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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950168-02-000491.txt : 20020415
<SEC-HEADER>0000950168-02-000491.hdr.sgml : 20020415
ACCESSION NUMBER:		0000950168-02-000491
CONFORMED SUBMISSION TYPE:	10-K405
PUBLIC DOCUMENT COUNT:		12
CONFORMED PERIOD OF REPORT:	20011230
FILED AS OF DATE:		20020326

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COCA COLA BOTTLING CO CONSOLIDATED /DE/
		CENTRAL INDEX KEY:			0000317540
		STANDARD INDUSTRIAL CLASSIFICATION:	BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086]
		IRS NUMBER:				560950585
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0103

	FILING VALUES:
		FORM TYPE:		10-K405
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-09286
		FILM NUMBER:		02586858

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

	MAIL ADDRESS:	
		STREET 1:		4100 COCA COLA PLZ
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28211
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>d10k405.txt
<DESCRIPTION>COCA COLA BOTTLING CO. CONSOLIDATED
<TEXT>
<PAGE>

================================================================================
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               -----------------

                                   FORM 10-K

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

                  For the fiscal year ended December 30, 2001
                         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              ( I.R.S.
                    jurisdiction         Employer Identification
                 of incorporation or              No.)
                    organization)

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

                                (704) 557-4400
             (Registrant's telephone number, including area code)

                               -----------------

Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:

                         Common Stock, $l.00 par value
                               (Title of Class)

   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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]

   State the aggregate market value of voting stock held by non-affiliates of
the Registrant.

<TABLE>
<CAPTION>
                                               Market Value as of March 8, 2002
                                               --------------------------------
 <S>                                           <C>
     Common Stock, $l.00 par value                       $191,130,092
     Class B Common Stock, $l.00 par value                    *
</TABLE>
- --------
*  No market exists for the shares of Class B Common Stock, which is neither
   registered under Section 12 of the Act nor subject to Section 15(d) of the
   Act. The Class B Common Stock is convertible into Common Stock on a
   share-for-share basis at the option of the holder.

   Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
                   Class                       Outstanding as of March 8, 2002
                   -----                       -------------------------------
 <S>                                           <C>
     Common Stock, $1.00 par value                        6,392,477
     Class B Common Stock, $1.00 par value                2,380,852
</TABLE>

                      Documents Incorporated by Reference

Portions of Proxy Statement to be filed pursuant to
  Section 14 of the Exchange Act with respect to the 2002
  Annual Meeting of Stockholders..........................Part III, Items 10-13

================================================================================

<PAGE>

                                    Part I

Item 1.  Business

  Introduction and Recent Developments

   Coca-Cola Bottling Co. Consolidated, a Delaware corporation (the "Company"),
produces, markets and distributes carbonated and noncarbonated beverages,
primarily products of The Coca-Cola Company, Atlanta, Georgia ("The Coca-Cola
Company"). The Company was incorporated in 1980 and its predecessors have been
in the soft drink manufacturing and distribution business since 1902.

   The Company has grown significantly since 1984. In 1984, net sales were
approximately $130 million. In 2001, net sales were approximately $1.02
billion. The Company's bottling territory was concentrated in North Carolina
prior to 1984. A series of acquisitions since 1984 has significantly expanded
the Company's bottling territory. The more significant transactions since 1993
were as follows:

  .  July 2, 1993--Formation of Piedmont Coca-Cola Bottling Partnership
     ("Piedmont"). Piedmont is a joint venture originally owned equally by the
     Company and The Coca-Cola Company through their respective subsidiaries.
     Piedmont distributes and markets soft drink products, primarily in parts
     of North Carolina and South Carolina. The Company sold and contributed
     certain territories to Piedmont upon formation. The Company currently
     provides part of the finished product requirements for Piedmont and
     receives a fee for managing the operations of Piedmont pursuant to a
     management agreement.

  .  June 1, 1994--The Company executed a management agreement with South
     Atlantic Canners, Inc. ("SAC"), a manufacturing cooperative located in
     Bishopville, South Carolina. The Company is a member of the cooperative
     and receives a fee for managing the day-to-day operations of SAC pursuant
     to a ten-year management agreement. SAC significantly expanded its
     operations by adding two PET (plastic) bottling lines in 1994. These
     bottling lines supply a portion of the Company's and Piedmont's volume
     requirements for finished product in PET containers.

  .  May 28, 1999--Acquisition of all the outstanding capital stock of Carolina
     Coca-Cola Bottling Company, Inc. which included bottling territory
     covering central South Carolina.

  .  September 29, 2000--Sale of bottling territory in Kentucky and Ohio. The
     bottling territory sold represented approximately 3% of the Company's
     annual sales volume.

  .  January 2, 2002--Purchase of an additional 4.651% interest in Piedmont
     from The Coca-Cola Company, increasing the Company's ownership in Piedmont
     to 54.651%. As a result of the increase in ownership, the results of
     operations, financial position and cash flows of Piedmont will be
     consolidated with those of the Company beginning in the first quarter of
     2002.

   These transactions, along with several smaller acquisitions of additional
bottling territories, have resulted in the Company becoming the second largest
Coca-Cola bottler in the United States. The Company considers acquisition
opportunities for additional territories on an ongoing basis. To achieve its
goals, further purchases and sales of bottling rights and entities possessing
such rights and other related transactions designed to facilitate such
purchases and sales may occur.

   The Coca-Cola Company currently owns an economic interest of approximately
28.3% and a voting interest of approximately 22.1% in the Company. J. Frank
Harrison, Jr., J. Frank Harrison, III and Reid M. Henson (as trustee of certain
trusts), J. Frank Harrison Family LLC and the Harrison Family Limited
Partnerships are parties to a Voting Agreement and Irrevocable Proxy with The
Coca-Cola Company pursuant to which, among other things, Mr. Harrison, III has
been granted an Irrevocable Proxy for life concerning the shares of Common
Stock and Class B Common Stock owned by The Coca-Cola Company.

                                      1

<PAGE>

  General

   In its soft drink operations, the Company holds Bottle Contracts and Allied
Bottle Contracts under which it produces and markets, in certain regions,
carbonated soft drink products of The Coca-Cola Company, including Coca-Cola
classic, caffeine free Coca-Cola classic, diet Coke, diet Coke with lemon,
caffeine free diet Coke, Cherry Coke, diet Cherry Coke, TAB, Sprite, diet
Sprite, Surge, Citra, Mello Yello, diet Mello Yello, Mello Yello Cherry, Mello
Yello Melon, Mr. PiBB, Fruitopia, Barq's Root Beer, diet Barq's Root Beer,
Fresca, Minute Maid orange and diet Minute Maid orange sodas.

   The Company also distributes and markets under Marketing and Distribution
Agreements POWERade, Dasani and Minute Maid Juices To Go in certain of its
markets. The Company produces and markets Dr Pepper in most of its regions. The
Company also distributes and markets various other products, including
Seagrams' products and Sundrop, in one or more of the Company's regions under
agreements with the companies that manufacture the concentrate for those
beverages. In addition, the Company also produces soft drinks for other
Coca-Cola bottlers.

   The Company's principal soft drink is Coca-Cola classic. During the last
three fiscal years, sales of products under the Coca-Cola trademark have
accounted for more than half of the Company's soft drink sales. In total, the
products of The Coca-Cola Company accounted for approximately 90% of the
Company's soft drink sales during 2001.

  Beverage Agreements

   The Company holds contracts with The Coca-Cola Company which entitle the
Company to produce and market The Coca-Cola Company's soft drinks in bottles,
cans and five gallon, pressurized, pre-mix containers. The Company is one of
many companies holding such contracts. The Coca-Cola Company is the sole owner
of the secret formulas pursuant to which the primary components (either
concentrates or syrups) of Coca-Cola trademark beverages and other trademark
beverages are manufactured. The concentrates, when mixed with water and
sweetener, produce syrup which, when mixed with carbonated water, produces the
soft drink known as "Coca-Cola classic" and other soft drinks of The Coca-Cola
Company which are manufactured and marketed by the Company. The Company also
purchases natural sweeteners from The Coca-Cola Company. No royalty or other
compensation is paid under the contracts with The Coca-Cola Company for the
Company's right to use in its territories the tradenames and trademarks, such
as "Coca-Cola classic" and their associated patents, copyrights, designs and
labels, all of which are owned by The Coca-Cola Company. The Company has
similar arrangements with Dr Pepper Company and other beverage companies.

   Bottle Contracts.  The Company is party to standard bottle contracts with
The Coca-Cola Company for each of its bottling territories (the "Bottle
Contracts") which provide that the Company will purchase its entire requirement
of concentrates and syrups for Coca-Cola classic, caffeine free Coca-Cola
classic, diet Coke, diet Coke with lemon, caffeine free diet Coke, Cherry Coke
and diet Cherry Coke (together, the "Coca-Cola Trademark Beverages") from The
Coca-Cola Company. The Company has the exclusive right to distribute Coca-Cola
Trademark Beverages for sale in its territories in authorized containers of the
nature currently used by the Company, which include cans and refillable and
nonrefillable bottles. The Coca-Cola Company may determine from time to time
what containers of this type to authorize for use by the Company.

   The price The Coca-Cola Company charges for syrup or concentrate under the
Bottle Contracts is set by The Coca-Cola Company from time to time. Except as
provided in the Supplementary Agreement described below, there are no
limitations on prices for concentrate or syrup. Consequently, the prices at
which the Company purchases concentrates and syrup under the Bottle Contracts
may vary materially from the prices it has paid during the periods covered by
the financial information included in this report.

                                      2

<PAGE>

   Under the Bottle Contracts, the Company is obligated to maintain such plant,
equipment, staff and distribution facilities as are required for the
manufacture, packaging and distribution of the Coca-Cola Trademark Beverages in
authorized containers, and in sufficient quantities to satisfy fully the demand
for these beverages in its territories; to undertake adequate quality control
measures and maintain sanitation standards prescribed by The Coca-Cola Company;
to develop, stimulate and satisfy fully the demand for Coca-Cola Trademark
Beverages and to use all approved means, and to spend such funds on advertising
and other forms of marketing, as may be reasonably required to meet that
objective; and to maintain such sound financial capacity as may be reasonably
necessary to assure performance by the Company and its affiliates of their
obligations to The Coca-Cola Company.

   The Bottle Contracts require the Company to submit to The Coca-Cola Company
each year its plans for marketing, management and advertising with respect to
the Coca-Cola Trademark Beverages for the ensuing year. Such plans must
demonstrate that the Company has the financial capacity to perform its duties
and obligations to The Coca-Cola Company under the Bottle Contracts. The
Company must obtain The Coca-Cola Company's approval of those plans, which
approval may not be unreasonably withheld, and if the Company carries out its
plans in all material respects, it will have satisfied its contractual
obligations. Failure to carry out such plans in all material respects would
constitute an event of default that, if not cured within 120 days of notice of
such failure, would give The Coca-Cola Company the right to terminate the
Bottle Contracts. If the Company at any time fails to carry out a plan in all
material respects with respect to any geographic segment (as defined by The
Coca-Cola Company) of its territory, and if that failure is not cured within
six months of notice of such failure, The Coca-Cola Company may reduce the
territory covered by the applicable Bottle Contract by eliminating the portion
of the territory with respect to which the failure has occurred.

   The Coca-Cola Company has no obligation under the Bottle Contracts to
participate with the Company in expenditures for advertising and marketing. As
it has in the past, The Coca-Cola Company may contribute to such expenditures
and undertake independent advertising and marketing activities, as well as
cooperative advertising and sales promotion programs which require mutual
cooperation and financial support of the Company. The future levels of
marketing support and promotional funds provided by The Coca-Cola Company may
vary materially from the levels provided during the periods covered by the
financial information included in this report.

   The Coca-Cola Company has the right to reformulate any of the Coca-Cola
Trademark Beverages and to discontinue any of the Coca-Cola Trademark
Beverages, subject to certain limitations, so long as all Coca-Cola Trademark
Beverages are not discontinued. The Coca-Cola Company may also introduce new
beverages under the trademarks "Coca-Cola" or "Coke" or any modification
thereof, and in that event the Company would be obligated to manufacture,
package, distribute and sell the new beverages with the same duties as exist
under the Bottle Contracts with respect to Coca-Cola Trademark Beverages.

   If the Company acquires the right to manufacture and sell Coca-Cola
Trademark Beverages in any additional territory, the Company has agreed that
such new territory will be covered by a standard contract in the same form as
the Bottle Contracts and that any existing agreement with respect to the
acquired territory automatically shall be amended to conform to the terms of
the Bottle Contracts. In addition, if the Company acquires control, directly or
indirectly, of any bottler of Coca-Cola Trademark Beverages, or any party
controlling a bottler of Coca-Cola Trademark Beverages, the Company must cause
the acquired bottler to amend its franchises for the Coca-Cola Trademark
Beverages to conform to the terms of the Bottle Contracts.

