereunder have been fulfilled or waived;

                           (b) Opinion of counsel to Sellers and Consolidated,
dated the Closing Date, in the form of Exhibit 7.05(b);

                           (c) Certified copies of the resolutions of the boards
of directors and the Executive Committee of the board of directors of
Consolidated, which is the sole shareholder of each Seller, authorizing the
execution and delivery of this Agreement and the consummation of the
transactions herein contemplated;

                           (d) A bill of sale in the form of Exhibit 7.05(d),
executed by Sellers;

                           (e) A Guaranty in the form of Exhibit 7.05(e),
executed by Consolidated;

                           (f) A letter regarding the Seagram License Agreement
in the form of Exhibit 7.05(f), executed by Consolidated; and

                           (g) an Assignment and Assumption Agreement, executed
by Consolidated, whereby Consolidated assigns certain contracts to Sellers.

                  7.06 Deliveries by Enterprises at the Closing. Delivery by
Enterprises of the following at Closing shall be a condition to the obligations
of Sellers under this Agreement:

                           (a) A certificate dated the Closing Date executed by
an officer of Enterprises certifying that (i) the representations and warranties
of Enterprises hereunder are true and correct in all material respects on the
Closing Date as if made on and as of such date (ii) Enterprises has performed
and complied in all material respects with all agreements, covenants and
conditions required by this Agreement to be performed or complied with by it
prior to or at the Closing, and (iii) the applicable conditions precedent to the
obligations of Enterprises hereunder have been fulfilled or waived;
<PAGE>
                                                                  EXECUTION COPY

                           (b) Certified copies of the resolutions of the board
of directors of Enterprises authorizing the execution and delivery of this
Agreement and the consummation of the transactions herein contemplated;

                           (c) Opinion of counsel to Enterprises, dated the
Closing Date, in the form of Exhibit 7.06(c);

                           (d) The Asset Purchase Price in accordance with
Section 2.01; and

                           (e) A certificate that the inventory is being
purchased for resale, executed by an officer of Enterprises.

                                  ARTICLE VIII

                           TERMINATION AND ABANDONMENT
                           ---------------------------

                  8.01 Termination and Abandonment. This Agreement may be
terminated at any time and the transaction abandoned at any time prior to the
Closing under the following circumstances:

                           (a) The mutual written agreement of Sellers and
Enterprises;

                           (b) By Sellers if the Closing has not occurred before
December 31, 2000 because all conditions to Sellers' obligations have not been
satisfied or waived or because Enterprises has not made all required deliveries,
unless the Closing has not occurred solely because of a Governmental Objection.

                           (c) By Enterprises if the Closing has not occurred
before December 31, 2000 because all conditions to Enterprises' obligations have
not been satisfied or waived or because Sellers have not made all required
deliveries, unless the Closing has not occurred solely because of a Governmental
Objection.

                           (d) Any party may terminate by written notice to the
others if any action or proceeding shall have been instituted before any
Governmental Authority or, to the knowledge of the party giving such notice,
shall have been threatened formally in writing by any Governmental Authority
with requisite jurisdiction, to restrain or prohibit the transactions
contemplated by this Agreement or to subject one or more of the parties or their
directors or their officers to liability on the grounds that it or they have
breached any law or regulation or otherwise acted improperly in connection with
such transactions (a "Governmental Objection"), and such action or proceeding
shall not have been dismissed or such written threat shall not have been
withdrawn or rescinded before December 31, 2000.
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                  8.02 Rights and Obligations on Termination. If this Agreement
is terminated and abandoned as provided in this Article VIII, each party will,
at the request of another party hereto, return all documents, work papers and
other material of the requesting party, including all copies thereof, relating
to the transactions contemplated by this Agreement, whether so obtained before
or after the execution of this Agreement, to the party furnishing the same, and
all information received by any party to this Agreement with respect to the
business of any other party shall not at any time be used for the advantage of,
or disclosed to third parties by, such party to the detriment of the party
furnishing such information except as may be required by Law; provided, however,
that this shall not apply to any document, work paper, material, or any other
information which is a matter published in any publication for public
distribution or filed as public information with any Governmental Authority or
is otherwise in the public domain.

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS
                            ------------------------

                  9.01 Good Faith; Further Assurances; Further Cooperation. The
parties to this Agreement shall in good faith undertake to perform their
obligations under this Agreement, to satisfy all conditions and to cause the
transactions contemplated by this Agreement to be carried out promptly in
accordance with the terms of this Agreement. Upon the execution of this
Agreement and thereafter, the parties hereto shall do such things as may be
reasonably requested by the other parties hereto in order more effectively to
consummate or document the transactions contemplated by this Agreement.

                  9.02 Notices. All notices, communications and deliveries under
this Agreement shall be made in writing, signed by the party making the same,
shall specify the Section of this Agreement pursuant to which it is given, and
shall be deemed given on the date delivered if delivered in person (or by
recognized overnight courier) or seven days after being mailed (with postage
prepaid) if mailed certified mail, return receipt requested. Such notice shall
not be effective unless copies are provided contemporaneously as specified
below, but neither the manner nor the time of giving notice to those to whom
copies are to be given shall control the date notice is given or received. The
addresses and requirements for copies are as follows:

                To Enterprises:

                Mr. John R. Alm
                President and Chief Operating Officer
                Coca-Cola Enterprises Inc.
                2500 Windy Ridge Parkway
                Atlanta, Georgia 30339
                [Post Office Box 723040]
                [Atlanta, Georgia 31139-0040]
<PAGE>
                                                                  EXECUTION COPY


                   Notices to Enterprises shall be accompanied by a copy to:

                   Mr. E. Liston Bishop III
                   Miller & Martin LLP
                   1000 Volunteer Building
                   832 Georgia Avenue
                   Chattanooga, Tennessee  37402-2289


                                  * * * * * * *

                   To Sellers:

                   The Coca-Cola Bottling Company of West Virginia, Inc.
                   Coca-Cola Bottling Company of Roanoke, Inc.
                   4100 Coca-Cola Plaza
                   Charlotte, North Carolina 28211
                   Attention:  David V. Singer

                   Notices to Sellers shall be accompanied by a copy to:

                   Kennedy Covington Lobdell & Hickman, LLP
                   Bank of America Corporate Center
                   Suite 4200
                   100 North Tryon Street
                   Charlotte, North Carolina  28202-4006
                   Attention:  Sheila Wohl Chandonnet

or to such representative or to such other address as the parties hereto may
furnish to the other parties in writing. If notice is given pursuant to this
Section 9.02 of a permitted successor or assign of a party to this Agreement,
then notice shall be given as set forth above to such successor or assign of
such party.

                  9.03 Definition of Knowledge. As used in this Agreement, the
term "to the knowledge of Sellers" or any variations thereof shall mean the
state of facts, conditions or circumstances which is known or reasonably should
have been known to any director or officer of either Seller or to Christian J.
Dominik.

                  9.04 Assignment. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, and their respective legal
representatives, heirs, successors and assigns. No assignment or transfer of
rights and obligations hereunder shall be made except with the prior written
consent of the parties hereto, except that Enterprises need not obtain Sellers'
consent to Enterprises' assignment of rights and delegation of obligations under
this Agreement
<PAGE>
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to an affiliated corporation of Enterprises (which, for purposes of this
Agreement, shall be limited to any of Enterprises' wholly owned subsidiaries)
provided that such subsidiary or affiliate expressly assumes such liabilities
and obligations and that Enterprises remains fully liable for its obligations
hereunder.

                  9.05 Captions; Definitions. The titles or captions of
articles, sections and subsections contained in this Agreement are inserted only
as a matter of convenience and for reference and in no way define, limit, extend
or describe the scope of this Agreement or the intent of any provision hereof
and shall not be considered in the interpretation or construction of this
Agreement in any proceeding. The parties agree to all definitions in the
statement of parties to this Agreement and in the other introductory language to
this Agreement.