   The Bottle Contracts are perpetual, subject to termination by The Coca-Cola
Company in the event of default by the Company. Events of default by the
Company include (1) the Company's insolvency, bankruptcy, dissolution,
receivership or similar conditions; (2) the Company's disposition of any
interest in the securities of any bottling subsidiary without the consent of
The Coca-Cola Company; (3) termination of any agreement regarding the
manufacture, packaging, distribution or sale of Coca-Cola Trademark Beverages
between The Coca-Cola Company and any person that controls the Company; (4) any
material breach of any obligation

                                      3

<PAGE>

occurring under the Bottle Contracts (including, without limitation, failure to
make timely payment for any syrup or concentrate or of any other debt owing to
The Coca-Cola Company, failure to meet sanitary or quality control standards,
failure to comply strictly with manufacturing standards and instructions,
failure to carry out an approved plan as described above, and failure to cure a
violation of the terms regarding imitation products), that remains uncured for
120 days after notice by The Coca-Cola Company; (5) producing, manufacturing,
selling or dealing in any "Cola Product," as defined, or any concentrate or
syrup which might be confused with those of The Coca-Cola Company; (6) selling
any product under any trade dress, trademark or tradename or in any container
that is an imitation of a trade dress or container in which The Coca-Cola
Company claims a proprietary interest; or (7) owning any equity interest in or
controlling any entity which performs any of the activities described in (5) or
(6) above. In addition, upon termination of the Bottle Contracts for any
reason, The Coca-Cola Company, at its discretion, may also terminate any other
agreements with the Company regarding the manufacture, packaging, distribution,
sale or promotion of soft drinks, including the Allied Bottle Contracts
described elsewhere herein.

   The Company is prohibited from assigning, transferring or pledging its
Bottle Contracts, or any interest therein, whether voluntarily or by operation
of law, without the prior consent of The Coca-Cola Company. Moreover, the
Company may not enter into any contract or other arrangement to manage or
participate in the management of any other Coca-Cola bottler without the prior
consent of The Coca-Cola Company.

   The Coca-Cola Company may automatically amend the Bottle Contracts if 80% of
the domestic bottlers who are parties to agreements with The Coca-Cola Company
containing substantially the same terms as the Bottle Contracts, which bottlers
purchased for their own account 80% of the syrup and equivalent gallons of
concentrate for Coca-Cola Trademark Beverages purchased for the account of all
such bottlers, agree that their bottle contracts shall be likewise amended.

   Supplementary Agreement.  The Company and The Coca-Cola Company are also
parties to a Supplementary Agreement (the "Supplementary Agreement") that
modifies some of the provisions of the Bottle Contracts. The Supplementary
Agreement provides that The Coca-Cola Company will exercise good faith and fair
dealing in its relationship with the Company under the Bottle Contracts; offer
marketing support and exercise its rights under the Bottle Contracts in a
manner consistent with its dealings with comparable bottlers; offer to the
Company any written amendment to the Bottle Contracts (except amendments
dealing with transfer of ownership) which it offers to any other bottler in the
United States; and, subject to certain limited exceptions, sell syrups and
concentrates to the Company at prices no greater than those charged to other
bottlers which are parties to contracts substantially similar to the Bottle
Contracts. The Supplementary Agreement permits transfers of the Company's
capital stock that would otherwise be limited by the Bottle Contracts.

   Allied Bottle Contracts.  Other contracts with The Coca-Cola Company (the
"Allied Bottle Contracts") grant similar exclusive rights to the Company with
respect to the distribution of Sprite, Mr. PiBB, Citra, Mello Yello, diet Mello
Yello, Mello Yello Cherry, Mello Yello Melon, Fanta, TAB, diet Sprite, sugar
free Mr. PiBB, Fresca, Fruitopia, Minute Maid orange and diet Minute Maid
orange sodas (the "Allied Beverages") for sale in authorized containers in its
territories. These contracts contain provisions that are similar to those of
the Bottle Contracts with respect to pricing, authorized containers, planning,
quality control, trademark and transfer restrictions and related matters. Each
Allied Bottle Contract has a term of ten years and is renewable by the Company
for an additional ten years at the end of each ten-year period, but is subject
to termination in the event of (1) the Company's insolvency, bankruptcy,
dissolution, receivership or similar condition; (2) termination of the
Company's Bottle Contract covering the same territory by either party for any
reason; and (3) any material breach of any obligation of the Company under the
Allied Bottle Contract that remains uncured for 120 days after notice by The
Coca-Cola Company.

   The Coca-Cola Company purchased all rights of Barq's, Inc. under its
Bottler's Agreements with the Company. These contracts cover both Barq's Root
Beer and diet Barq's Root Beer and remain in effect unless terminated by The
Coca-Cola Company for breach by the Company of their terms, insolvency of the
Company or

                                      4

<PAGE>

the failure of the Company to manufacture, bottle and sell the products for 15
consecutive days or to purchase extract for a period of 120 consecutive days.

   Post-mix Rights.  The Company also has the non-exclusive right to sell
Coca-Cola classic and other fountain syrups ("post-mix syrup") of The Coca-Cola
Company. In 2001, post-mix net sales were $42.5 million.

   Other Bottling Agreements.  The bottling agreements from most other soft
drink franchisers are similar to those described above in that they are
renewable at the option of the Company and the franchisers. The price the
franchisers may charge for syrup or concentrate is set by the franchisers from
time to time. They also contain similar restrictions on the use of trademarks,
approved bottles, cans and labels and sale of imitations or substitutes as well
as termination for cause provisions. Sales of beverages by the Company under
these agreements represented approximately 10% of the Company's sales for
fiscal year 2001.

   The territories covered by the Allied Bottle Contracts and by bottling
agreements for products of franchisers other than The Coca-Cola Company in most
cases correspond with the territories covered by the Bottle Contracts. The
variations do not have a material effect on the Company's business.

  Markets and Production and Distribution Facilities

   As of March 1, 2002, the Company held bottling rights from The Coca-Cola
Company covering the majority of central, northern and western North Carolina,
and portions of Alabama, Mississippi, Tennessee, Kentucky, Virginia, West
Virginia, Pennsylvania, South Carolina, Georgia and Florida. The total
population within the Company's bottling territory is approximately 13.6
million.

   As of March 1, 2002, the Company operated in six principal geographical
regions. Certain information regarding each of these markets follows:

   1. North Carolina/South Carolina.  This region includes the majority of
central and western North Carolina, including Raleigh, Greensboro,
Winston-Salem, High Point, Hickory, Asheville, Fayetteville and Charlotte and
the surrounding areas and a portion of central South Carolina, including
Sumter. The region has an estimated population of 6.4 million. A
production/distribution facility is located in Charlotte and 13 other
distribution facilities are located in the region.

   2. South Alabama.  This region includes a portion of southwestern Alabama,
including Mobile and surrounding areas, and a portion of southeastern
Mississippi. The region has an estimated population of 1.1 million. A
production/distribution facility is located in Mobile and four other
distribution facilities are located in the region.

   3. South Georgia.  This region includes a small portion of eastern Alabama,
a portion of southwestern Georgia including Columbus, Georgia and surrounding
areas, and a portion of the Florida Panhandle. This region has an estimated
population of 1.0 million. A distribution facility is located in Columbus,
Georgia and four other distribution facilities are located in the region.

   4. Middle Tennessee.  This region includes a portion of central Tennessee,
including Nashville and surrounding areas, a small portion of southern Kentucky
and a small portion of northwest Alabama. The region has an estimated
population of 2.0 million. A production/distribution facility is located in
Nashville and seven other distribution facilities are located in the region.

   5. Western Virginia.  This region includes most of southwestern Virginia,
including Roanoke and surrounding areas, a portion of the southern piedmont of
Virginia, a portion of northeastern Tennessee and a portion of southeastern
West Virginia. The region has an estimated population of 1.7 million. A
production/distribution facility is located in Roanoke and seven other
distribution facilities are located in the region.

                                      5

<PAGE>

   6. West Virginia.  This region includes most of the state of West Virginia
and a portion of southwestern Pennsylvania. The region has an estimated
population of 1.4 million. There are eight distribution facilities located in
the region.

   The Company owns 100% of the operations in each of the regions previously
listed.

   In July 1993, the Company sold the majority of the South Carolina bottling
territory that it then owned to Piedmont. Pursuant to a management agreement,
the Company produces a portion of the soft drink products for Piedmont. The
Company initially owned a 50% interest in Piedmont. On January 2, 2002, the
Company purchased an additional 4.651% interest in Piedmont from The Coca-Cola
Company, increasing the Company's interest in Piedmont to 54.651%. Piedmont's
bottling territory covers parts of eastern North Carolina and most of South
Carolina (other than portions of central South Carolina). This region has an
estimated population of 4.5 million.

   On June 1, 1994, the Company executed a management agreement with SAC, a
manufacturing cooperative located in Bishopville, South Carolina. The Company
is a member of the cooperative and receives a fee for managing the day-to-day
operations of SAC pursuant to a ten-year management agreement. Management fees
from SAC were $1.2 million, $1.0 million and $1.3 million in 2001, 2000 and
1999, respectively. SAC significantly expanded its operations by adding two PET
bottling lines in 1994. The bottling lines supply a portion of the Company's
and Piedmont's volume requirements for finished products in PET containers. In
1994, the Company executed member purchase agreements with SAC that require
minimum annual purchases of canned product, 20 ounce PET product, 2 liter PET
product and 3 liter PET product by the Company of approximately $40 million.
Purchases from SAC by the Company and Piedmont for finished products were $110
million, $110 million and $109 million in 2001, 2000 and 1999, respectively.

   In addition to producing bottled and canned soft drinks for the Company's
bottling territories, each production facility also produces some products for
sale by other Coca-Cola bottlers. With the exception of the Company's
production of soft drink products for Piedmont, this contract production is
currently not a material portion of the Company's total production volume.

  Raw Materials

   In addition to concentrates obtained by the Company from The Coca-Cola
Company and other concentrate companies for use in its soft drink
manufacturing, the Company also purchases sweeteners, carbon dioxide, plastic
bottles, cans, closures, pre-mix containers and other packaging materials as
well as equipment for the production, distribution and marketing of soft
drinks. Except for sweetener, cans, carbon dioxide and plastic bottles, the
Company purchases its raw materials from multiple suppliers.

   The Company has a supply agreement with its aluminum can supplier which
requires the Company to purchase substantially all of its aluminum can
requirements. This agreement, which extends through the end of 2003, also
reduces the variability of the cost of cans.

   The Company purchases substantially all of its plastic bottles (20 ounce,
half liter, 1 liter, 2 liter and 3 liter sizes) from manufacturing plants which
are owned and operated by two cooperatives of Coca-Cola bottlers, including the
Company.

   None of the materials or supplies used by the Company is in short supply,
although the supply of specific materials could be adversely affected by
strikes, weather conditions, governmental controls or national emergency
conditions.

                                      6

<PAGE>

  Marketing

   The Company's soft drink products are sold and distributed directly by its
employees to retail stores and other outlets, including food markets,
institutional accounts and vending machine outlets. During 2001, approximately
78% of the Company's physical case volume was in the take-home channel through
supermarkets, convenience stores, drug stores and other retail outlets. The
remaining volume was in the cold drink channel, primarily through dispensing
machines, owned either by the Company, retail outlets or third party vending
companies. No individual customer accounted for as much as 10% of the Company's
total sales volume. All of the Company's sales are to customers in the United
States.

   New product introductions, packaging changes and sales promotions have been
the major competitive techniques in the soft drink industry in recent years and
have required and are expected to continue to require substantial expenditures.
Product introductions in the last three years include Dasani, Mello Yello
Cherry, Mello Yello Melon and diet Coke with lemon. New product introductions
have resulted in increased operating costs for the Company due to special
marketing efforts, obsolescence of replaced items and, in some cases, higher
raw materials costs.

   After new package introductions in recent years, the Company sells its soft
drink products primarily in nonrefillable bottles and cans, in varying
proportions from market to market. There may be as many as thirteen different
packages for Coca-Cola classic within a single geographical area. Physical unit
sales of soft drinks during fiscal year 2001 were approximately 54% cans, 45%
nonrefillable bottles and 1% pre-mix.

   Advertising in various media, primarily television and radio, is relied upon
extensively in the marketing of the Company's soft drinks. The Coca-Cola
Company and Dr Pepper Company ("Beverage Companies") each have joined the
Company in making substantial expenditures in cooperative advertising in the
Company's marketing areas. The Company has benefited from national advertising
programs conducted by The Coca-Cola Company and Dr Pepper Company,
respectively. In addition, the Company expends substantial funds on its own
behalf for extensive local sales promotions of the Company's soft drink
products. Historically, these expenses have been partially offset by marketing
funds which the Beverage Companies provide to the Company in support of a
variety of marketing programs, such as point-of-sale displays and merchandising
programs. However, the Beverage Companies are under no obligation to provide
the Company with marketing funding in the future.

   The substantial outlays which the Company makes for advertising are
generally regarded as necessary to maintain or increase sales volume, and any
significant curtailment of the marketing funding provided by The Coca-Cola
Company for advertising or marketing programs which benefit the Company could
have a material effect on the business and financial results of the Company.

  Seasonality

   Sales are somewhat seasonal, with the highest sales volume occurring in May,
June, July and August. The Company has adequate production capacity to meet
sales demands during these peak periods.

  Competition

   The soft drink industry is highly competitive. The Company's competitors
include several large soft drink manufacturers engaged in the distribution of
nationally advertised products, as well as similar companies which market
lesser-known soft drinks in limited geographical areas and manufacturers of
private brand soft drinks. In each region in which the Company operates,
between 75% and 90% of carbonated soft drink sales in bottles, cans and pre-mix
containers are accounted for by the Company and its principal competition,
which in each region includes the local bottler of Pepsi-Cola and, in some
regions, also includes the local bottler of Royal Crown products. The Company's
products also compete with, among others, noncarbonated beverages and citrus
and noncitrus fruit drinks.

                                      7

<PAGE>

   The principal methods of competition in the soft drink industry are
point-of-sale merchandising, new product introductions, packaging changes,
price promotions, product quality, frequency of distribution and advertising.

  Government Regulation

   The production and marketing of beverages are subject to the rules and
regulations of the United States Food and Drug Administration ("FDA") and other
federal, state and local health agencies. The FDA also regulates the labeling
of containers.

   As a manufacturer, seller and distributor of beverage products of The
Coca-Cola Company and other soft drink manufacturers in exclusive territories,
the Company is subject to antitrust laws of general applicability. However,
pursuant to the United States Soft Drink Interbrand Competition Act, soft drink
bottlers such as the Company may have an exclusive right to manufacture,
distribute and sell a soft drink product in a defined geographic territory if
that soft drink product is in substantial and effective competition with other
products of the same general class in the market. The Company believes that
there is such substantial and effective competition in each of the exclusive
geographic territories in the United States in which the Company operates.

   From time to time, legislation has been proposed in Congress and by certain
state and local governments which would prohibit the sale of soft drink
products in nonrefillable bottles and cans or require a mandatory deposit as a
means of encouraging the return of such containers in an attempt to reduce
solid waste and litter. The Company is currently not impacted by this type of
proposed legislation.

   Soft drink and similar-type taxes have been in place in West Virginia and
Tennessee for several years.

  Environmental Remediation

   The Company does not currently have any material capital expenditure
commitments for environmental compliance or environmental remediation for any
of its properties.

  Employees

   As of March 1, 2002, the Company had approximately 5,500 full-time
employees, of whom approximately 400 were union members. The total number of
employees, including part-time employees, is approximately 6,050.

   Less than 10% of the Company's labor force is currently covered by
collective bargaining agreements. Two collective bargaining contracts covering
approximately 6% of the Company's employees expire during 2002.

   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 an agreement on wages and benefits. The union elected to strike
and other Teamster-represented sales centers in West Virginia joined in a
sympathy strike. In August 2000, the Company and the respective local unions
settled all outstanding issues.

                                      8

<PAGE>

Item 2.  Properties

   The principal properties of the Company include its corporate headquarters,
its four production/distribution facilities and its 44 distribution centers.
The Company owns two production/distribution facilities and 39 distribution
centers, and leases its corporate headquarters, two other
production/distribution facilities and five distribution centers.

   The Company leases its 110,000 square foot corporate headquarters and a
65,000 square foot adjacent office building from an affiliate for a ten-year
term expiring January 2009. Total rent expense for these facilities was $3.3
million in 2001.

   The Company leases its 542,000 square foot Snyder Production Center and an
adjacent 105,000 square foot distribution center in Charlotte, North Carolina
from an affiliate for a ten-year term expiring in December 2010. Rent expense
under this lease totaled $3.3 million in 2001.

   The Company also leases its 297,500 square foot production/distribution
facility in Nashville, Tennessee. The lease requires monthly payments through
2009. Rent expense under this lease totaled $.4 million in 2001.

   The Company's other real estate leases are not material.

   The Company owns and operates a 316,000 square foot production/distribution
facility in Roanoke, Virginia and a 271,000 square foot production/distribution
facility in Mobile, Alabama.

   The current percentage utilization of the Company's production centers as of
March 1, 2002 is approximately as indicated below:

<TABLE>
<CAPTION>
                             Production Facilities
               Location                  Percentage Utilization *
               --------                  ------------------------
               <S>                       <C>
               Charlotte, North Carolina            79%
               Mobile, Alabama                      53%
               Nashville, Tennessee                 62%
               Roanoke, Virginia                    75%
</TABLE>
        --------
         *  Estimated 2002 production divided by capacity (based on operations
            of 6 days per week and 16 hours per day).

   The Company currently has sufficient production capacity to meet its
operational requirements. In addition to the production facilities noted above,
the Company also has access to production capacity from SAC, a 113,000 square
foot manufacturing cooperative located in Bishopville, South Carolina.

   The Company's products are transported to distribution centers for storage
pending sale. The number of distribution facilities by market area as of March
1, 2002 is as follows:

<TABLE>
<CAPTION>
                            Distribution Facilities
               Region                        Number of Facilities
               ------                        --------------------
               <S>                           <C>
               North Carolina/South Carolina          14
               South Alabama                           5
               South Georgia                           5
               Middle Tennessee                        8
               Western Virginia                        8
               West Virginia                           8
</TABLE>

                                      9

<PAGE>

   The Company's distribution facilities are all in good condition and are
adequate for the Company's operations as presently conducted.

   The Company also operates approximately 2,900 vehicles in the sale and
distribution of its soft drink products, of which approximately 1,300 are route
delivery trucks. In addition, the Company owns approximately 171,000 soft drink
dispensing and vending machines for the sale of its products in its bottling
territories.

Item 3.  Legal Proceedings

   On August 3, 1999, North American Container, Inc. filed a complaint in the
United States District Court for the Northern District of Texas against the
Company and 44 other defendants. By its First Amended Complaint filed in April
2000, the plaintiff seeks to enforce United States Reissue Patent No. RIE
36,639 and alleges that the plastic containers used by the Company in
connection with the distribution of soft drinks and other products infringe the
patent. The Company has notified its suppliers of the lawsuit and has asserted
indemnification claims against them. The Company's suppliers have assumed the
defense of the claim pursuant to a written agreement providing for
indemnification. The Company's suppliers are vigorously defending the claim and
the Company believes it has meritorious defenses against the imposition of any
liability in this action.

   There are various other lawsuits and claims pending against the Company
arising in the ordinary course of its business. The Company believes that any
losses that may arise from these lawsuits or claims will not have a materially
adverse result on the financial condition or results of operation of the
Company.

Item 4.  Submission of Matters to a Vote of Security Holders

   There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year ended December 30, 2001.


                                      10

<PAGE>

Executive Officers Of The Registrant

   Pursuant to General Instruction G(3) of Form 10-K, the following list is
included as a separate item in Part I of this Report.

   The following is a list of names and ages of all the executive officers of
the Registrant as of March 1, 2002, indicating all positions and offices with
the Registrant held by each such person. All officers have served in their
present capacities for the past five years except as otherwise stated.

   J. FRANK HARRISON, III, age 47, is Chairman of the Board of Directors and
Chief Executive Officer of the Company. Mr. Harrison, III was appointed
Chairman of the Board of Directors in December 1996. Mr. Harrison, III served
as Vice Chairman from November 1987 through December 1996 and was appointed as
the Company's Chief Executive Officer in May 1994. He was first employed by the
Company in 1977, and has served as a Division Sales Manager and as a Vice
President of the Company. Mr. Harrison, III is a Director of Wachovia Bank &
Trust Co., N.A., Southern Region Board. He is Chairman of the Finance Committee
and Vice Chairman of the Executive Committee.

   JAMES L. MOORE, JR., age 59, is Vice Chairman of the Board of Directors of
the Company, a position he was appointed to in January 2001. Prior to that
time, Mr. Moore had served as President of the Company since 1987. Mr. Moore is
a Director of Park Meridian Financial Corp. He has served as a Director of the
Company since March 1987. Mr. Moore is Chairman of the Retirement Benefits
Committee and a member of the Executive Committee.

   WILLIAM B. ELMORE, age 46, is President and Chief Operating Officer and a
Director of the Company, positions he has held since January 2001. Previously,
he was Vice President, Value Chain since July 1999 and Vice President, Business
Systems from August 1998 to June 1999. He was Vice President, Treasurer from
June 1996 to July 1998. He was Vice President, Regional Manager for the
Virginia Division, West Virginia Division and Tennessee Division from August
1991 to May 1996. Mr. Elmore is a member of the Executive Committee and the
Retirement Benefits Committee.

   ROBERT D. PETTUS, JR., age 57, is Executive Vice President and Assistant to
the Chairman, a position to which he was appointed in January 1997. Mr. Pettus
was previously Vice President, Human Resources, a position he held since
September 1984.

   DAVID V. SINGER, age 46, is Executive Vice President and Chief Financial
Officer, a position to which he was appointed in January 2001. He was
previously Vice President and Chief Financial Officer, a position he had held
since October 1987.

   CLIFFORD M. DEAL, III, age 40, is Vice President and Treasurer, a position
he has held since June 1999. Previously, he was Director of Compensation and
Benefits from October 1997 to May 1999. He was Corporate Benefits Manager from
December 1995 to September 1997. From November 1993 to November 1995 he was
Manager of Tax Accounting.

   NORMAN C. GEORGE, age 46, is Senior Vice President, Chief Marketing and
Customer Officer, a position he was appointed to in September 2001. Prior to
that he was Vice President, Marketing and National Sales, a position he was
appointed to in December 1999. Prior to that he was Vice President, Corporate
Sales, a position he had held since August 1998. Previously, he was Vice
President, Sales for the Carolinas South Region, a position he held beginning
in November 1991.

   RONALD J. HAMMOND, age 46, is Vice President, Value Chain, a position he was
appointed to in January 2001. Prior to that he was Vice President,
Manufacturing, a position he had held since September 1999. Before joining

                                      11

<PAGE>

the Company, he was Vice President, Operations, Asia Pacific at Pepsi-Cola
International, where he was an employee since 1981.

   KEVIN A. HENRY, age 34, is Vice President, Human Resources, a position he
has held since February 2001. Prior to joining the Company he was Senior Vice
President, Human Resources at Nationwide Credit Inc., where he was an employee
since January 1997. Prior to that he was Director, Human Resources, at Office
Depot Inc. since December 1994.

   UMESH M. KASBEKAR, age 44, is Vice President, Planning and Administration, a
position he has held since January 1995.

   C. RAY MAYHALL, JR., age 54, is Senior Vice President, Sales, a position he
was appointed to in September 2001. Prior to that he was Vice President,
Distribution and Technical Services, a position he was appointed to in December
1999. Prior to that he was Regional Vice President, Sales, a position he had
held since November 1992.

   LAUREN C. STEELE, age 47, is Vice President, Corporate Affairs, a position
he has held since May 1989. He is responsible for governmental, media and
community relations for the Company.

   STEVEN D. WESTPHAL, age 47, is Vice President and Controller of the Company,
a position he has held since November 1987.

   JOLANTA T. ZWIREK, age 46, is Vice President and Chief Information Officer,
a position she has held since June 1999. Prior to joining the Company, she was
Vice President and Chief Technology Officer for Bank One during a portion of
1999. Prior to that, she was a Senior Director in the Information Services
organization at McDonald's Corporation, where she was an employee since 1984.


                                      12

<PAGE>

                                    Part II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

   The Company has two classes of common stock outstanding, Common Stock and
Class B Common Stock. The Common Stock is traded on the Nasdaq National Market
tier of the Nasdaq Stock Market(R) under the symbol COKE. The table below sets
forth for the periods indicated the high and low reported sales prices per
share of Common Stock. There is no established public trading market for the
Class B Common Stock. Shares of Class B Common Stock are convertible on a
share-for-share basis into shares of Common Stock.

<TABLE>
<CAPTION>
                                               Fiscal Year
                                       ---------------------------
                                           2001          2000
                                       ------------- -------------
                                        High   Low    High   Low
                                       ------ ------ ------ ------
              <S>                      <C>    <C>    <C>    <C>
              First quarter........... $45.13 $36.50 $53.00 $46.50
              Second quarter..........  41.00  38.06  52.75  41.38
              Third quarter...........  42.24  36.17  47.75  36.50
              Fourth quarter..........  40.95  36.09  45.00  32.05
</TABLE>

   The quarterly dividend rate of $.25 per share on both Common Stock and Class
B Common Stock shares was maintained throughout 2000 and 2001.

   Pursuant to the Company's Certificate of Incorporation, no cash dividend or
dividend of property or stock other than stock of the Company may be declared
and paid, per share, on the Class B Common Stock unless a dividend of an amount
greater than or equal to such cash or property or stock has been declared and
paid on the Common Stock.

   The amount and frequency of future dividends will be determined by the
Company's Board of Directors in light of the earnings and financial condition
of the Company at such time, and no assurance can be given that dividends will
be declared in the future.

   The number of stockholders of record of the Common Stock and Class B Common
Stock, as of March 8, 2002, was 3,311 and 13, respectively.

   On March 6, 2002, the Compensation Committee determined that 20,000 shares
of restricted Class B Common Stock, $1.00 par value, vested and should be
issued pursuant to a performance-based award to J. Frank Harrison, III, in
connection with his services as Chairman of the Board of Directors and Chief
Executive Officer of the Company. This award was approved by the Company's
stockholders in 1999. The shares were issued without registration under the
Securities Act of 1933 in reliance on Section 4(2) thereof.


                                      13

<PAGE>

Item 6.  Selected Financial Data

   The following table sets forth certain selected financial data concerning
the Company for the five years ended December 30, 2001. The data for the five
years ended December 30, 2001 is derived from audited financial statements of
the Company. This information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" set
forth in Item 7 hereof and is qualified in its entirety by reference to the
more detailed financial statements and notes contained in Item 8 hereof. This
information should also be read in conjunction with the "Introduction and
Recent Developments" section in Item 1 hereof.