                  9.06 Controlling Law; Amendment; Waiver. This Agreement shall
be construed in accordance with and governed by the Laws of the State of North
Carolina, without giving effect to the principles of conflicts of law thereof.
No provision of this Agreement or any related document shall be construed
against or interpreted to the disadvantage of any party hereto by any court or
other governmental or judicial authority by reason of such party's having or
being deemed to have structured or drafted such provision. This Agreement may
not be altered or amended except in writing signed by Enterprises and Sellers.
The failure of any party hereto at any time to require performance of any
provisions hereof shall in no manner affect the right to enforce the same. No
waiver by any party hereto of any condition, or of the breach of any term,
provision, warranty, representation, agreement or covenant contained in this
Agreement, whether by conduct or otherwise, in any one or more instances shall
be deemed or construed as a further or continuing waiver of any such condition
or breach or a waiver of any other condition or of the breach of any other term,
provision, warranty, representation, agreement or covenant herein contained.

                  9.07 No Third-Party Beneficiaries. With the exception of the
parties to this Agreement and each of their legal representatives, heirs,
successors and permitted assigns, there shall exist no right of any person to
claim a beneficial interest in this Agreement or any rights arising by virtue of
this Agreement.

                  9.08 Exhibits; Disclosure Schedule. All exhibits and the
Disclosure Schedules to this Agreement are hereby incorporated into and made a
part of this Agreement as if set out in full in the first place that reference
is made thereto.

                  9.09 Counterparts; Entire Agreement. This Agreement may be
executed by each party upon a separate copy, and in such case one counterpart of
this Agreement shall consist of enough of such copies to reflect the signatures
of all of the parties to this Agreement. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, and it shall
not be necessary in making proof of this Agreement or the terms of this
Agreement to produce or account for more than one of such counterparts. This
Agreement together with all Disclosure Schedules and exhibits hereto, the
Concurrent Agreement and all
<PAGE>
                                                                  EXECUTION COPY

other agreements and undertakings provided for hereunder shall constitute the
entire agreement of the parties and supersedes any and all prior agreements,
oral or written, with respect to the subject matter contained herein. There are
no other agreements, representations, warranties or other understandings between
the parties in connection with this transaction which are not set forth in this
Agreement or the Disclosure Schedules and exhibits hereto.


                           (a) Neither party, nor their affiliates may at any
time prior to, on or after the Closing Date, without the prior written approval
of the other parties hereto, which shall not be unreasonably withheld, disclose
the Asset Purchase Price or any other economic term of this Agreement or the
transactions contemplated hereby to any third party, or issue any press release
or make any announcement relating to the subject matter of this Agreement or the
transactions contemplated hereby, other than as required by Law, including but
not limited to the Securities Act of 1933, as amended, other state or federal
securities Laws or in connection with compliance with the HSR Act.

                           (b) In the event that either party is ordered to make
a disclosure by virtue of a subpoena, civil investigative or discovery demand,
criminal investigative demand or similar order lawfully issued by a court of
competent jurisdiction, then such party shall promptly notify the other parties
hereto and cooperate with such parties to quash or otherwise limit the scope of
such disclosure.

                  9.11 Consent. Sellers hereby consent to the transactions
contemplated by the Concurrent Agreement.



                            [SIGNATURE PAGE FOLLOWS]
<PAGE>
                                                                  EXECUTION COPY


                  DULY EXECUTED by the parties hereto, under seal, as of the
date first above written.

         THE COCA-COLA BOTTLING COMPANY
                                     OF WEST VIRGINIA, INC.


                                     By:_________________________________

                                     Title:_______________________________



             COCA-COLA BOTTLING COMPANY
                                     OF ROANOKE, INC.


                                     By:_________________________________

                                     Title:_______________________________


                                     COCA-COLA ENTERPRISES INC.


                                     By:________________________________

                                     Title:_______________________________
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>FRANCHISE ACQUISITION AGREEMENT
<TEXT>



                                                                  EXECUTION COPY

                         FRANCHISE ACQUISITION AGREEMENT
                         -------------------------------


                  THIS AGREEMENT is executed and delivered this 29th day of
September, 2000, by and among WVBC, INC., a Delaware corporation ("WVBC"), ROBC,
INC., a Delaware corporation ("ROBC") (WVBC and ROBC are sometimes referred to
herein collectively as the "Sellers" and individually as a "Seller"), and
COCA-COLA ENTERPRISES INC., a Delaware corporation ("Enterprises").

                  IN CONSIDERATION of the representations, warranties, covenants
and agreements contained in this Agreement, the parties, intending to be legally
bound, hereby agree as follows:

                                   1 ARTICLE

        PURCHASE OF FRANCHISE ASSETS AND RIGHTS;LIABILITIES EXCLUDED AND
        ----------------------------------------------------------------
                                    ASSUMED
                                    -------


1.1 Franchise Assets. At the Closing (as defined in Section 7.01), subject to
the terms and conditions of this Agreement, Sellers shall sell, assign, convey,
transfer, and deliver to Enterprises, and Enterprises shall purchase, accept and
acquire from Sellers, the Franchise Assets (as defined below): The "Franchise
Assets" shall consist collectively of all right, title and interest of Sellers
in and to: (i) all licenses and contract rights incident thereto in connection
with the Bottling Authorizations (as defined in Section 3.02(a)) listed in
Disclosure Schedules 3.02(a) and (b); and (ii) all licenses and contract rights
incident thereto in connection with the License Agreements (as defined in
Section 3.02(c)) listed on Disclosure Schedule 3.02(c). Excluded Assets.
Notwithstanding anything contained herein to the contrary, it is understood that
all assets of Sellers other than the Franchise Assets are specifically excluded
from transfer to Enterprises, including but not limited to: cash, cash
equivalents, accounts receivable, bank accounts, partnership interests,
marketable or other securities, commercial paper, all minute books, and all
corporate, partnership, financial and income tax records not specifically
included in the Franchise Assets (all such assets being hereinafter referred to
collectively as the "Excluded Assets").

1.1 Excluded Liabilities.

1.2
(a) Except with respect to the Assumed Liabilities described in Section 1.04
hereof, or as otherwise expressly indicated elsewhere in this Agreement,
Enterprises shall not assume, nor shall it agree to pay, perform or discharge
any liability or obligation of any kind or nature whatsoever of Sellers
(collectively, the "Excluded Liabilities"), including, without limitation,
<PAGE>


(i) any liability for indebtedness of any Seller evidenced by bonds, debentures,
notes or similar instruments or for the deferred purchase price of property;

(i) any liability to pay any Taxes of any Seller, regardless of whether the
liability for such Taxes exists now or in the future, or in connection with the
consummation of the transactions contemplated hereby or otherwise;

(i) any liability to pay the Taxes of any other person or entity (other than
Sellers) because any Seller was a member of an affiliated group under Section
1504(a) of the Internal Revenue Code of 1986, as amended ("IRC") or any similar
state tax provision;

(i) any liability or obligation with respect to the Excluded Assets;

(i) any obligation to indemnify any person by reason of the fact that such
person was a director, officer, employee or agent of any Seller or was serving
at the request of any Seller as a partner, trustee, director, officer, employee
or agent of another entity;

(i) any liability (1) in the event of any claims brought by employees or former
employees of any Seller claiming employment discrimination under state or
federal law, or (2) from any labor disputes between any Seller and the labor
unions representing its employees, including without limitation strikes or
picketing, wherever they may occur;

(i) any liability with respect to any employment, collective bargaining or
consulting contract, or deferred compensation, profit-sharing, pension, bonus,
stock option, stock purchase or any other fringe benefit or compensation
contract, commitment, arrangement or plan (whether written or oral) including
each welfare plan (as defined in Section 3(1) of the Employee Retirement
Security Act of 1974, as amended ("ERISA")), which any Seller has established
or maintained or in which any Seller has had an obligation to make contributions
or to pay benefits, for the benefit of persons who are, were, or will become in
accordance with the terms of the plan, active employees, former employees,
retirees, directors or independent contractors (or their descendants, spouses or
beneficiaries) of any Seller or their predecessors in interest or any employer
that would constitute an "ERISA Affiliate", which term will refer to all
employers that by reason of common control are treated together with any Seller
as a single employer within the meaning of IRC section 414;

(i) any liability for payments to employees of any Seller under the Worker
Adjustment and Retraining Notification Act (the "WARN Act") or the Family and
Medical Leave Act of 1993;

                                       2
<PAGE>

(i) any liability for offering and providing COBRA continuation coverage prior
to the Closing Date to any qualified beneficiary who is covered by a group
health plan (where, for the purposes of this subsection 1.03(a)(ix), the terms
"continuation coverage," "qualified beneficiary" and " group health plan" have
the meanings given such terms under IRC section 4980B and ERISA section 601 et
seq.);

(i) any liability arising on or before the Closing Date for commitments relating
to the employment, relocation or termination of any employees of any Seller
including, without limitation, accrued salary or severance pay;

(i) any liability for Sellers' costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby;

(i) any liability or obligation of Sellers arising or incurred after the
Closing;

(i) any liability or obligation arising under the Franchise Assets on or prior
to the Closing Date; and

(i) any liability of any Seller that becomes a liability of Enterprises under
any common law doctrine of de facto merger or successor liability, or otherwise
by operation of law).