                           Selected Financial Data *

<TABLE>
<CAPTION>
                                                                        Fiscal Year **
                                                    -----------------------------------------------------
                                                       2001      2000***      1999       1998      1997
                                                    ----------  ---------- ----------  --------  --------
In Thousands (Except Per Share Data)
<S>                                                 <C>         <C>        <C>         <C>       <C>

Summary of Operations
Net sales.......................................... $1,022,686  $  995,134 $  972,551  $928,502  $802,141
                                                    ----------  ---------- ----------  --------  --------
Cost of sales......................................    555,570     530,241    543,113   534,919   452,893
Selling, general and administrative expenses.......    323,668     323,223    291,907   276,245   239,901
Depreciation expense...............................     66,134      64,751     60,567    37,076    33,783
Amortization of goodwill and intangibles...........     15,296      14,712     13,734    12,972    12,221
Restructuring expense..............................                             2,232
                                                    ----------  ---------- ----------  --------  --------
Total costs and expenses...........................    960,668     932,927    911,553   861,212   738,798
                                                    ----------  ---------- ----------  --------  --------
Income from operations.............................     62,018      62,207     60,998    67,290    63,343
Interest expense...................................     44,322      53,346     50,581    39,947    37,479
Other income (expense), net........................     (6,000)        974     (5,431)   (4,098)   (1,594)
                                                    ----------  ---------- ----------  --------  --------
Income before income taxes.........................     11,696       9,835      4,986    23,245    24,270
Income taxes.......................................      2,226       3,541      1,745     8,367     9,004
                                                    ----------  ---------- ----------  --------  --------
Net income......................................... $    9,470  $    6,294 $    3,241  $ 14,878  $ 15,266
                                                    ----------  ---------- ----------  --------  --------
Basic net income per share......................... $     1.08  $      .72 $      .38  $   1.78  $   1.82
                                                    ----------  ---------- ----------  --------  --------
Diluted net income per share....................... $     1.07  $      .71 $      .37  $   1.75  $   1.79
                                                    ----------  ---------- ----------  --------  --------
Cash dividends per share:
  Common........................................... $     1.00  $     1.00 $     1.00  $   1.00  $   1.00
  Class B Common................................... $     1.00  $     1.00 $     1.00  $   1.00  $   1.00

Other Information
Weighted average number of common
 shares outstanding................................      8,753       8,733      8,588     8,365     8,407
Weighted average number of common
 shares outstanding--assuming dilution.............      8,821       8,822      8,708     8,495     8,509

Year-End Financial Position
Total assets....................................... $1,064,459  $1,062,097 $1,108,392  $822,702  $775,507
                                                    ----------  ---------- ----------  --------  --------
Portion of long-term debt payable within one year..     56,708       9,904     28,635    30,115    12,000
                                                    ----------  ---------- ----------  --------  --------
Current portion of obligations under capital leases      1,489       3,325      4,483
                                                    ----------  ---------- ----------  --------  --------
Long-term debt.....................................    620,156     682,246    723,964   491,234   493,789
                                                    ----------  ---------- ----------  --------  --------
Obligations under capital leases...................        935       1,774      4,468
                                                    ----------  ---------- ----------  --------  --------
Stockholders' equity...............................     17,081      28,412     30,851    14,198     7,685
                                                    ----------  ---------- ----------  --------  --------
</TABLE>
- --------
*  See Management's Discussion and Analysis for additional information.
** All years presented are 52-week years except 1998 which is a 53-week year.
   See Note 3 and Note 15 to the consolidated financial statements for
   additional information about Piedmont Coca-Cola Bottling Partnership.
*** In September 2000, the Company sold bottling territory which represented
    approximately 3% of the Company's annual sales volume.

                                      14

<PAGE>

Item 7.   Management's Discussion and Analysis of Financial Condition and
Results of Operations

Introduction

  The Company

   Coca-Cola Bottling Co. Consolidated (the "Company") produces, markets and
distributes carbonated and noncarbonated beverages, primarily products of The
Coca-Cola Company, which include some of the most recognized and popular
beverage brands in the world. The Company is currently the second largest
bottler of products of The Coca-Cola Company in the United States. The Company
also distributes several other beverage brands. The Company's product offerings
include carbonated soft drinks, teas, juices, isotonics and bottled water. Over
the past several years, the Company has expanded its bottling territory
primarily throughout the southeast via acquisitions and, combined with
internally generated growth, had net sales of over $1 billion in 2001. The
Company is also a partner with The Coca-Cola Company in Piedmont Coca-Cola
Bottling Partnership ("Piedmont"), a partnership that operates additional
bottling territory with net sales of $297 million in 2001.

  Acquisitions and Divestitures

   On January 2, 2002, the Company purchased an additional 4.651% interest in
Piedmont for $10.0 million from The Coca-Cola Company, increasing the Company's
ownership in Piedmont to 54.651%. As a result of the increase in ownership, the
results of operations, financial position and cash flows of Piedmont will be
consolidated with those of the Company beginning in the first quarter of 2002.
The Company's investment in Piedmont has been accounted for using the equity
method for 2001 and prior years. Summarized financial information for Piedmont
is included in the notes to the Company's financial statements.

   During 2000, the Company sold most of its bottling territory in Kentucky and
Ohio to another Coca-Cola bottler. The territory sold represented approximately
3% of the Company's annual sales volume. During 1999, the Company expanded its
bottling territory by acquiring three Coca-Cola bottlers as follows:

  .  Carolina Coca-Cola Bottling Company, Inc., a Coca-Cola bottler with
     operations in central South Carolina in May 1999;

  .  The bottling rights and operating assets of a small Coca-Cola bottler in
     north central North Carolina in May 1999; and

  .  Lynchburg Coca-Cola Bottling Co., Inc., a Coca-Cola bottler with
     operations in central Virginia in October 1999.

  New Accounting Pronouncements

   On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended ("SFAS No. 133"), which requires that all derivative
instruments be recognized in the financial statements at fair value. The
adoption of SFAS No. 133 did not have a significant impact on the results of
operations, financial position or cash flows during 2001.

   In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, "Business Combinations,"
("SFAS No. 141") and Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets," ("SFAS No. 142"). These standards
require that all business combinations be accounted for using the purchase
method and that goodwill and intangible assets with indefinite useful lives not
be amortized but instead be tested for impairment at least annually. These
standards provide guidelines for new disclosure requirements and outline the
criteria for initial recognition and measurement of intangibles, assignment of
assets and liabilities including goodwill to reporting units and goodwill
impairment testing. The provisions of SFAS Nos. 141 and 142 apply to all
business combinations consummated after June 30, 2001. The provisions of SFAS
No. 142 for existing goodwill and other intangible assets are required to be
implemented effective the first day of fiscal year 2002. The Company

                                      15

<PAGE>

anticipates the adoption of SFAS No. 142 will reduce amortization expense in
2002 by approximately $12.6 million for the Company and by approximately $8.4
million for Piedmont.

   In October 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
("SFAS No. 144"). SFAS No. 144 supersedes Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of," but it retains many of the fundamental
provisions of that Statement. SFAS No. 144 also extends the reporting
requirements to report separately as discontinued operations, components of an
entity that have either been disposed of or classified as held for sale. The
provisions of SFAS No. 144 are required to be adopted at the beginning of
fiscal year 2002. The Company believes that such adoption will not have a
material effect on its financial statements.

  The Year in Review

   The year was highlighted by an increase in constant territory physical case
volume of slightly over 4%, a significant increase in net income and strong
free cash flow. Total debt and capital lease obligations decreased from $697.2
million at December 31, 2000 to $679.3 million at December 30, 2001. Strong
cash flow from operations enabled the Company to repay approximately $18
million in debt and purchase approximately $49 million of equipment previously
leased. New products, new packaging, growth in noncarbonated beverages and an
emphasis on our core carbonated brands helped the Company increase volume by 4%
in 2001. This increase in volume for 2001 comes after a volume decline of 5% in
2000. Net selling price per case was relatively unchanged for the year. The
Company increased its net selling price per case by approximately 6.5% in 2000.

   The Company reported net income of $9.5 million or $1.08 per share for 2001
compared with net income of $6.3 million or $.72 per share for 2000. Net income
for 2001 was favorably impacted by an income tax benefit of approximately $2.9
million, which resulted from the settlement of certain income tax matters with
the Internal Revenue Service during the year. Operating results for 2000
included nonrecurring items that increased net income for the year by
approximately $3.6 million. The nonrecurring income items in 2000 included a
$5.6 million gain, net of tax, on the sale of bottling territory in Kentucky
and Ohio offset partially by a provision for impairment of certain fixed assets
of $2.0 million, net of tax.

   The Company benefited from declining interest rates over the course of the
year. The combination of lower interest rates and reduced long-term debt
balances contributed to a decline in interest expense of approximately $9
million from 2000. The Company's operations produced record free cash flow
during 2001. Total debt and capital lease obligations decreased from $697.2
million at December 31, 2000 to $679.3 million at December 30, 2001. Strong
cash flow from operations enabled the Company to repay approximately $18
million in debt and purchase approximately $49 million of equipment previously
leased. The Company reduced its long-term debt and lease liabilities by
approximately $64 million in 2000.

   The Company continues to focus on its key long-term objectives, including
increasing per capita consumption, operating cash flow, free cash flow and
stockholder value.

  Significant Events of Prior Years

   On June 1, 1994, the Company executed a management agreement with South
Atlantic Canners, Inc. ("SAC"), a manufacturing cooperative located in
Bishopville, South Carolina. SAC produces bottle and can product for its
members. The Company is a member of the cooperative and receives a fee for
managing the day-to-day operations of SAC pursuant to this ten-year management
agreement.

   On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont to
distribute and market soft drink products of The Coca-Cola Company and other
third party licensors, primarily in certain portions of North Carolina and
South Carolina. The Company provides a portion of the soft drink products to
Piedmont and

                                      16

<PAGE>

receives a fee for managing the business of Piedmont pursuant to a management
agreement. The Company and The Coca-Cola Company, through their respective
subsidiaries, each beneficially owned a 50% interest in Piedmont at December
30, 2001. The Company has historically accounted for its investment in Piedmont
using the equity method of accounting. As noted above, on January 2, 2002, the
Company increased its ownership interest in Piedmont to 54.651% and The
Coca-Cola Company's ownership in Piedmont was reduced to 45.349%. The results
of operations, financial position and cash flows of Piedmont will be
consolidated with those of the Company beginning in the first quarter of 2002.

  Discussion of Critical Accounting Policies

   In the ordinary course of business, the Company has made a number of
estimates and assumptions relating to the reporting of results of operations
and financial position in the preparation of its financial statements in
conformity with accounting principles generally accepted in the United States
of America. Actual results could differ significantly from those estimates
under different assumptions and conditions. The Company believes that the
following discussion addresses the Company's most critical accounting policies,
which are those that are most important to the portrayal of the Company's
financial condition and results of operations and require management's most
difficult, subjective and complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain.

  Allowance for Doubtful Accounts

   The Company evaluates the collectibility of its trade accounts receivable
based on a number of factors. In circumstances where we are aware of a specific
customer's inability to meet its financial obligations to the Company, a
specific reserve for bad debts is estimated and recorded which reduces the
recognized receivable to the estimated amount the Company believes will
ultimately be collected. In addition to specific customer identification of
potential bad debts, bad debt charges are recorded based on the Company's
recent past loss history and an overall assessment of past due trade accounts
receivable amounts outstanding.

  Property, Plant and Equipment

   Property, plant and equipment is recorded at cost and is depreciated on a
straight-line basis over the estimated useful lives of such assets. Changes in
circumstances such as technological advances, changes to the Company's business
model or changes in the Company's capital strategy could result in the actual
useful lives differing from the Company's estimates. In those cases where the
Company determines that the useful life of property, plant and equipment should
be shortened, the Company would depreciate the net book value in excess of the
estimated salvage value over its revised remaining useful life. Factors such as
changes in the planned use of manufacturing equipment, vending equipment,
transportation equipment or software could result in shortened useful lives.
Long-lived assets are reviewed by the Company for impairment whenever events or
changes in circumstances indicate that the carrying amount of any such asset
may not be recoverable. The estimate of future cash flow is based upon, among
other things, certain assumptions about expected future operating performance.
The Company's estimates of undiscounted cash flow may differ from actual cash
flow due to, among other things, technological changes, economic conditions,
changes to its business model or changes in its operating performance. If the
sum of the projected undiscounted cash flows (excluding interest) is less than
the carrying value of the asset, the asset will be written down to its
estimated fair value.

  Goodwill and Other Intangible Assets

   In the first quarter of 2002, the Company will adopt the provisions of SFAS
No. 142. The Company anticipates the adoption of SFAS No. 142 will reduce
amortization expense in 2002 by approximately $12.6 million for the Company and
by approximately $8.4 million for Piedmont. During 2002, the Company will
perform the first of the annual impairment tests of its goodwill and intangible
assets with indefinite useful lives. The Company has performed a preliminary
impairment test of its goodwill and intangible assets with indefinite

                                      17

<PAGE>

useful lives and anticipates that this test will have no significant impact on
the results of operations and financial condition of the Company in 2002.

  Deferred Tax Assets

   The Company records a valuation allowance to reduce the carrying value of
its deferred tax assets to an amount that is more likely than not to be
realized. While the Company has considered future taxable income and prudent
and feasible tax planning strategies in assessing the need for the valuation
allowance, should the Company determine that it would not be able to realize
all or part of its net deferred tax assets in the future, an adjustment to the
carrying value of the deferred tax assets would be charged to income in the
period in which such determination was made.

  Pension Benefits

   The Company sponsors pension plans covering substantially all nonunion
employees who meet eligibility requirements. Several statistical and other
factors which attempt to anticipate future events are used in calculating the
expense and liability related to the plans. These factors include assumptions
about the discount rate, expected return on plan assets and rate of future
compensation increases as determined by the Company, within certain guidelines.
In addition, the Company's actuarial consultants also use subjective factors
such as withdrawal and mortality rates to estimate the projected benefit
obligation. The actuarial assumptions used by the Company may differ materially
from actual results due to changing market and economic conditions, higher or
lower withdrawal rates or longer or shorter life spans of participants. These
differences may result in a significant impact to the amount of pension expense
recorded by the Company in future periods.