(a) Sellers shall remain liable for, and shall discharge to the extent properly
due and payable, all of the Excluded Liabilities with respect to which failure
to so discharge would adversely affect Enterprises.

1.1 Assumed Liabilities.

1.2
(a) At the Closing, Enterprises shall assume only the liabilities and
obligations of the Sellers under the Franchise Assets arising on or after the
Closing Date (the "Assumed Liabilities").

(a) Enterprises shall be liable for, and shall discharge, when due, all of the
Assumed Liabilities.
(b)
(c) Except as expressly set forth in this Section 1.04, Enterprises shall not
assume or in any way be liable for any obligation or liability of any Seller,
whether known or unknown, fixed or contingent, or incurred before or after the
Closing.
(d)
(e)

                                       3
<PAGE>

                                   2 ARTICLE

                               THE PURCHASE PRICE
                               ------------------

1.1 Purchase Price. The purchase price for the Franchise Assets shall be
$18,513,023 (the "Franchise Purchase Price"), paid at the Closing by wire
transfer to the bank accounts set forth on Exhibit 2.01.
1.2
1.3 Allocation of Purchase Price. The Franchise Purchase Price shall be
allocated for federal and state tax purposes in the manner specified in Exhibit
2.02 with such adjustments as may be mutually agreeable to Enterprises and
Sellers. Each of the parties to this Agreement (a) acknowledges that such
allocation complies with the requirements of Section 1060 of the IRC and the
regulations promulgated thereunder and (b) shall file Form 8594 with its United
States Federal Income Tax Return and any related or analogous filings required
under any state laws, or otherwise, consistent with such allocation, for the tax
year in which the Closing occurs.
1.4
1.5
1.6
1.7
1.8
1.9
1.10

                                   2 ARTICLE

                REPRESENTATIONS AND WARRANTIES CONCERNINGSELLERS
                ------------------------------------------------

                  As an inducement to the execution of this Agreement by
Enterprises and the consummation of the transactions contemplated hereunder,
Sellers, jointly and severally, hereby represent and warrant to Enterprises as
follows as of the date of this Agreement and as of the Closing Date:

1.1 Organization and Authorization.

1.2
(a) Sellers are corporations duly organized, validly existing and in good
standing under the laws of the State of Delaware. Each Seller is an indirect
wholly owned subsidiary of Coca-Cola Bottling Co. Consolidated, a Delaware
corporation ("Consolidated"). Each Seller was incorporated under Delaware law on
November 23, 1993 and since that date neither Seller has engaged in any merger,
consolidation, share exchange or other combination with any entity. The sole
purpose of each Seller is now and has always been to hold the Bottling
Authorizations and to license and grant interests therein to corporate
affiliates of Consolidated pursuant to the License Agreements. Neither Seller
has conducted any other business.
(b)

(c) Each Seller has the full corporate power and authority to enter into this
Agreement and all other agreements, documents and certificates contemplated or
required of it hereby (collectively, the "Seller Documents") and to consummate
the transactions contemplated

                                       4
<PAGE>

under this Agreement and the Seller Documents. The execution and delivery of
this Agreement and each Seller Document by Sellers and the consummation by each
Seller of the transactions contemplated hereby and thereby have been duly
approved by Sellers, and no corporate or other action on the part of any Seller
or their shareholders is necessary to approve and authorize the execution and
delivery of this Agreement and each Seller Document or the consummation of the
transactions contemplated hereby or thereby. This Agreement and each Seller
Document have been duly and validly executed and delivered by each Seller and
constitute the valid and binding agreements of Sellers, enforceable against them
in accordance with their respective terms.
(d)
(e) The execution and delivery of this Agreement and each Seller Document by
Sellers and the consummation by Sellers of the transactions contemplated by this
Agreement and the Seller Documents will not:
(f)

         (i) violate or conflict with any provision of the certificates of
         incorporation or bylaws of any Seller;

         (i) breach, violate or constitute an event of default (or an event that
         with the lapse of time, or the giving of notice, or both, would
         constitute an event of default) under or give rise to any right of
         termination, cancellation, modification or acceleration under, any
         note, bond, indenture mortgage, security agreement, lease, license,
         franchise (excluding the Bottling Authorizations) collective bargaining
         agreement or any other material agreement, instrument or obligation to
         which any Seller is a party, or by which any Seller or any of their
         properties or assets are bound;

         (i) result in the creation of any lien, claim or encumbrance or other
         right of any third party of any kind whatsoever upon the Franchise
         Assets pursuant to the terms of any such instrument or obligation;

         (i) violate or conflict with any Order or Law, where:

                                            (A) "Order" means any award,
                  decision, injunction, judgment, order, ruling, subpoena or
                  verdict entered, issued or made or rendered by any
                  Governmental Authority or arbitrator;

                                            (B) "Law" means any law, ordinance,
                  principle of common law, regulation, statute or treaty,
                  whether federal, state, local, municipal, foreign,
                  international or multinational; and

                                            (C) "Governmental Authority" means
                  any court, tribunal or panel, and any government, government
                  agency, authority or regulatory body, whether federal, state,
                  local, municipal, foreign, international or multinational;

                                       5
<PAGE>

                                            (v) require, on the part of any
                  Seller, any filing or registration with, or permit, license,
                  exemption, consent, authorization or approval of, or the
                  giving of any notice to, any Governmental Authority, except
                  for the premerger notification requirements of the
                  Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
                  amended (the "HSR Act") and such filings, registrations,
                  permits, licenses, consents, authorizations or approvals
                  which, if not made or obtained, as the case may be, would not,
                  in the aggregate, have a material adverse effect on the
                  business, operations, properties, assets, financial condition,
                  results of operations or prospects of any Seller taken as a
                  whole.

1.1 Bottling Authorizations.
1.2
(a) To Sellers' knowledge, Sellers have in effect all authorizations from
concentrate franchise companies to bottle, distribute and sell soft drink and
other nonalcoholic beverage products of The Coca-Cola Company that are necessary
for Sellers to conduct their respective businesses within the portions of the
states of Ohio and Kentucky in which such distributions are made pursuant to the
Master Bottle Contract between The Coca-Cola Company, a Delaware corporation
("The Coca-Cola Company") and Coca-Cola Bottling Works of Charleston, Inc.,
dated December 31, 1986; the Master Bottle Contract between The Coca-Cola
Company and Coca-Cola Bottling Works of Charleston, Inc. (Huntington, WV
Territory), dated December 31, 1986; and the Master Bottle Contract between The
Coca-Cola Company and Lonesome Pine Coca-Cola Bottling Company dated January 27,
1989 (collectively, the "Territory"). As further clarification, the Territory's
boundary will follow the Ohio and Kentucky state lines as they border the states
of Virginia and West Virginia. All such authorizations within the Territory (the
"Bottling Authorizations") are listed in Disclosure Schedule 3.02(a).

(a) All Bottling Authorizations giving Sellers the temporary right to sell soft
drinks and other nonalcoholic beverage products in any portion of the Territory
that is within the territory of another bottler that is not an affiliate of
Consolidated are specifically identified in Disclosure Schedule 3.02(b).
(b)
(c) Sellers have made no assignment of any right or interest in the Bottling
Authorizations other than to CCBCWV and CCBCR pursuant to the license agreements
(the "License Agreements") which are listed on Disclosure Schedule 3.02(c).