Results Of Operations

  2001 Compared to 2000

  Net Income

   The Company reported net income of $9.5 million or $1.08 per share for the
fiscal year 2001 compared with net income of $6.3 million or $.72 per share for
the fiscal year 2000. Diluted net income per share for 2001 was $1.07 compared
to $.71 in 2000. Net income for 2001 was favorably impacted by an income tax
benefit of approximately $2.9 million, which resulted from the settlement of
certain income tax matters with the Internal Revenue Service during the year.
Operating results for 2000 included nonrecurring items that increased net
income for the year by approximately $3.6 million. The nonrecurring income
items in 2000 included a $5.6 million gain, net of tax, on the sale of bottling
territory in Kentucky and Ohio offset partially by a provision for impairment
of certain fixed assets of $2.0 million, net of tax.

  Net Sales and Gross Margin

   The Company's net sales for 2001 were $1.02 billion, an increase of 2.8%
compared to 2000. On a constant territory basis, net sales increased by
approximately 4% in 2001 due to an increase in physical case volume of 4% with
net selling price relatively unchanged compared to 2000. The growth in the
Company's constant territory physical case volume was attributable to several
different items. Sales of carbonated soft drinks were positively impacted by
the introduction of new packaging for twelve-pack cans called Fridge Pack(TM)
and line extensions for Mello Yello and diet Coke. Fridge Pack(TM) has been
very popular with both retailers and consumers. The new Mello Yello flavors and
diet Coke with lemon have helped these brands to grow at an increased rate. On
a constant territory basis, volume for the Company's three largest selling
brands, Coca-Cola classic, Sprite and diet Coke, increased during 2001 after
volume declines during 2000.

   Sales of the Company's noncarbonated beverages comprised 8.5% of the
Company's total sales volume in 2001 compared to 7% in 2000. The Company
continued to experience strong growth in its bottled water, Dasani.

                                      18

<PAGE>

New packaging, including twelve-ounce bottles and multi-packs, contributed to
an increase in volume of 52% for Dasani on a constant territory basis over
2000. New packages for POWERade, including twelve-ounce bottles, helped
increase volume by 30% over prior year volume.

   The Company's products are sold and distributed directly by its employees to
retail stores and other outlets. During 2001, approximately 78% of the
Company's physical case volume was sold in the take-home channel through
supermarkets, convenience stores, drug stores and mass merchandisers. However,
no individual customer accounted for as much as 10% of the Company's total
sales volume.

   While the Company's gross margin as a percentage of net sales declined in
2001 compared to 2000, it was 1.5% higher in 2001 than in 1999. Gross margin as
a percentage of net sales increased from 44.2% in 1999 to 46.7% in 2000 and
declined to 45.7% in 2001. The decline in the gross margin percentage in 2001
as compared to 2000 was attributable to an increase in cost of sales as a
result of higher raw material costs and brand mix.

  Cost of Sales and Operating Expenses

   Cost of sales on a per unit basis increased approximately 0.9% for the year
2001 compared to 2000. Increases in raw material costs were partially offset by
a package mix shift from bottles to cans and improvements in productivity.

   Selling, general and administrative ("S,G&A") expenses for 2001 increased by
approximately 1.4% over the prior year on a constant territory basis. The
increase in S,G&A expenses for 2001 was due primarily to higher employee
compensation costs and an increase in sales development costs, offset by a
reduction in lease expense resulting from the Company's purchase of certain
assets that were previously leased and increased productivity. S,G&A expenses
included an increase in the Company's allowance for doubtful accounts due to
the bankruptcy filing of a large retail customer shortly after the end of the
fiscal year. The Company produced, sold and delivered 4% more physical cases
with 4% fewer employees than the prior year.

   Based on the performance of the Company's pension plan investments and lower
interest rates, it is anticipated that pension expense will increase from
approximately $2 million in 2001 to approximately $6 million in 2002. The
Company anticipates that due to current market conditions, its costs associated
with nonhealth-related insurance will increase by approximately $1.5 million in
2002. The Company anticipates that the cost increases related to its pension
plan and insurance will be offset partially by increased productivity.

   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 concentrates, syrups and finished products to the Company make
substantial marketing and 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 2002, it is not obligated to do so under
the Company's master bottle contract. Significant decreases in marketing
support from The Coca-Cola Company or other beverage companies could adversely
impact operating results of the Company. Direct marketing funding and other
support from The Coca-Cola Company and other beverage companies were $56.3
million in 2001 compared to $56.8 million in 2000.

   In 2002, The Coca-Cola Company is providing the Company an opportunity to
earn incremental marketing funding as part of a strategic growth initiative.
The incremental marketing funding, which could amount to approximately $7
million for the Company and Piedmont on a combined basis, is subject to certain
volume performance requirements in 2002.

   Depreciation expense in 2001 increased $1.4 million or 2.1% on a reported
basis and $1.8 million or 2.7% on a constant territory basis from 2000. The
increase was due primarily to the purchase during the second quarter

                                      19

<PAGE>

of 2001 of approximately $49 million of cold drink equipment that had
previously been leased. This purchase was financed with the Company's lines of
credit. Capital expenditures in 2001 totaled $96.7 million, which includes
approximately $49 million of previously leased equipment as discussed above.

  Investment in Piedmont

   The Company's share of Piedmont's net income in 2001 was $.4 million. This
compares to the Company's share of Piedmont's net income of $2.5 million in
2000. The decrease in income from Piedmont of $2.1 million resulted primarily
from an increase in operating expenses. Piedmont's operating expenses increased
by $10.4 million in 2001 due to higher employee compensation costs, an increase
in sales development costs and an increase in management fees paid to the
Company.

  Interest Expense

   Interest expense for 2001 of $44.3 million decreased by $9.0 million or 17%
from 2000. The decrease in interest expense was attributable to lower average
interest rates on the Company's outstanding debt and lower debt balances. The
Company's overall weighted average interest rate decreased from an average of
7.3% during 2000 to an average of 6.5% during 2001. Total debt and capital
lease obligations decreased from $697.2 million at December 31, 2000 to $679.3
million at December 30, 2001. Strong cash flow from operations enabled the
Company to repay approximately $18 million in debt and purchase approximately
$49 million of equipment previously leased.

  Other Income (Expense)

   Other expense for 2001 was $6.0 million, compared to other income of $1.0
million in 2000 and other expense of $5.4 million in 1999. The change in other
income (expense) from 2000 is primarily due to nonrecurring items in 2000 that
included a gain on the sale of bottling territory of $8.8 million, offset
partially by a provision for impairment of certain fixed assets of $3.1
million. The Company recorded a provision for impairment of certain real estate
for $.9 million in the fourth quarter of 2001. The impairment charge reflects
an adjustment to estimated net realizable value of the real estate which was no
longer required for the Company's ongoing operations. Also in 2001, the Company
recorded a gain of $1.1 million on the sale of certain corporate transportation
equipment and a loan loss provision of $1.6 million related to an outstanding
loan to its equity investee, Data Ventures LLC.

  Income Taxes

   The effective tax rate for federal and state income taxes was approximately
19% in 2001 versus approximately 36% in 2000. The Company's income tax rate for
2001 was favorably impacted by the settlement of certain income tax issues with
the Internal Revenue Service.

  2000 Compared to 1999

  Net Income

   The Company reported net income of $6.3 million or basic net income per
share of $.72 for fiscal year 2000 compared to $3.2 million or $.38 basic net
income per share for fiscal year 1999. Diluted net income per share for 2000
was $.71 compared to $.37 in 1999. Net income in 2000 included the gain on the
sale of bottling territory discussed above, offset partially by a provision for
impairment of certain fixed assets.

  Net Sales and Gross Margin

   Net sales for 2000 grew by 2.3% to $995 million, compared to $973 million in
1999. On a constant territory basis, net sales increased by approximately 1%
due to an increase in net selling price for the year of approximately 6.5%
partially offset by a decline in unit volume of approximately 5% for the year.


                                      20

<PAGE>

   Gross margin increased by $35.5 million from 1999 to 2000 representing an 8%
increase. The increase in gross margin was driven by higher selling prices,
which more than offset a decline in unit volume as discussed above. The
Company's gross margin as a percentage of sales increased from 44.2% in 1999 to
46.7% in 2000. On a per unit basis, gross margin increased 13% in 2000 over
1999.

  Cost of Sales and Operating Expenses

   Cost of sales on a per unit basis increased by approximately 2% in 2000.
This increase was due to significantly higher costs for concentrate and
increased packaging costs, offset partially by decreases in manufacturing labor
and overhead expenses.

   S,G&A expenses increased by $31.3 million or 11% in 2000 over 1999 levels
primarily due to a reduction in marketing funding received from The Coca-Cola
Company. Direct marketing funding and other support from The Coca-Cola Company
and other beverage companies declined from $74.7 million in 1999 to $56.8
million in 2000. The balance of the increase in S,G&A expenses was due to
enhancements in 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.

   Depreciation expense in 2000 increased $4.2 million or 7%. The increase for
2000 was due to significant capital expenditures in 1999 of $264.1 million, of
which approximately $155 million related to the purchase of equipment that was
previously leased. Capital expenditures in 2000 totaled $49.2 million.

  Investment in Piedmont

   The Company's share of Piedmont's net income in 2000 was $2.5 million. This
compares to the Company's share of Piedmont's net loss of $2.6 million in 1999.
The increase in income from Piedmont of $5.1 million was due to improved
operating results at Piedmont primarily due to higher gross margin resulting
from increased net selling prices.

  Interest Expense

   Interest expense increased by $2.8 million or 5.5% in 2000. The increase was
primarily due to higher interest rates on the Company's floating rate debt. The
Company's overall weighted average borrowing rate for 2000 was 7.3% compared to
6.8% in 1999.

  Other Income (Expense)

   Other income for 2000 was approximately $1 million, a change of $6.4 million
versus other expense of $5.4 million in 1999. The change in other income
(expense) in 2000 was primarily due to a gain on the sale of bottling territory
of $8.8 million, before tax, offset partially by a provision for impairment of
certain fixed assets of $3.1 million, before tax.

  Income Taxes

   The effective tax rate for federal and state income taxes was approximately
36% in 2000 versus approximately 35% in 1999.


                                      21

<PAGE>

Financial Condition

   Total assets increased slightly from $1.062 billion at December 31, 2000 to
$1.064 billion at December 30, 2001. An increase in property, plant and
equipment, including the purchase of $49 million of previously leased
equipment, was offset by depreciation of property, plant and equipment and
amortization of intangible assets, principally acquired franchise rights. The
adoption of SFAS No. 142, as discussed above, will significantly reduce
amortization of intangible assets in 2002.

   Working capital decreased by $68.5 million to a deficit of $54.2 million at
December 30, 2001 from $14.3 million at December 31, 2000. The change in
working capital was primarily due to increases in the current portion of
long-term debt of $46.8 million, in accounts payable, trade of $6.9 million and
in amounts due to Piedmont of $8.2 million.

   Total debt and capital lease obligations decreased from $697.2 million at
December 31, 2000 to $679.3 million at December 30, 2001. Strong cash flow from
operations enabled the Company to repay approximately $18 million in debt and
purchase approximately $49 million of equipment previously leased.

   The Company recorded a minimum pension liability adjustment of $11.0
million, net of tax, in the fourth quarter of 2001 to reflect the difference
between the fair market value of the Company's pension plan assets and the
accumulated benefit obligation of the plan.

Liquidity and Capital Resources

  Capital Resources

   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. The amount and frequency of future dividends will be determined
by the Company's Board of Directors in light of the earnings and financial
condition of the Company at such time, and no assurance can be given that
dividends will be declared in the future.

  Investing Activities

   Additions to property, plant and equipment during 2001 were $96.7 million,
which included approximately $49 million of equipment that had previously been
leased. Capital expenditures during 2001 were funded with cash flow from
operations and short-term borrowings on the Company's available lines of
credit. Leasing is used for certain capital additions when considered cost
effective relative to other sources of capital. The Company currently leases
two production facilities and certain distribution and administrative
facilities.

   At the end of 2001, the Company had no material commitments for the purchase
of capital assets other than those related to normal replacement of equipment.
The Company considers the acquisition of bottling territories on an ongoing
basis. The Company anticipates that additions to property, plant and equipment
in 2002 will be in the range of $50 to $60 million for the Company and Piedmont
on a combined basis.

  Financing Activities

   In January 1999, the Company filed an $800 million shelf registration for
debt and equity securities. The Company has used this shelf registration to
issue $250 million of long-term debentures in 1999. The Company currently has
$550 million available for use under this shelf registration.


                                      22

<PAGE>

   The Company borrows periodically under its available lines of credit. These
lines of credit, in the aggregate amount of $95 million at December 30, 2001,
are made available at the discretion of the three participating banks and may
be withdrawn at any time by such banks. The Company has a revolving credit
facility of $170 million that can be used in the event the lines of credit are
not available. There were no amounts outstanding under either the lines of
credit or the revolving credit facility as of December 30, 2001. The Company
intends to refinance its short-term debt maturities with currently available
lines of credit and to negotiate a new revolving credit facility to replace the
current facility that matures in December 2002.

   The Company is a member of two cooperatives and guarantees a portion of
these cooperatives' debt. The total of all debt guarantees on December 30, 2001
was $37.4 million.

   The Company currently intends to refinance $97.5 million of debt that
matures at Piedmont in May 2002 through its available credit facilities, which
include its $170 million revolving credit facility and a shelf registration, of
which approximately $550 million is available for use. The Company currently
plans to loan $97.5 million to Piedmont to repay the debt which matures in May
2002. It is anticipated that Piedmont will pay the Company interest based on a
spread over the Company's average cost of funds.