1.1 Taxes.
1.2
(a) All Taxes, deposits or other payments or withholdings for which any Seller
has any liability under any Law through the date of this Agreement and at the
Closing Date (whether or not shown on any Return) have either been paid in full,
or will be paid on or before the date that such Taxes are due to be paid
(including any extensions thereof).

                                       6
<PAGE>

(a) All Returns of any Seller that are due to have been filed in accordance with
any Law have been filed, and all such Returns are correct and complete in all
material respects.
(b)
(c) For purposes of this Agreement:
(d)

         (i) "Taxes" means all taxes, assessments, charges, duties, fees,
         levies or other governmental charges, including federal, state, city,
         county, parish, foreign or other income, franchise, capital stock, real
         property, personal property, tangible, withholding, social security (or
         similar), unemployment compensation, disability, environmental
         (including taxes under section 59A of the IRC), transfer, sales, soft
         drink, use, excise, gross receipts, alternative or add-on-minimum,
         estimated and all other taxes of any kind for which any Seller may have
         any liability imposed by any Governmental Authority (including
         interest, penalties or additions associated therewith), and including
         any transferee or secondary liability in respect of any tax (whether
         imposed by law, contractual agreement or otherwise) and any liability
         in respect of any tax as a result of being a member of any affiliated,
         consolidated, combined, unitary or similar group and shall include all
         liabilities of any Seller under any unclaimed property Law applicable
         to such Seller; and

         (i) "Returns" means all returns, declarations, reports, statements,
         claims for refunds, estimated returns or reports, and other documents
         required to be filed in respect of Taxes, including any amendments or
         supplements to any of the foregoing.

1.1 Judgments, etc..  There are no judgments, orders, injunctions, decrees,
stipulations or awards (whether rendered by a court, administrative agency, or
by arbitration, pursuant to a grievance or other procedure) affecting the
Franchise Assets or Sellers' operations that are, or will become upon
consummation of the transactions contemplated by this Agreement, binding upon
Enterprises, or will create a lien or any other encumbrance on the Franchise
Assets.
1.2
1.3 No Other Consolidated Affiliates within the Territory. Except for Sellers,
The Coca-Cola Bottling Company of West Virginia, Inc. and Coca-Cola Bottling
Company of Roanoke, Inc., no affiliate of Consolidated owns any asset or is a
party to any contract relating to the operating of any business in the Territory
other than the Metrolina Bottling Company, the affiliate of Consolidated that
owns the Bottling Authorizations for Seagram in the Territory.
1.4
1.5 Copies. True and correct copies of the Disclosure Schedules are attached
hereto and incorporated herein by reference and true and correct copies of all
documents referred to therein have been made available to or delivered to
Enterprises.
1.6

                                       7
<PAGE>

                                   2 ARTICLE

                 REPRESENTATIONS AND WARRANTIES OF ENTERPRISES
                 ---------------------------------------------

                  As an inducement to the execution of this Agreement by Sellers
and the consummation of the transactions contemplated hereunder Enterprises
hereby represents and warrants to Sellers as follows as of the date of this
Agreement and as of the Closing Date:

1.1 Organization and Authorization. Enterprises is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.
1.2 Authorization of the Transaction. Enterprises has the full corporate power
and authority to enter into this Agreement and all other agreements, documents
and certificates contemplated or required of it hereby (collectively, the "Buyer
Documents") and to consummate the transactions contemplated under this Agreement
and the Buyer Documents. The execution and delivery by Enterprises of this
Agreement and each of the Buyer Documents and the consummation by Enterprises of
the transactions contemplated hereby and thereby have been duly approved by the
board of directors of Enterprises, and no other corporate action on the part of
Enterprises is necessary to approve and authorize the execution and delivery of
this Agreement and each of the Buyer Documents or to consummate the transactions
contemplated under this Agreement and the Buyer Documents. This Agreement and
each of the Buyer Documents have been duly and validly executed and delivered by
Enterprises and constitute the valid and binding agreements of Enterprises,
enforceable against Enterprises in accordance with their respective terms.
1.3
1.4 Non-contravention. The execution and delivery of this Agreement and each of
the Buyer Documents by Enterprises and the consummation by Enterprises of the
transactions contemplated hereby and thereby will not:
1.5
(a) violate or conflict with any provision of the certificate of incorporation
or bylaws of Enterprises;
(b)
(c) breach, violate or constitute an event of default (or an event which with
the lapse of time or the giving of notice, or both, would constitute an event of
default) under, or give rise to any right of termination, cancellation,
modification or acceleration under, any note, bond, indenture, mortgage,
security agreement, lease, license franchise or other material agreement,
instrument or obligation to which Enterprises is a party, or by which
Enterprises or any of its properties or assets is bound;
(d)
(e) result in the creation of any lien, claim or encumbrance or other right of
any third party of any kind whatsoever upon the properties or assets of
Enterprises pursuant to the terms of any such instrument or obligation;
(f)
(g) violate or conflict with any Order or Law;
(h)

                                       8
<PAGE>

(i) (except for anything that would be a breach of the representations in the
foregoing clauses (b), (c) and (d), but would not, individually or in the
aggregate, have a material adverse effect on the operations, properties, assets,
financial condition, results of operations or prospects of Enterprises); or
(j)
(k) require, on the part of Enterprises, any filing or registration with, or
permit, license, exemption, consent, authorization or approval of, or the giving
of any notice to, any Governmental Authority except for the premerger
notification requirements of the HSR Act and such filings, registrations,
permits, licenses, consents, authorizations or approvals which, if not made or
obtained, as the case may be, would not, in the aggregate, have a material
adverse effect on the business, operations, properties, assets, financial
condition, results of operations or prospects of Enterprises.
(l)
(m)

                                   2 ARTICLE

                                OTHER AGREEMENTS
                                ----------------

1.1 Expenses. Except as may be otherwise provided herein, each party hereto
shall pay all costs and expenses incurred by such party or on such party's
behalf in connection with this Agreement and the transactions contemplated
hereby.

1.1 Brokerage Commissions. Sellers and Enterprises hereby represent and warrant
for the benefit of the other parties that no person, firm, corporation or other
entity is entitled to any brokerage commission or finder's fee in connection
with any of the transactions contemplated by this Agreement.
1.2
1.3 Access. For the purpose of conducting, at Enterprises' expense, a
financial, business, and legal due diligence review of the Sellers, Sellers
agree that until the Closing or earlier termination of this Agreement they shall
(a) provide Enterprises with such information as Enterprises may from time to
time reasonably request with respect to them and the transactions contemplated
by this Agreement; (b) provide Enterprises and its officers, counsel and other
authorized representatives access during regular business hours to their
facilities, books, records (financial and other), officers, employees,
accountants (and the accounting work papers), lawyers and consultants, as
Enterprises may from time to time reasonably request; and (c) permit Enterprises
to make such investigation thereof as Enterprises may reasonably request.
1.4
1.5 Other Offers. So long as this Agreement shall not have been terminated,
neither Seller shall solicit or entertain any offer for, or sell or agree to
sell, or participate in any business combination with respect to the Franchise
Assets.
1.6
1.7 Transfer Taxes. To the extent reasonably requested by a party to this
Agreement, each of the parties will use its reasonable, good faith efforts
legally to minimize any sales, use and/or transfer Taxes associated with the
transactions contemplated by this Agreement; provided,

                                       9
<PAGE>

however, that this shall not require any party (a) to take actions requiring the
expenditure of money without reimbursement from the requesting party or
incurrence of additional Taxes that are not sales, use and/or transfer Taxes; or
(b) to take a position on a Return inconsistent with positions taken on other
Returns of such party.

                                   2 ARTICLE

                                INDEMNIFICATION
                                ---------------

1.1 Certain Definitions. As used in this Agreement:
1.2
(a) "Buyer's Protected Parties" means Enterprises and its affiliated companies,
and the successors or assigns, officers, directors, employees and agents of the
foregoing.

(a) "Claim" or "Claims" means a claim for Losses asserted by an Indemnified
Party under this Article VI.
(b)
(c) "Sellers' Protected Parties" means WVBC, ROBC, and their affiliated
companies, and the successors or assigns, officers, directors, employees and
agents of the foregoing.
(d)
(e) "Finally Resolved" means that the amount due to the Buyer's Protected
Parties or Sellers' Protected Parties, as the case may be, has been finally
determined under the provisions of Section 6.05, or by agreement of the parties,
or by the decision of a court of competent jurisdiction from which there is no
further appeal.
(f)
(g) "Indemnified Party" means any party entitled to receive indemnification
under this Article VI.
(h)
(i) "Indemnifying Party" means any party required to provide indemnification
under this Article VI.
(j)
(k) "Loss or Losses" means claims, losses, liabilities, damages, costs
(including court costs) and expenses (including the reasonable fees of
attorneys). Any Losses shall be computed net of any insurance proceeds or other
recovery received from any third party by any Indemnified Party in respect of or
as a result of such Loss or the facts or circumstances relating thereto.
(l)
1.2 Indemnification of Buyer's Protected Parties. Sellers shall indemnify
Buyer's Protected Parties for the amount of any Losses suffered or incurred by
any of Buyer's Protected Parties arising out of or with respect to:
1.3
(a) any breach or inaccuracy of any representation or warranty contained in
Article III or in the closing certificate delivered pursuant to Section 7.05(a);

                                       10
<PAGE>

(b)

(c) any breach of or noncompliance by Sellers with any covenant or agreement
made by Sellers in this Agreement or in any document signed on behalf of any
Seller and delivered on its behalf at the Closing; and
(d)
(e) any Excluded Liability;
(f)
(g) 6.03 Indemnification of Sellers' Protected Parties. Enterprises shall
indemnify Sellers' Protected Parties for the amount of any Losses suffered or
incurred by any of Sellers' Protected Parties arising out of or with respect to:
(h)
(i) (a) any breach or inaccuracy of any representation or warranty contained in
Article IV or in the closing certificate delivered pursuant to Section 7.06(a);
(j)
(k) (b) any breach of or noncompliance by Enterprises with any covenant or
agreement made by Enterprises in this Agreement or in any document signed on
behalf of Enterprises and delivered on its behalf at the Closing; and
(l)
(m) (c) any failure of Enterprises to perform and discharge in full, in a due
and timely manner, the Assumed Liabilities.

                  6.04 Limitations.

                           (a) The maximum amount of Losses which may be
recovered in the aggregate under Section 6.02 or Section 6.03 hereof and under
Article VI of the Concurrent Agreement (as defined in Section 7.01) shall not
exceed the sum of the Franchise Purchase Price and the Asset Purchase Price (as
defined in the Concurrent Agreement), provided, however, that the maximum amount
of Losses which may be recovered in aggregate under Section 6.02 or Section 6.03
hereof and under Article VI of the Concurrent Agreement, with respect to Claims
first asserted after the second anniversary of the Closing Date, shall not
exceed the sum of all claims outstanding on such second anniversary and $10
million.

                           (b) No Claim may be asserted under Section 6.02 or
Section 6.03 until the aggregate of the Losses claimed hereunder and under the
Concurrent Agreement first exceeds $250,000 (the "Deductible"), and thereafter
only to the extent of the excess; subsequent Claims may be asserted
dollar-for-dollar. Provided however, that the Deductible shall not apply to (i)
a single Claim equal to or exceeding $250,000 or a group of Related Claims equal
to or exceeding $250,000; and (ii) any Claim asserted under Section 6.02(c). For
purposes hereof, "Related Claims" shall mean claims arising from a breach of an
individual representation or warranty that arose contemporaneously, or from the
same transaction, occurrence or condition. By way of example, a shortage of 100
items of inventory on the Closing Date, even if submitted as 100 Claims, would
be deemed Related Claims.

                           (c) The representations and warranties contained in
this Agreement shall survive the Closing notwithstanding any investigation or
examination of Sellers and

                                       11
<PAGE>

Enterprises. Claims under Section 6.02 or Section 6.03 may be asserted only
prior to the second anniversary of the Closing Date, except that Claims based on
Section 3.03 ("Taxes") may be asserted any time prior to the 90th day following
the expiration of the applicable statute of limitations.

                  6.05 Procedure for Claims.

                           (a) Claims must be asserted as promptly as
practicable and within the periods allowed by Section 6.04(c). Each notice of a
Claim must be given as provided in Section 9.02 of this Agreement, set forth in
reasonable detail the basis for the Claim, and cite the section of this
Agreement under which the Claim arises.

                           (b) Within 60 days after the receipt of a Claim, the
Indemnifying Party must give the Indemnified Party notice that it either agrees
with the Claim or disputes it. If the Indemnifying Party objects to the Claim,
the parties shall negotiate in good faith to determine the amount, if any, of
the Loss. If no resolution of the Claim has occurred within 180 days after the
receipt of the Claim, then the parties shall submit the dispute to mediation
with a mutually agreeable mediator. If no resolution of the Claim has occurred
within 250 days following receipt of the Claim, either party may institute
proceedings in a court of competent jurisdiction to resolve the Claim.

                  6.06 Source of Recovery; Payment of Claims. When a Claim has
been Finally Resolved under this Article VI, if the Indemnifying Party shall not
have paid such Claim within 30 days of the date such Claim has been Finally
Resolved, the Indemnifying Party shall pay to the Indemnified Party an amount
equal to such Claim plus 7% annual interest accruing from the date such Claim is
Finally Resolved.

                  6.07 Third Party Action. When a Claim arises out of the claim
of a third party (the "Third Party Action"), including any audit or liability
for sales, use and transfer Taxes or other Taxes arising out of the consummation
of the transactions contemplated hereby (while any notice or audit relating to
Taxes shall be delivered promptly to the Indemnifying Party, such notice or
audit shall, while constituting a Claim, not be subject to the 180 and 250 time
limitations set forth in Section 6.05(b) until an assessment has been issued by
the third party), then the party receiving notice of the Claim shall promptly
provide notice to the other parties, and the Indemnifying Party may, at its
expense, assume the defense thereof by prompt written notice to the Indemnified
Party. If the Indemnifying Party cannot or does not elect this option, the
Indemnified Party shall defend or settle the Third Party Action. Where the
Indemnifying Party has undertaken to defend the Third Party Action, (1) the
Indemnified Party may participate, at its own expense, in any and all
proceedings related to the Third Party Action and shall be entitled to receive
copies of all notices and pleadings or other submissions in any judiciary or
regulatory proceeding; and (2) there shall be no settlement requiring any action
on the part of the Indemnified Party, other than payment of the settlement
payment, without the consent of the Indemnified Party, which shall not be
unreasonably withheld. All parties to this Agreement shall cooperate in the
defense of Third Party Actions and shall furnish such records, information and

                                       12
<PAGE>

testimony, and shall attend such conferences, discovery proceedings, hearings,
trials and appeals, as may be reasonably requested in connection therewith.

                  6.08 Duty to Mitigate. Notwithstanding anything in this
Article VI, the Indemnified Party shall have a duty to make commercially
reasonable efforts to mitigate Losses asserted hereunder.

                  6.09 Exclusive Remedy. Except for common law fraud, the
indemnification provisions of this Article VI shall be the exclusive remedy
following the Closing for any claim related to the transactions contemplated
hereby, including without limitation, any breaches or alleged breaches of any
representation, warranty or failure to fulfill any covenants or agreement
contained herein.

                                   1 ARTICLE

                                  THE CLOSING
                                  -----------

1.1 Time, Date and Place of Closing. The payments and deliveries contemplated by
this Agreement to be made at the Closing shall be made concurrently with the
closing of the transactions contemplated by the Asset Acquisition Agreement of
even date herewith by and between The Coca-Cola Bottling Company of West
Virginia, Inc., Coca-Cola Bottling Company of Roanoke, Inc., and Enterprises
(the "Concurrent Agreement"). The date on which the last of such payments and
deliveries occurs is hereinafter referred to as the "Closing Date," and the
events comprising such payments and deliveries are hereinafter collectively
referred to as the "Closing." The effective time of the Closing shall be at
11:59 p.m., Pikeville, Kentucky time, on September 29, 2000.