   With regards to the Company's $170 million term loan agreement, the Company
must maintain its public debt ratings at investment grade as determined by both
Moody's and Standard & Poor's. If the Company's public debt ratings fall below
investment grade within 90 days after the public announcement of certain
designated events and such ratings stay below investment grade for an
additional 40 days, a trigger event resulting in a default occurs. The Company
does not anticipate a trigger event will occur.

  Interest Rate Hedging

   The Company periodically uses interest rate hedging products to modify risk
from interest rate fluctuations. The Company has historically altered its
fixed/floating rate mix based upon anticipated cash flows from operations
relative to the Company's debt level and the potential impact of increases in
interest rates on the Company's overall financial condition. Sensitivity
analyses are performed to review the impact on the Company's financial position
and coverage of various interest rate movements. The Company does not use
derivative financial instruments for trading purposes nor does it use leveraged
financial instruments.

   In October 2001, the Company terminated two interest rate swaps with a total
notional amount of $100 million. The gain of $6.7 million from the termination
of these swaps is being amortized as an adjustment to interest expense over 7.5
years, the remaining term of the initial swap agreements which corresponds to
the life of the debt instrument being hedged. In 2002, interest expense will be
approximately $.7 million lower than in 2001 as a result of this termination.
In December 2001, two interest rate swap agreements were entered into with a
total notional amount of $46 million. These new swap agreements allowed the
Company to fix the interest rate on certain variable rate lease obligations and
will be accounted for as cash flow hedges.

   The weighted average interest rate of the debt portfolio as of December 30,
2001 was 5.7% compared to 7.1% at the end of 2000. The Company's overall
weighted average borrowing rate on its long-term debt in 2001 decreased to 6.5%
from 7.3% in 2000. Approximately 34% of the Company's debt portfolio of $676.9
million as of December 30, 2001 was maintained on a floating rate basis and is
subject to changes in short-term interest rates. An increase in interest rates
of 1% would have resulted in an increase in interest expense of
approximately $2.2 million on a pre-tax basis in 2001.

Forward-looking Statements

   This Annual Report to Stockholders, as well as information included in
future filings by the Company with the Securities and Exchange Commission and
information contained in written material, press releases and oral

                                      23

<PAGE>

statements issued by or on behalf of the Company, contains, or may contain,
several forward-looking management comments and other statements that reflect
management's current outlook for future periods. These statements include,
among others, statements relating to: the consolidation of results of
operations, financial position and cash flows of Piedmont with those of the
Company, the effects of the adoption of SFAS No. 142 and SFAS No. 144, the
Company's focus on key long-term objectives, including increasing per capita
consumption, operating cash flow, free cash flow and stockholder value,
anticipated increases in pension expense, anticipated costs associated with
nonhealth-related insurance, anticipated increased productivity, potential
marketing support from The Coca-Cola Company, sufficiency of financial
resources, anticipated additions to property, plant and equipment, the amount
and frequency of future dividends, refinancing of short-term debt maturities,
negotiation of a new revolving credit facility, refinancing of certain debt at
Piedmont, Piedmont's payment of interest to the Company and management's belief
that a trigger event will not occur under the Company's $170 million term loan
agreement. 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. Among the events or
uncertainties which could adversely affect future periods are: lower than
expected net pricing resulting from increased marketplace competition, changes
in how significant customers market our products, an inability to meet
performance requirements for expected levels of marketing support payments from
The Coca-Cola Company, an inability to meet requirements under bottling
contracts, the inability of our aluminum can or PET bottle suppliers to meet
our demand, material changes from expectations in the cost of raw materials,
higher than expected fuel prices, an inability to meet projections for
performance in acquired bottling territories and unfavorable interest rate
fluctuations.

Item 7A.   Quantitative and Qualitative Disclosures about Market Risk

   The Company is exposed to certain market risks that are inherent in the
Company's financial instruments, which arise in the ordinary course of
business. The Company may enter into derivative financial instrument
transactions to manage or reduce market risk. The Company does not enter into
derivative financial instrument transactions for trading purposes. A discussion
of the Company's primary market risk exposure in financial instruments is
presented below.

  Long-Term Debt

   The Company is subject to interest rate risk on its long-term fixed interest
rate debt. Borrowings under lines of credit and other variable rate long-term
debt do not give rise to significant interest rate risk because these
borrowings either have maturities of less than three months or have variable
interest rates. All other things being equal, the fair market value of the
Company's debt with a fixed interest rate will increase as interest rates
decline and the fair market value of the Company's debt will decrease as
interest rates rise. This exposure to interest rate risk is generally managed
by borrowing funds with a variable interest rate or using interest rate swaps
to effectively change fixed interest rate borrowings to variable interest rate
borrowings. The Company generally maintains between 40% and 60% of total
borrowings at variable interest rates after taking into account all of the
interest rate hedging activities. While this is the target range, the financial
position of the Company and market conditions may result in strategies outside
of this range at certain points in time.

   As it relates to the Company's variable rate debt, if market interest rates
average 1% more in 2002 than the rates as of December 30, 2001, interest
expense for 2002 would increase by $2.1 million. If market interest rates had
averaged 1% more in 2001 than the rates at December 31, 2000, interest expense
for 2001 would have increased by $2.7 million. These amounts were determined by
calculating the effect of the hypothetical interest rate on our variable rate
debt after giving consideration to all our interest rate hedging activities.
This sensitivity analysis assumes that there are no changes in the Company's
financial structure.


                                      24

<PAGE>

  Raw Material and Commodity Price Risk

   The Company is subject to commodity price risk arising from price movements
for certain commodities included as part of its raw materials. The Company
generally manages this risk by entering into long-term contracts with
adjustable prices. The Company has not used derivative commodity instruments in
the management of this risk.

                                      25

<PAGE>

Item 8.   Financial Statements and Supplementary Data

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                    Dec. 30, 2001 Dec. 31, 2000
                                                                                    ------------- -------------
In Thousands (Except Share Data)
<S>                                                                                 <C>           <C>
ASSETS
Current assets:
Cash...............................................................................  $   16,912    $    8,425
Accounts receivable, trade, less allowance for doubtful accounts of $1,863 and $918      63,974        62,661
Accounts receivable from The Coca-Cola Company.....................................       3,935         5,380
Accounts receivable, other.........................................................       5,253         8,247
Inventories........................................................................      39,916        40,502
Prepaid expenses and other current assets..........................................      13,379        14,026
                                                                                     ----------    ----------
   Total current assets............................................................     143,369       139,241
                                                                                     ----------    ----------
Property, plant and equipment, net.................................................     462,689       437,926
Investment in Piedmont Coca-Cola Bottling Partnership..............................      60,203        62,730
Other assets.......................................................................      52,140        60,846
Franchise rights and goodwill, net.................................................     335,662       347,207
Other identifiable intangible assets, net..........................................      10,396        14,147
                                                                                     ----------    ----------
   Total...........................................................................  $1,064,459    $1,062,097
                                                                                     ==========    ==========
</TABLE>




         See Accompanying Notes to Consolidated Financial Statements.

                                      26

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                          Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                        Dec. 30, 2001 Dec. 31, 2000
                                                                        ------------- -------------
In Thousands (Except Share Data)
<S>                                                                     <C>           <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Portion of long-term debt payable within one year......................  $   56,708    $    9,904
Current portion of obligations under capital leases....................       1,489         3,325
Accounts payable, trade................................................      28,370        21,477
Accounts payable to The Coca-Cola Company..............................       7,925         3,802
Other accrued liabilities..............................................      49,169        45,321
Due to Piedmont Coca-Cola Bottling Partnership.........................      24,682        16,436
Accrued compensation...................................................      17,350        14,201
Accrued interest payable...............................................      11,878        10,483
                                                                         ----------    ----------
   Total current liabilities...........................................     197,571       124,949
                                                                         ----------    ----------
Deferred income taxes..................................................     133,743       148,655
Other liabilities......................................................      94,973        76,061
Obligations under capital leases.......................................         935         1,774
Long-term debt.........................................................     620,156       682,246
                                                                         ----------    ----------
   Total liabilities...................................................   1,047,378     1,033,685
                                                                         ----------    ----------
Commitments and Contingencies (Note 11)

Stockholders' Equity:
Convertible Preferred Stock, $100.00 par value:
   Authorized-50,000 shares; Issued-None
Nonconvertible Preferred Stock, $100.00 par value:
   Authorized-50,000 shares; Issued-None
Preferred Stock, $.01 par value:
   Authorized-20,000,000 shares; Issued-None
Common Stock, $1.00 par value:
   Authorized-30,000,000 shares; Issued-9,454,651 shares...............       9,454         9,454
Class B Common Stock, $1.00 par value:
   Authorized-10,000,000 shares; Issued-2,989,166 and 2,969,166 shares.       2,989         2,969
Class C Common Stock, $1.00 par value:
   Authorized-20,000,000 shares; Issued-None
Capital in excess of par value.........................................      91,004        99,020
Accumulated deficit....................................................     (12,307)      (21,777)
Accumulated other comprehensive loss...................................     (12,805)
                                                                         ----------    ----------
                                                                             78,335        89,666
                                                                         ----------    ----------
Less-Treasury stock, at cost:
   Common-3,062,374 shares.............................................      60,845        60,845
   Class B Common-628,114 shares.......................................         409           409
                                                                         ----------    ----------
   Total stockholders' equity..........................................      17,081        28,412
                                                                         ----------    ----------
Total..................................................................  $1,064,459    $1,062,097
                                                                         ==========    ==========
</TABLE>


         See Accompanying Notes to Consolidated Financial Statements.

                                      27

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                    Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                              Fiscal Year
                                                                     -----------------------------
                                                                        2001       2000     1999
                                                                     ----------  -------- --------
In Thousands (Except Per Share Data)
<S>                                                                  <C>         <C>      <C>
Net sales (includes sales to Piedmont of $71,170, $69,539 and
  $68,046).......................................................... $1,022,686  $995,134 $972,551
Cost of sales, excluding depreciation shown below (includes $53,033,
  $53,463 and $56,439 related to sales to Piedmont).................    555,570   530,241  543,113
                                                                     ----------  -------- --------
Gross margin........................................................    467,116   464,893  429,438
                                                                     ----------  -------- --------
Selling, general and administrative expenses, excluding depreciation
  shown below.......................................................    323,668   323,223  291,907
Depreciation expense................................................     66,134    64,751   60,567
Amortization of goodwill and intangibles............................     15,296    14,712   13,734
Restructuring expense...............................................                         2,232
                                                                     ----------  -------- --------
Income from operations..............................................     62,018    62,207   60,998
                                                                     ----------  -------- --------
Interest expense....................................................     44,322    53,346   50,581
Other income (expense), net.........................................     (6,000)      974   (5,431)
                                                                     ----------  -------- --------
Income before income taxes..........................................     11,696     9,835    4,986
Income taxes........................................................      2,226     3,541    1,745
                                                                     ----------  -------- --------
Net income.......................................................... $    9,470  $  6,294 $  3,241
                                                                     ==========  ======== ========
Basic net income per share.......................................... $     1.08  $    .72 $    .38
                                                                     ==========  ======== ========
Diluted net income per share........................................ $     1.07  $    .71 $    .37
                                                                     ==========  ======== ========
Weighted average number of common shares outstanding................      8,753     8,733    8,588
Weighted average number of common shares outstanding--assuming
  dilution..........................................................      8,821     8,822    8,708
                                                                     ==========  ======== ========
</TABLE>


         See Accompanying Notes to Consolidated Financial Statements.

                                      28

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                    Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                  Fiscal Year
                                                                         -----------------------------
                                                                           2001      2000      1999
                                                                         --------  --------  ---------
In Thousands
<S>                                                                      <C>       <C>       <C>
Cash Flows from Operating Activities
Net income.............................................................. $  9,470  $  6,294  $   3,241
Adjustments to reconcile net income to net cash provided by operating
  activities:
 Depreciation expense...................................................   66,134    64,751     60,567
 Amortization of goodwill and intangibles...............................   15,296    14,712     13,734
 Deferred income taxes..................................................    2,226     3,541      1,745
 Gain on sale of bottling territory.....................................             (8,829)
 Provision for impairment of property, plant and equipment..............      947     3,066
 Losses on sale of property, plant and equipment........................    1,297     2,284      2,755
 Amortization of debt costs.............................................      830       938        836
 Amortization of deferred gain related to terminated interest rate swaps   (1,183)     (819)      (563)
 Undistributed (earnings) losses of Piedmont............................     (417)   (2,514)     2,631
 (Increase) decrease in current assets less current liabilities.........   32,770    (2,554)     9,639
 (Increase) decrease in other noncurrent assets.........................      501      (506)    (8,451)
 Increase (decrease) in other noncurrent liabilities....................   (6,010)    3,868      9,702
 Other..................................................................       82        58        334
                                                                         --------  --------  ---------
Total adjustments.......................................................  112,473    77,996     92,929
                                                                         --------  --------  ---------
Net cash provided by operating activities...............................  121,943    84,290     96,170
                                                                         --------  --------  ---------
Cash Flows from Financing Activities
Proceeds from the issuance of long-term debt............................                       251,165
Repayment of current portion of long-term debt..........................   (2,385)  (26,750)   (30,115)
Proceeds from (repayment of) lines of credit, net.......................  (12,900)  (33,700)    10,200
Cash dividends paid.....................................................   (8,753)   (8,733)    (8,549)
Payments on capital lease obligations...................................   (2,868)   (4,528)    (4,938)
Termination of interest rate swap agreements............................    6,704      (292)
Debt fees paid..........................................................                        (3,266)
Other...................................................................     (230)     (387)      (468)
                                                                         --------  --------  ---------
Net cash provided by (used in) financing activities.....................  (20,432)  (74,390)   214,029
                                                                         --------  --------  ---------
Cash Flows from Investing Activities
Additions to property, plant and equipment..............................  (96,684)  (49,168)  (264,139)
Proceeds from the sale of property, plant and equipment.................    3,660    16,366        753
Acquisitions of companies, net of cash acquired.........................               (723)   (44,454)
Proceeds from sale of bottling territory................................             23,000
                                                                         --------  --------  ---------
Net cash used in investing activities...................................  (93,024)  (10,525)  (307,840)
                                                                         --------  --------  ---------
Net increase (decrease) in cash.........................................    8,487      (625)     2,359
                                                                         --------  --------  ---------
Cash at beginning of year...............................................    8,425     9,050      6,691
                                                                         --------  --------  ---------
Cash at end of year..................................................... $ 16,912  $  8,425  $   9,050
                                                                         ========  ========  =========
Significant non-cash investing and financing activities.................
 Capital lease obligations incurred..................................... $    456  $  1,313  $  14,225
 Issuance of Class B Common Stock in connection with stock award........      757
 Issuance of Common Stock in connection with acquisition................                        21,961
</TABLE>

         See Accompanying Notes to Consolidated Financial Statements.

                                      29

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

          Consolidated Statements of Changes in Stockholders' Equity

<TABLE>
<CAPTION>
                                                                           Accumulated
                                             Class B Capital in               Other
                                      Common Common  Excess of  Accum.    Comprehensive Treasury
                                      Stock   Stock  Par Value  Deficit       Loss       Stock     Total
                                      ------ ------- ---------- --------  ------------- --------  --------
In Thousands
<S>                                   <C>    <C>     <C>        <C>       <C>           <C>       <C>
Balance on January 3, 1999........... $9,086 $2,969   $ 94,709  $(31,312)   $     --    $(61,254) $ 14,198
Net income...........................                              3,241                             3,241
Cash dividends paid..................                   (8,549)                                     (8,549)
Issuance of Common Stock in
 connection with acquisition.........    368            21,593                                      21,961
                                      ------ ------   --------  --------    --------    --------  --------
Balance on January 2, 2000........... $9,454 $2,969   $107,753  $(28,071)   $     --    $(61,254) $ 30,851
Net income...........................                              6,294                             6,294
Cash dividends paid..................                   (8,733)                                     (8,733)
                                      ------ ------   --------  --------    --------    --------  --------
Balance on December 31, 2000......... $9,454 $2,969   $ 99,020  $(21,777)   $     --    $(61,254) $ 28,412
Comprehensive income (loss):
Net income...........................                              9,470                             9,470
Change in fair market value of cash
 flow hedges, net of tax.............                                              4                     4
Proportionate share of Piedmont's
 accum. other comprehensive loss at
 adoption of SFAS No. 133, net of
 tax.................................                                           (947)                 (947)
Change in proportionate share of
 Piedmont's accum. other
 comprehensive loss, net of tax......                                           (878)                 (878)
Minimum pension liability adjustment,
 net of tax..........................                                        (10,984)              (10,984)
                                                                                                  --------
Total comprehensive income (loss)....                                                               (3,335)
Cash dividends paid..................                   (8,753)                                     (8,753)
Issuance of Class B Common Stock.....            20        737                                         757
                                      ------ ------   --------  --------    --------    --------  --------
Balance on December 30, 2001......... $9,454 $2,989   $ 91,004  $(12,307)   $(12,805)   $(61,254) $ 17,081
                                      ====== ======   ========  ========    ========    ========  ========
</TABLE>


         See Accompanying Notes to Consolidated Financial Statements.

                                      30

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


(1)  Significant Accounting Policies

   Coca-Cola Bottling Co. Consolidated (the "Company") is engaged in the
production, marketing and distribution of carbonated and noncarbonated
beverages, primarily products of The Coca-Cola Company. The Company operates in
portions of 11 states, principally in the southeastern region of the United
States.

   The consolidated financial statements include the accounts of the Company
and its majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. Acquisitions recorded as purchases are
included in the statement of operations from the date of acquisition.

   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.

   The fiscal years presented are the 52-week periods ended December 30, 2001,
December 31, 2000 and January 2, 2000. The Company's fiscal year ends on the
Sunday closest to December 31.

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

   The Company's significant accounting policies are as follows:

  Cash and Cash Equivalents

   Cash and cash equivalents include cash on hand, cash in banks and cash
equivalents, which are highly liquid debt instruments with maturities of less
than 90 days.

  Credit Risk of Trade Accounts Receivable

   The Company sells its products to large chain stores and other customers and
extends credit, generally without requiring collateral, based on an ongoing
evaluation of the customer's business prospects and financial condition. The
Company monitors its exposure to losses on trade accounts receivable and
maintains an allowance for potential losses or adjustments. The Company's trade
accounts receivable are typically collected within approximately 30 days from
the date of sale.

  Inventories

   Inventories are stated at the lower of cost, determined on the first-in,
first-out method ("FIFO") or market.

  Property, Plant and Equipment

   Property, plant and equipment are recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. Additions
and major replacements or betterments are added to the assets at cost.
Maintenance and repair costs and minor replacements are charged to expense when
incurred. When assets are replaced or otherwise disposed of, the cost and
accumulated depreciation are removed from the accounts and the gains or losses,
if any, are reflected in income.

                                      31

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


  Software

   The Company adopted the provisions of the American Institute of Certified
Public Accountants' Statement of Position 98-1, "Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use" in the first quarter
of 1999. This statement requires capitalization of certain costs incurred in
the development of internal-use software. Software is amortized using the
straight-line method over its estimated useful life.

  Investment in Piedmont Coca-Cola Bottling Partnership

   Prior to January 2, 2002, the Company beneficially owned a 50% interest in
Piedmont Coca-Cola Bottling Partnership ("Piedmont"). The Company accounted for
its interest in Piedmont using the equity method of accounting. With respect to
Piedmont, sales of soft drink products at cost, management fee revenue and the
Company's share of Piedmont's results from operations are included in "Net
sales" for all periods presented. See Note 3 and Note 15 for additional
information.

   On January 2, 2002, the Company purchased an additional 4.651% interest in
Piedmont from The Coca-Cola Company, increasing the Company's ownership to
54.651%. As a result of the increase in ownership, the results of operations,
financial position and cash flows of Piedmont will be consolidated with those
of the Company beginning in the first quarter of 2002. See Note 3 for
additional information.

  Revenue Recognition

   Revenues are recognized when finished products are delivered to customers
and both title and the risks and rewards of ownership are transferred.
Appropriate provision is made for uncollectible accounts.

  Income Taxes

   The Company provides deferred income taxes for the tax effects of temporary
differences between the financial reporting and income tax bases of the
Company's assets and liabilities.

  Benefit Plans

   The Company has a noncontributory pension plan covering substantially all
nonunion employees and one noncontributory pension plan covering certain union
employees. Costs of the plans are charged to current operations and consist of
several components of net periodic pension cost based on various
actuarial assumptions regarding future experience of the plans. In addition,
certain other union employees are covered by plans provided by their respective
union organizations. The Company expenses amounts as paid in accordance with
union agreements. The Company recognizes the cost of postretirement benefits,
which consist principally of medical benefits, during employees' periods of
active service.

   Amounts recorded for benefit plans reflect estimates related to future
interest rates, investment returns, employee turnover, wage increases and
health care costs. The Company reviews all assumptions and estimates on an
ongoing basis.

  Intangible Assets and Goodwill

   Identifiable intangible assets resulting from the acquisition of Coca-Cola
bottling franchises accounted for by the purchase method are recorded based
upon fair market value at the date of acquisition and are being

                                      32

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

amortized on a straight-line basis over periods ranging from 17 to 40 years.
Goodwill is being amortized on a straight-line basis over 40 years.

  Impairment of Long-lived Assets

   The Company continually monitors conditions that may affect the carrying
value of its intangible or other long-lived assets. When conditions indicate
potential impairment of an intangible or other long-lived asset, the Company
will undertake necessary market studies and reevaluate projected future cash
flows associated with the asset. When projected future cash flows, not
discounted for the time value of money, are less than the carrying value of the
asset, the asset will be written down to its estimated net realizable value.

  Net Income Per Share

   Basic earnings per share ("EPS") excludes dilution and is computed by
dividing net income available for common stockholders by the weighted average
number of Common and Class B Common shares outstanding. Diluted EPS gives
effect to all securities representing potential common shares that were
dilutive and outstanding during the period.

  Derivative Financial Instruments

   On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended ("SFAS No. 133"), which requires that all derivative
instruments be recognized in the financial statements at fair value. The
adoption of SFAS No. 133 did not have a significant impact on the results of
operations, financial position or cash flows during 2001.

   The Company uses derivative financial instruments to manage its exposure to
movements in interest rates. The use of these financial instruments modifies
the exposure of these risks with the intent to reduce the risk to the Company.
The Company does not use financial instruments for trading purposes, nor does
it use leveraged financial instruments. The Company has determined that its
derivative financial instruments qualify as either fair value or cash flow
hedges, having values that highly correlate with the underlying hedged
exposures and have designated such instruments as hedging transactions. Credit
risk related to the derivative financial instruments is considered minimal and
is managed by requiring high credit standards for its counterparties and
periodic settlements.

   Changes in fair value of derivative financial instruments are recorded as
adjustments to the assets or liabilities being hedged in the statement of
operations or in accumulated other comprehensive income (loss), depending on
whether the derivative is designated and qualifies for hedge accounting, the
type of hedge transaction represented and the effectiveness of the hedge.

  Insurance Programs

   In general, the Company is self-insured for costs of casualty claims and
medical claims. The Company uses commercial insurance for casualty claims and
medical claims as a risk reduction strategy to minimize catastrophic losses.
Casualty losses are provided for using actuarial assumptions and procedures
followed in the insurance industry, adjusted for company-specific history and
expectations.

                                      33

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


  Marketing Costs and Support Arrangements

   The Company directs various advertising and marketing programs supported by
The Coca-Cola Company or other franchisers. Under these programs, certain costs
incurred by the Company are reimbursed by the applicable franchiser. Franchiser
funding is recognized when performance measures are met or as funded costs are
incurred.

(2)  Acquisitions And Divestitures

   On May 28, 1999, the Company acquired all of the outstanding capital stock
of Carolina Coca-Cola Bottling Company, Inc. ("Carolina") in exchange for
368,482 shares of the Company's Common Stock, installment notes and cash. The
total purchase price was approximately $37 million. Carolina was a Coca-Cola
bottler with operations in central South Carolina.

   On October 29, 1999, the Company acquired substantially all of the
outstanding capital stock of Lynchburg Coca-Cola Bottling Company, Inc.
("Lynchburg") for approximately $24 million, in cash. Lynchburg was a Coca-Cola
bottler with operations in central Virginia.

   The Company used its lines of credit for the cash portion of the
acquisitions described above. These acquisitions have been accounted for under
the purchase method of accounting.

   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 $23.0 million related to the sale of this
territory and certain other operating assets. The Company recorded a pre-tax
gain of $8.8 million as a result of this sale. The bottling territory sold
represented approximately 3% of the Company's annual sales volume.

(3)  Investment in Piedmont Coca-Cola Bottling Partnership

   On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont to
distribute and market carbonated and noncarbonated beverages primarily in
certain portions of North Carolina and South Carolina. Prior to January 2,
2002, the Company and The Coca-Cola Company, through their respective
subsidiaries, each beneficially owned a 50% interest in Piedmont. The Company
provides a portion of the soft drink products for Piedmont at cost and receives
a fee for managing the operations of Piedmont pursuant to a management
agreement.

   Summarized financial information for Piedmont was as follows:

<TABLE>
<CAPTION>
                                                   Dec. 30, 2001 Dec. 31, 2000
                                                   ------------- -------------
 In Thousands
 <S>                                               <C>           <C>
 Current assets...................................   $ 55,848      $ 48,068
 Noncurrent assets................................    309,664       319,788
                                                     --------      --------
 Total assets.....................................   $365,512      $367,856
                                                     ========      ========
 Current liabilities..............................   $114,132      $ 17,342
 Noncurrent liabilities...........................    130,974       225,054
                                                     --------      --------
 Total liabilities................................    245,106       242,396
 Partners' equity.................................    126,294       125,460
 Accumulated other comprehensive loss.............     (5,888)
                                                     --------      --------
 Total liabilities and partners' equity...........   $365,512      $367,856
                                                     ========      ========
 Company's equity investment......................   $ 60,203      $ 62,730
                                                     ========      ========
</TABLE>

                                      34

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                            Fiscal Year
                                                    --------------------------
                                                      2001     2000     1999
                                                    -------- -------- --------
In Thousands
<S>                                                 <C>      <C>      <C>
Net sales.......................................... $296,900 $286,781 $278,202
Cost of sales......................................  153,643  147,671  152,042
                                                    -------- -------- --------
Gross margin.......................................  143,257  139,110  126,160
Income from operations.............................   13,330   18,948    7,803
Net income (loss).................................. $    834 $  5,028 $ (5,262)
                                                    ======== ======== ========
Company's equity in net income (loss).............. $    417 $  2,514 $ (2,631)
                                                    ======== ======== ========
</TABLE>

   The Company currently intends to refinance $97.5 million of debt that
matures at Piedmont in May 2002 through its available credit facilities, which
include its $170 million revolving credit facility and a shelf registration, of
which approximately $550 million is available for use. The Company currently
plans to loan $97.5 million to Piedmont to repay the debt which matures in May
2002. It is anticipated that Piedmont will pay the Company interest based on a
spread over the Company's average cost of funds.