1.1 Events Comprising the Closing. The Closing shall not be deemed to have
occurred unless and until the Franchise Purchase Price has been paid and all
other documents set forth herein have been delivered, and none of these items
shall have been deemed to be paid and delivered unless and until all of them
have been paid and delivered.
1.2
1.3 Conditions to Obligations of Enterprises. The obligations of Enterprises to
make the deliveries and payments under this Article VII and to close this
transaction are subject to the fulfillment prior to or at the Closing Date of
each of the following conditions, any one or more of which may be waived by
Enterprises:
1.4
(a) The representations and warranties contained in Article III hereof shall be
true in all material respects as of the date when made and as of the Closing
Date as if made on such date.
(b) Sellers shall have performed and complied in all material respects with all
agreements and conditions required by this Agreement to be performed or complied
with by them prior to or at the Closing Date.
(c)

                                       13
<PAGE>

(d) No Governmental Authority with competent jurisdiction over the subject
matter hereof shall have instituted any action, suit or proceeding or given
notice of its intentions to do so, which in the reasonable opinion of
Enterprises and its counsel has a material and adverse effect on the
transactions contemplated by this Agreement.
(e)
(f) Enterprises shall have received (1) commitments from The Coca-Cola Company
that it will consent to the transactions contemplated hereby and the assignment
of the Bottling Authorizations and the License Agreements and shall have
provided documentation with respect to the same reasonably satisfactory to
Enterprises, and (2) any other consents set forth on Disclosure Schedule 7.03(d)
hereto.
(g)
(h) Any governmental approvals legally required for the consummation of the
transaction that are set forth on Disclosure Schedule 7.03(e) shall have been
obtained, and all applicable waiting periods pursuant to the HSR Act shall have
expired or been terminated.
(i)
(j) All agreements, certificates and other documents delivered by Sellers to
Enterprises hereunder shall be in form and substance reasonably satisfactory to
Enterprises.
(k)
(l) Certified copies of the resolutions of the board of directors and the
shareholders (if required) of each Seller, and the Executive Committee of the
board of directors of Consolidated, authorizing the execution and delivery of
this Agreement and the consummation of the transactions herein contemplated
shall have been delivered to Enterprises.
(m)
(n) (h) The transactions contemplated by the Concurrent Agreement are
simultaneously consummated.
(o)
1.5 Conditions to Obligations of Sellers. The obligations of Sellers to make the
deliveries under this Article VII and to close this transaction are subject to
the fulfillment prior to or at the Closing Date of each of the following
conditions, any one or more of which may be waived by Sellers:
1.6
(a) The representations and warranties of Enterprises in Article IV hereof shall
be true in all material respects as of the date when made and as of the Closing
Date as if made on such date;
(b)
(c) Enterprises shall have performed and complied with in all material respects
all agreements and conditions required by this Agreement to be performed or
complied with by it prior to or at the Closing Date;
(d)
(e) No Governmental Authority with competent jurisdiction over the subject
matter hereof shall have instituted any action, suit or proceeding or given
notice of its intentions to do so, which in the reasonable opinion of Sellers
and their counsel has a material and adverse effect on the transactions
contemplated by this Agreement;
(f)

                                       14
<PAGE>

(g) The Coca-Cola Company shall have consented to the transactions contemplated
hereby and to the assignment of the Bottling Authorizations and the License
Agreements and shall have provided documentation with respect to the same
reasonably satisfactory to Sellers;
(h)
(i) All governmental approvals legally required for the consummation of the
transaction that have been set forth on Disclosure Schedule 7.03(e) shall have
been obtained, and all applicable waiting periods pursuant to the HSR Act shall
have expired or been terminated; and
(j)
(k) All agreements, certificates and other documents delivered by Enterprises to
Sellers hereunder shall be in form and substance reasonably satisfactory to
Sellers.
(l)
1.7 Deliveries by Sellers at the Closing. Delivery by Sellers of the following
at the Closing shall be a condition to the obligations of Enterprises under this
Agreement:
1.8
(a) A certificate dated the Closing Date executed by an officer of each Seller
certifying that (i) the representations and warranties of Sellers hereunder are
true and correct in all material respects on the Closing Date as if made on and
as of such date, (ii) the Sellers have performed and complied in all material
respects with all agreements, covenants, and conditions required by this
Agreement to be performed or complied with by it prior to or at the Closing, and
(iii) the applicable conditions precedent to the obligations of Sellers
hereunder have been fulfilled or waived;
(b)
(c) Opinion of counsel to Sellers, dated the Closing Date, in the form of
Exhibit 7.05(b);
(d)
(e) Certified copies of the resolutions of the board of directors and the
shareholders (if required) of each Seller, and the Executive Committee of the
board of directors of Consolidated, authorizing the execution and delivery of
this Agreement and the consummation of the transactions herein contemplated; and
(f)
(g) A bill of sale or similar assignment document in the form of Exhibit
7.05(d), executed by Sellers.
1.9 Deliveries by Enterprises at the Closing. Delivery by Enterprises of the
following at Closing shall be a condition to the obligations of Sellers under
this Agreement:
1.10
(a) A certificate dated the Closing Date executed by an officer of Enterprises
certifying that (i) the representations and warranties of Enterprises hereunder
are true and correct in all material respects on the Closing Date as if made on
and as of such date (ii) Enterprises has performed and complied in all material
respects with all agreements, covenants and conditions required by this
Agreement to be performed or complied with by it prior to or at the Closing, and
(iii) the applicable conditions precedent to the obligations of Enterprises
hereunder have been fulfilled or waived;

                                       15
<PAGE>

(b)

(c) Certified copies of the resolutions of the board of directors of Enterprises
authorizing the execution and delivery of this Agreement and the consummation of
the transactions herein contemplated;
(d)
(e) Opinion of counsel to Enterprises, dated the Closing Date, in the form of
Exhibit 7.06(c); and
(f)
(g) The Franchise Purchase Price in accordance with Section 2.01.
(h)

                                   1 ARTICLE

                          TERMINATION AND ABANDONMENT
                          ---------------------------

1.1 Termination and Abandonment. This Agreement may be terminated at any time
and the transaction abandoned at any time prior to the Closing under the
following circumstances:

(a) The mutual written agreement of Sellers and Enterprises.
(b)
(c) By Sellers if the Closing has not occurred before December 31, 2000 because
all conditions to Sellers' obligations have not been satisfied or waived or
because Enterprises has not made all required deliveries, unless the Closing has
not occurred solely because of a Governmental Objection.
(d)
(e) By Enterprises if the Closing has not occurred before December 31, 2000
because all conditions to Enterprises' obligations have not been satisfied or
waived or because Sellers have not made all required deliveries, unless the
Closing has not occurred solely because of a Governmental Objection.
(f)
(g) Any party may terminate by written notice to the others if any action or
proceeding shall have been instituted before any Governmental Authority or, to
the knowledge of the party giving such notice, shall have been threatened
formally in writing by any Governmental Authority with requisite jurisdiction,
to restrain or prohibit the transactions contemplated by this Agreement or to
subject one or more of the parties or their directors or their officers to
liability on the grounds that it or they have breached any law or regulation or
otherwise acted improperly in connection with such transactions (a "
Governmental Objection"), and such action or proceeding shall not have been
dismissed or such written threat shall not have been withdrawn or rescinded
before December 31, 2000.
(h)
1.2 Rights and Obligations on Termination. If this Agreement is terminated and
abandoned as provided in this Article VIII, each party will, at the request of
another, return all documents, work papers and other material of the requesting
party, including all copies thereof,

                                       16
<PAGE>

relating to the transactions contemplated by this Agreement, whether so obtained
before or after the execution of this Agreement, to the party furnishing the
same, and all information received by any party to this Agreement with respect
to the business of any other party shall not at any time be used for the
advantage of, or disclosed to third parties by, such party to the detriment of
the party furnishing such information except as may be required by Law;
provided, however, that this shall not apply to any document, work paper,
material, or any other information which is a matter published in any
publication for public distribution or filed as public information with any
Governmental Authority or is otherwise in the public domain.
1.3
1.4

                                   2 ARTICLE

                            MISCELLANEOUS PROVISIONS
                            ------------------------

1.1 Good Faith; Further Assurances; Further Cooperation. The parties to this
Agreement shall in good faith undertake to perform their obligations under this
Agreement, to satisfy all conditions and to cause the transactions contemplated
by this Agreement to be carried out promptly in accordance with the terms of
this Agreement. Upon the execution of this Agreement and thereafter, the parties
hereto shall do such things as may be reasonably requested by the other parties
hereto in order more effectively to consummate or document the transactions
contemplated by this Agreement.

1.1 Notices. All notices, communications and deliveries under this Agreement
shall be made in writing, signed by the party making the same, shall specify the
Section of this Agreement pursuant to which it is given, and shall be deemed
given on the date delivered if delivered in person (or by recognized overnight
courier) or seven days after being mailed (with postage prepaid) if mailed
certified mail, return receipt requested. Such notice shall not be effective
unless copies are provided contemporaneously as specified below, but neither the
manner nor the time of giving notice to those to whom copies are to be given
shall control the date notice is given or received. The addresses and
requirements for copies are as follows:
1.2

               To Enterprises:

               Mr. John R. Alm
               President and Chief Operating Officer
               Coca-Cola Enterprises Inc.
               2500 Windy Ridge Parkway
               Atlanta, Georgia 30339
               [Post Office Box 723040]
               [Atlanta, Georgia 31139-0040]

                                       17
<PAGE>


                           Notices to Enterprises shall be
                           accompanied by a copy to:

                           Mr. E. Liston Bishop III
                           Miller & Martin LLP
                           1000 Volunteer Building
                           832 Georgia Avenue
                           Chattanooga, Tennessee  37402-2289

                                  * * * * * * *

                           To Sellers:

                           WVBC, Inc.
                           ROBC, Inc.
                           200 W. 9th Street
                           Wilmington, Delaware 19801
                           Attention:  Norman Shuman

                           Notices to Sellers shall be
                           accompanied by a copy to:

                           Kennedy Covington Lobdell & Hickman LLP
                           Bank of America Corporate Center
                           Suite 4200
                           100 North Tryon Street
                           Charlotte, North Carolina  28202-4006
                           Attention:  Sheila Wohl Chandonnet

or to such representative or to such other address as the parties hereto may
furnish to the other parties in writing. If notice is given pursuant to this
Section 9.02 of a permitted successor or assign of a party to this Agreement,
then notice shall be given as set forth above to such successor or assign of
such party.

1.1 Definition of Knowledge. As used in this Agreement, the term "to the
knowledge of Sellers" or any variations thereof shall mean the state of facts,
conditions or circumstances which is known or reasonably should have been known
to any director or officer of either Seller or to Christian J. Dominik.
1.2
1.3 Assignment. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, and their respective legal representatives,
heirs, successors and assigns. No assignment or transfer of rights and
obligations hereunder shall be made except with the prior written consent of the
parties hereto, except that Enterprises need not obtain Sellers' consent to
Enterprises' assignment of rights and delegation of obligations under this
Agreement to an

                                       18
<PAGE>

affiliated corporation of Enterprises (which, for purposes of this Agreement,
shall be limited to any of Enterprises' wholly owned subsidiaries) provided that
such subsidiary or affiliate expressly assumes such liabilities and obligations
and that Enterprises remains fully liable for its obligations hereunder.
1.4
1.5 Captions; Definitions. The titles or captions of articles, sections and
subsections contained in this Agreement are inserted only as a matter of
convenience and for reference and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any provision hereof and shall not
be considered in the interpretation or construction of this Agreement in any
proceeding. The parties agree to all definitions in the statement of parties to
this Agreement and in the other introductory language to this Agreement.
1.6
1.7 Controlling Law; Amendment; Waiver. This Agreement shall be construed in
accordance with and governed by the Laws of the State of Delaware, without
giving effect to the principles of conflicts of law thereof. No provision of
this Agreement or any related document shall be construed against or interpreted
to the disadvantage of any party hereto by any court or other governmental or
judicial authority by reason of such party's having or being deemed to have
structured or drafted such provision. This Agreement may not be altered or
amended except in writing signed by Enterprises and Sellers. The failure of any
party hereto at any time to require performance of any provisions hereof shall
in no manner affect the right to enforce the same. No waiver by any party hereto
of any condition, or of the breach of any term, provision, warranty,
representation, agreement or covenant contained in this Agreement, whether by
conduct or otherwise, in any one or more instances shall be deemed or construed
as a further or continuing waiver of any such condition or breach or a waiver of
any other condition or of the breach of any other term, provision, warranty,
representation, agreement or covenant herein contained.
1.8
1.9 No Third-Party Beneficiaries. With the exception of the parties to this
Agreement and each of their legal representatives, heirs, successors and
permitted assigns, there shall exist no right of any person to claim a
beneficial interest in this Agreement or any rights arising by virtue of this
Agreement.
1.10
1.11 Exhibits; Disclosure Schedule. All exhibits and the Disclosure Schedules
to this Agreement are hereby incorporated into and made a part of this Agreement
as if set out in full in the first place that reference is made thereto.
1.12
1.13 Counterparts; Entire Agreement. This Agreement may be executed by each
party upon a separate copy, and in such case one counterpart of this Agreement
shall consist of enough of such copies to reflect the signatures of all of the
parties to this Agreement. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement or the terms of this Agreement to
produce or account for more than one of such counterparts. This Agreement
together with all Disclosure Schedules and exhibits hereto, the Concurrent
Agreement and all other agreements and undertakings provided for hereunder shall
constitute the entire agreement of the parties and

                                       19
<PAGE>

supersedes any and all prior agreements, oral or written, with respect to the
subject matter contained herein. There are no other agreements, representations,
warranties or other understandings between the parties in connection with this
transaction which are not set forth in this Agreement or the Disclosure
Schedules and exhibits hereto.
1.14
1.15 Non-disclosure of Terms.
1.16
1.17 (a) Neither party, nor their affiliates may at any time prior to, on or
after the Closing Date, without the prior written approval of the other parties
hereto, which shall not be unreasonably withheld, disclose the Franchise
Purchase Price or any other economic term of this Agreement or the transactions
contemplated hereby to any third party, or issue any press release or make any
announcement relating to the subject matter of this Agreement or the
transactions contemplated hereby, other than as required by Law, including but
not limited to the Securities Act of 1933, as amended, other state or federal
securities Laws or in connection with compliance with the HSR Act.
1.18
1.19 (b) In the event that either party is ordered to make a disclosure by
virtue of a subpoena, civil investigative or discovery demand, criminal
investigative demand or similar order lawfully issued by a court of competent
jurisdiction, then such party shall promptly notify the other parties hereto and
cooperate with such parties to quash or otherwise limit the scope of such
disclosure.
1.20 9.11 Consent. Sellers hereby consent to the transactions contemplated by
the Concurrent Agreement.
1.21

                            [SIGNATURE PAGE FOLLOWS]


                                       20
<PAGE>

                  DULY EXECUTED by the parties hereto, under seal, as of the
date first above written.

                                 WVBC, INC.

                                 By: ____________________________________

                                 Title: __________________________________

                                 ROBC, INC.

                                 By: ___________________________________

                                 Title: _________________________________


                                 COCA-COLA ENTERPRISES INC.


                                 By:________________________________

                                 Title:_______________________________

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>GUARANTY AGREEMENT
<TEXT>



                                                                  EXECUTION COPY

                                    GUARANTY
                                    --------


                  THIS GUARANTY, dated as of September 29, 2000, is made by
COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation ("Guarantor"), in
favor of COCA-COLA ENTERPRISES INC., a Delaware corporation ("Enterprises").

                              W I T N E S S E T H:

                  WHEREAS, as of this date Enterprises has purchased from The
Coca-Cola Bottling Company of West Virginia, Inc. ("CCBCWV"), Coca-Cola Bottling
Company of Roanoke, Inc. ("CCBCR"), WVBC, Inc. ("WVBC"), and ROBC, Inc. ("ROBC")
(CCBCWV, CCBCR, WVBC, and ROBC are sometimes hereinafter individually referred
to as a "Seller" and collectively referred to as the "Sellers") certain assets
relating to the Sellers' businesses of distributing carbonated and
non-carbonated soft drinks and packaged water within portions of the States of
Ohio and Kentucky pursuant to that certain Asset Acquisition Agreement by and
among CCBCWV, CCBCR and Enterprises and that certain Franchise Acquisition
Agreement by and among WVBC, ROBC and Enterprises (the "Agreements");

                  WHEREAS, Guarantor directly or indirectly owns 100% of the
outstanding equity interests of each Seller and will derive direct and indirect
economic benefits from the transactions contemplated by the Agreements (the
"Transactions"); and

                  WHEREAS, in connection with the Transactions and as a
condition precedent thereto, Enterprises is requiring that Guarantor shall have
executed and delivered this Guaranty;

                  NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained, and to induce Enterprises to enter into the
Agreements, it is agreed as follows:

                                    ARTICLE I
                                    GUARANTY
                                    --------

                  1.01 Guaranty of Obligations of Sellers. Guarantor hereby
irrevocably and unconditionally guarantees the due and punctual performance by
each Seller of all of its covenants and obligations under the Agreements (the
"Obligations") including without limitation the due and punctual payment of any
Claims payable by the Sellers to Buyer's Protected Parties under the indemnity
provisions of each Agreement. Guarantor hereby waives every kind of notice
(including without limitation any notice required by N.C.G.S. ss. 26-7(a)),
technical requirement, possible irregularity and formality that might otherwise
be required or used or raised to release or diminish this Guaranty in any way or
to hinder Enterprises' collection in full from Guarantor -- including, but not
limited to, lack of enforceability of any obligation against any Seller,
acceptance and notice of acceptance of this Guaranty, demand, presentment,
protest and notice of protest and notice of nonpayment by any Seller. Guarantor
hereby consents to any and
<PAGE>

all extensions, renewals, modifications and releases of any obligations of any
Seller. No delay, failure, neglect, act or omission on Enterprises' part in
enforcing or not enforcing payment of any obligation of any Seller under the
Agreements, or any other rights against any Seller, shall diminish the liability
of Guarantor under this Guaranty. Enterprises shall not be obligated to marshal
assets, or to exhaust its recourse against any Seller, before being entitled to
payment in full from Guarantor under this Guaranty. Without limiting the
foregoing, Guarantor hereby waives any and all rights it may have pursuant to
Sections 26-7 through 26-9 of the North Carolina General Statutes.

                  1.02 Continuing Guaranty.

                  (a) Guarantor agrees that this Guaranty is a continuing
guaranty and shall remain in full force and effect until the payment and
performance in full of the Obligations.

                  (b) This Guaranty shall remain in full force and effect and
continue to be effective in the event any petition be filed by or against any
Seller or the Guarantor for liquidation or reorganization, in the event any
Seller or the Guarantor becomes insolvent or makes an assignment for the benefit
of creditors or in the event a receiver or trustee be appointed for all or any
significant part of Guarantor's or any Seller's assets, and shall continue to be
effective or be reinstated, as the case may be, if at any time payment and
performance of the Obligations, or any part thereof, is, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned
by Enterprises, whether as a "voidable preference", "fraudulent conveyance", or
otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Obligations shall be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

                  To induce Enterprises to enter into the Agreements, Guarantor
makes the following representations and warranties to Enterprises, each and all
of which shall survive the execution and delivery of this Guaranty:

                  2.01 Organization and Authorization.

(a) Guarantor is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.
(b)
(c) The execution, delivery and performance by Guarantor of this Guaranty are
within Guarantor's corporate powers, have been duly authorized by all necessary
corporate action and do not contravene (i) Guarantor's certificate of
incorporation or by-laws, or (ii) any

                                       2
<PAGE>

law, rule, regulation or contractual restriction in any material contract or any
other contract binding on or affecting Guarantor.
(d)
(e) No authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required for the due
execution, delivery and performance by Guarantor of this Guaranty.
(f)
(g) This Guaranty is a legal, valid and binding obligation of Guarantor
enforceable against Guarantor in accordance with its terms.
(h)
                                   ARTICLE III
                                  MISCELLANEOUS
                                  -------------

                  3.01 Good Faith; Further Assurances; Further Cooperation.
Guarantor shall in good faith undertake to perform its obligations under this
Guaranty, to satisfy all conditions and to cause the transactions contemplated
by this Guaranty to be carried out promptly in accordance with the terms of this
Guaranty. Upon the execution of this Guaranty and thereafter, Guarantor shall do
such things as may be reasonably requested by Enterprises in order more
effectively to consummate or document the transactions contemplated by this
Guaranty.

                  3.02 Assignment. This Guaranty shall bind the Guarantor and
shall inure to the benefit of Enterprises and its successors and permitted
assigns. The Guarantor may not assign this Guaranty.

                  3.03 Captions; Definitions. The titles or captions of
articles, sections and subsections contained in this Guaranty are inserted only
as a matter of convenience and for reference and in no way define, limit, extend
or describe the scope of this Guaranty or the intent of any provision hereof and
shall not be considered in the interpretation or construction of this Guaranty
in any proceeding. Capitalized terms used in this Guaranty have the meanings
assigned to them in the Agreements unless otherwise defined herein.

                  3.04 Controlling Law; Amendment; Waiver. This Guaranty shall
be construed in accordance with and governed by the Laws of the State of North
Carolina, without giving effect to the principles of conflicts of law thereof.
This Guaranty may not be altered or amended except in writing signed by
Enterprises and Guarantor. The failure of Enterprises at any time to require
performance of any provisions hereof shall in no manner affect the right to
enforce the same. No waiver by Enterprises of any condition, or of the breach of
any term, provision, warranty, representation, agreement or covenant contained
in this Guaranty, whether by conduct or otherwise, in any one or more instances
shall be deemed or construed as a further or continuing waiver of any such
condition or breach or a waiver of any other condition or of the breach of any
other term, provision, warranty, representation, agreement or covenant herein
contained.

                                       3
<PAGE>

                  3.05 No Third-Party Beneficiaries. With the exception of
Enterprises and Guarantor and each of their legal representatives, heirs,
successors and permitted assigns, there shall exist no right of any person to
claim a beneficial interest in this Guaranty or any rights arising by virtue of
this Guaranty.

                  3.06 Entire Agreement. This Guaranty together with the
Agreements and all other agreements and undertakings provided for hereunder or
thereunder shall constitute the entire agreement of Enterprises and Guarantor
and supersedes any and all prior agreements, oral or written, with respect to
the subject matter contained herein. There are no other agreements,
representations, warranties or other understandings between Enterprises and
Guarantor in connection with the Transactions and this Guaranty which are not
set forth in this Guaranty.


                            [SIGNATURE PAGE FOLLOWS]



                                       4
<PAGE>

                  IN WITNESS WHEREOF, Guarantor has executed and delivered this
Guaranty as of the date first above written.

                                       COCA-COLA BOTTLING CO. CONSOLIDATED

                                       By:________________________________

                                       Name:______________________________

                                       Title:______________________________


                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>FDS-COCA-COLA BOTTLING CO. CONSOLIDATED
<TEXT>

<TABLE> <S> <C>

<ARTICLE>                                  5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements as of and for the nine months ended October 1, 2000 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK>                                      0000317540
<NAME>                                     COCA-COLA BOTTLING CO. CONSOLIDATED
<MULTIPLIER>                               1,000
<CURRENCY>                                 US

<S>                             <C>
<PERIOD-TYPE>                              9-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-03-2000
<PERIOD-END>                               OCT-01-2000
<EXCHANGE-RATE>                            1
<CASH>                                          24,971
<SECURITIES>                                         0
<RECEIVABLES>                                   62,300
<ALLOWANCES>                                       813
<INVENTORY>                                     41,956
<CURRENT-ASSETS>                               158,142
<PP&E>                                         700,102
<DEPRECIATION>                                 262,891
<TOTAL-ASSETS>                               1,086,563
<CURRENT-LIABILITIES>                          130,425
<BONDS>                                        709,529
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
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<LOSS-PROVISION>                                     0
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<INCOME-PRETAX>                                 16,809
<INCOME-TAX>                                     6,051
<INCOME-CONTINUING>                             10,758
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<EPS-BASIC>                                       1.23
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</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