   On January 2, 2002, the Company purchased an additional 4.651% interest in
Piedmont from The Coca-Cola Company, increasing the Company's ownership in
Piedmont to 54.651%. As a result of the increase in ownership, the results of
operations, financial position and cash flows of Piedmont will be consolidated
with those of the Company beginning in the first quarter of 2002.

   The following unaudited proforma condensed financial information reflects
the consolidation of Piedmont's financial position and results of operations
with those of the Company as if the additional purchase had occurred at the
beginning of 2001.

<TABLE>
<CAPTION>
                                                                  Dec. 30, 2001
                                                                  -------------
 In Thousands
 <S>                                                              <C>
 Current assets..................................................  $  174,535
 Noncurrent assets...............................................   1,172,271
                                                                   ----------
 Total assets....................................................  $1,346,806
                                                                   ==========
 Current liabilities.............................................  $  287,671
 Noncurrent liabilities..........................................     988,057
                                                                   ----------
 Total liabilities...............................................   1,275,728
 Minority interest...............................................      54,603
 Stockholders' equity............................................      16,475
                                                                   ----------
 Total liabilities, minority interest and stockholders' equity...  $1,346,806
                                                                   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                   Fiscal Year
                                                                      2001
                                                                   -----------
 In Thousands
 <S>                                                               <C>
 Net sales........................................................ $1,237,018
 Cost of sales....................................................    656,180
                                                                   ----------
 Gross margin.....................................................    580,838
 Income from operations...........................................     74,827
 Minority interest................................................        378
 Net income....................................................... $    9,034
                                                                   ==========
</TABLE>

                                      35

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

   Piedmont has several interest rate swap agreements that have been designated
as cash flow hedges. The Company's proportionate share of Piedmont's
accumulated other comprehensive loss, net of tax, resulting from the effect of
adoption of SFAS No. 133 and the impact during 2001 related to Piedmont were as
follows:


<TABLE>
<CAPTION>
                                                                                             Fiscal Year
                                                                                                2001
                                                                                             -----------
In Thousands
<S>                                                                                          <C>
Impact of adoption, net of tax..............................................................   $  947
Change in fair market value of cash flow hedges during 2001, net of tax.....................      878
                                                                                               ------
Company's proportionate share of Piedmont's accumulated other comprehensive loss, net of tax   $1,825
                                                                                               ======
</TABLE>

(4)  Inventories

   Inventories were summarized as follows:

<TABLE>
<CAPTION>
                                                             Dec. 30, Dec. 31,
                                                               2001     2000
                                                             -------- --------
 In Thousands
 <S>                                                         <C>      <C>
 Finished products.......................................... $23,637  $22,907
 Manufacturing materials....................................  11,893   13,330
 Plastic pallets and other..................................   4,386    4,265
                                                             -------  -------
 Total inventories.......................................... $39,916  $40,502
                                                             =======  =======
</TABLE>

(5)  Property, Plant and Equipment

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

<TABLE>
<CAPTION>
                                                 Dec. 30, Dec. 31,  Estimated
                                                   2001     2000   Useful Lives
                                                 -------- -------- ------------
 In Thousands
 <S>                                             <C>      <C>      <C>
 Land........................................... $ 11,158 $ 11,311
 Buildings......................................   95,338   97,012 10-50 years
 Machinery and equipment........................   93,658   94,652  5-20 years
 Transportation equipment.......................  140,512  133,886  4-13 years
 Furniture and fixtures.........................   38,119   36,519  4-10 years
 Vending equipment..............................  334,975  285,714  6-13 years
 Leasehold and land improvements................   40,969   39,597  5-20 years
 Software for internal use......................   21,850   17,207   3-7 years
 Construction in progress.......................    1,908    1,162
                                                 -------- --------
 Total property, plant and equipment, at cost...  778,487  717,060
 Less: Accumulated depreciation and amortization  315,798  279,134
                                                 -------- --------
 Property, plant and equipment, net............. $462,689 $437,926
                                                 ======== ========
</TABLE>

   In the fourth quarter of 2001, the Company recorded a provision for
impairment of certain real estate for $.9 million, which was classified in
"Other income (expense), net." The impairment charge reflects an adjustment to
estimated net realizable value of the real estate which was no longer required
for the Company's ongoing operations. In the third quarter of 2000, the Company
recorded a provision for impairment of certain fixed assets for $3.1 million,
which was classified in "Other income (expense), net."

                                      36

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


(6)  Franchise Rights And Goodwill

<TABLE>
<CAPTION>
                                                                     Estimated
                                                   Dec. 30, Dec. 31,  Useful
                                                     2001     2000     Lives
                                                   -------- -------- ---------
 In Thousands
 <S>                                               <C>      <C>      <C>
 Franchise rights................................. $353,388 $353,388 40 years
 Goodwill.........................................  112,097  112,097 40 years
                                                   -------- --------
 Franchise rights and goodwill....................  465,485  465,485
 Less: Accumulated amortization...................  129,823  118,278
                                                   -------- --------
 Franchise rights and goodwill, net............... $335,662 $347,207
                                                   ======== ========
</TABLE>

(7)  Other Identifiable Intangible Assets

<TABLE>
<CAPTION>
                                                                    Estimated
                                                 Dec. 30, Dec. 31,   Useful
                                                   2001     2000      Life
                                                 -------- -------- -----------
 In Thousands
 <S>                                             <C>      <C>      <C>
 Customer lists................................. $54,864  $54,864     20 years
 Other..........................................  16,316   16,316  17-23 years
                                                 -------  -------
 Other identifiable intangible assets...........  71,180   71,180
 Less: Accumulated amortization.................  60,784   57,033
                                                 -------  -------
 Other identifiable intangible assets, net...... $10,396  $14,147
                                                 =======  =======
</TABLE>

(8)  Long-term Debt

   Long-term debt was summarized as follows:
<TABLE>
<CAPTION>
                                                 Interest   Interest    Dec. 30, Dec. 31,
                                        Maturity   Rate       Paid        2001     2000
                                        -------- -------- ------------- -------- --------
In Thousands
<S>                                     <C>      <C>      <C>           <C>      <C>
Lines of Credit........................   2002               Varies     $     -- $ 12,900
Term Loan Agreement....................   2004     2.64%     Varies       85,000   85,000
Term Loan Agreement....................   2005     2.64%     Varies       85,000   85,000
Medium-Term Notes......................   2002     8.56%  Semi-annually   47,000   47,000
Debentures.............................   2007     6.85%  Semi-annually  100,000  100,000
Debentures.............................   2009     7.20%  Semi-annually  100,000  100,000
Debentures.............................   2009     6.38%  Semi-annually  250,000  250,000
Other notes payable....................   2002-    5.75%-    Varies        9,864   12,250
                                          2006    10.00%
                                          ----    -----   ------------- -------- --------
Less: Portion of long-term debt payable                                  676,864  692,150
  within one year......................                                   56,708    9,904
                                                                        -------- --------
Long-term debt.........................                                 $620,156 $682,246
                                                                        ======== ========
</TABLE>

                                      37

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


   The principal maturities of long-term debt outstanding on December 30, 2001
were as follows:

<TABLE>
<CAPTION>
                         In Thousands
                         <S>                  <C>
                         2002................ $ 56,708
                         2003................       31
                         2004................   85,025
                         2005................   85,020
                         2006................       80
                         Thereafter..........  450,000
                                              --------
                         Total long-term debt $676,864
                                              ========
</TABLE>

   The Company has a revolving credit facility for borrowings of up to $170
million that matures in December 2002. The Company intends to negotiate a new
revolving credit facility to replace the current facility. The agreement
contains covenants which establish ratio requirements related to debt, interest
expense and cash flow. A facility fee of  1/8% per year on the banks'
commitment is payable quarterly. There was no outstanding balance under this
facility as of December 30, 2001.

   The Company borrows periodically under its available lines of credit. These
lines of credit, in the aggregate amount of $95 million at December 30, 2001,
are made available at the discretion of the three participating banks and may
be withdrawn at any time by such banks. There were no borrowings outstanding
under the lines of credit as of December 30, 2001. The Company intends to
refinance short-term maturities with currently available lines of credit.

   In January 1999, the Company filed an $800 million shelf registration for
debt and equity securities. The Company used this shelf registration to issue
$250 million of long-term debentures in 1999. The Company currently has $550
million available for use under this shelf registration.

   After taking into account all of the interest rate hedging activities, the
Company had a weighted average interest rate of 5.7% for the debt portfolio as
of December 30, 2001 compared to 7.1% at December 31, 2000. The Company's
overall weighted average borrowing rate on its long-term debt was 6.5%, 7.3%
and 6.8% for 2001, 2000 and 1999, respectively.

   As of December 30, 2001, approximately $230 million or 34% of the total debt
portfolio was subject to changes in short-term interest rates. The Company
considers all floating rate debt and fixed rate debt with a maturity of less
than one year to be subject to changes in short-term interest rates.

   If average interest rates for the floating rate component of the Company's
debt portfolio increased by 1%, annual interest expense for the year ended
December 30, 2001 would have increased by approximately $2.2 million and net
income would have been reduced by approximately $1.4 million.

   With regards to the Company's $170 million term loan agreement, the Company
must maintain its public debt ratings at investment grade as determined by both
Moody's and Standard & Poor's. If the Company's public debt ratings fall below
investment grade within 90 days after the public announcement of certain
designated events and such ratings stay below investment grade for an
additional 40 days, a trigger event resulting in a default occurs. The Company
does not anticipate a trigger event will occur.

                                      38

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


(9)  Derivative Financial Instruments

   The Company uses interest rate hedging products to modify risk from interest
rate fluctuations. The Company has historically used derivative financial
instruments from time to time to achieve a targeted fixed/floating interest
rate mix. This target is based upon anticipated cash flows from operations
relative to the Company's debt level and the potential impact of increases in
interest rates on the Company's overall financial condition.

   The Company does not use derivative financial instruments for trading or
other speculative purposes nor does it use leveraged financial instruments. All
of the Company's outstanding interest rate swap agreements are LIBOR-based.

   Derivative financial instruments were summarized as follows:

<TABLE>
<CAPTION>
                                   December 30, 2001   December 31, 2000
                                   ------------------ -------------------
                                   Notional Remaining Notional Remaining
                                    Amount    Term     Amount    Term
                                   -------- --------- -------- ----------
      In Thousands
      <S>                          <C>      <C>       <C>      <C>
      Interest rate swap-fixed.... $27,000  .95 years
      Interest rate swap-fixed....  19,000  .95 years
      Interest rate swaps-floating                    $100,000 8.25 years
</TABLE>

   In October 2001, the Company terminated two interest rate swaps with a total
notional amount of $100 million. The gain of $6.7 million from the termination
of these swaps is being amortized as an adjustment to interest expense over 7.5
years, the remaining term of the initial swap agreements which corresponds to
the life of the debt instrument being hedged.

   In December 2001, interest rate swap agreements were entered into with a
total notional amount of $46 million. These new swap agreements are accounted
for as cash flow hedges. These agreements allowed the Company to fix the
interest rate on certain variable rate lease obligations.

   The counterparties to these contractual arrangements are major financial
institutions with which the Company also has other financial relationships. The
Company is exposed to credit loss in the event of nonperformance by these
counterparties. However, the Company does not anticipate nonperformance by the
other parties.

(10)  Fair Values of Financial Instruments


   The following methods and assumptions were used by the Company in estimating
the fair values of its financial instruments:

   Cash, Accounts Receivable and Accounts Payable:  The fair values of cash,
accounts receivable and accounts payable approximate carrying values due to the
short maturity of these financial instruments.

   Public Debt:  The fair values of the Company's public debt are based on
estimated market prices.

   Non-Public Variable Rate Long-Term Debt:  The carrying amounts of the
Company's variable rate borrowings approximate their fair values.

                                      39

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


   Non-Public Fixed Rate Long-Term Debt:  The fair values of the Company's
fixed rate long-term borrowings are estimated using discounted cash flow
analyses based on the Company's current incremental borrowing rates for similar
types of borrowing arrangements.

   Derivative Financial Instruments:  Fair values for the Company's interest
rate swaps are based on current settlement values.

   The carrying amounts and fair values of the Company's long-term debt and
derivative financial instruments were as follows:

<TABLE>
<CAPTION>
                                          December 30, 2001  December 31, 2000
                                         ------------------  -----------------
                                         Carrying   Fair     Carrying  Fair
                                          Amount    Value     Amount   Value
                                         --------  --------  -------- --------
 In Thousands
 <S>                                     <C>       <C>       <C>      <C>
 Public debt............................ $497,000  $493,993  $497,000 $480,687
 Non-public variable rate long-term debt  170,000   170,000   182,900  182,900
 Non-public fixed rate long-term debt...    9,864     9,868    12,250   12,433
 Interest rate swaps....................       (7)       (7)             1,669
</TABLE>

   The fair values of the interest rate swaps at December 30, 2001 represent
the estimated amount the Company would have received upon termination of these
agreements. The fair values of the interest rate swaps at December 31, 2000
represent the estimated amount the Company would have had to pay to terminate
these agreements.

(11)  Commitments and Contingencies

   Operating lease payments are charged to expense as incurred. Such rental
expenses included in the consolidated statements of operations were $12.4
million, $15.7 million and $13.7 million for 2001, 2000 and 1999, respectively.

   The following is a summary of future minimum lease payments for all capital
leases and operating leases as of December 30, 2001.

<TABLE>
<CAPTION>
                                                          Capital Operating
                                                          Leases   Leases    Total
                                                          ------- --------- -------
In Thousands
<S>                                                       <C>     <C>       <C>
2002..................................................... $1,489   $ 9,905  $11,394
2003.....................................................    798     9,144    9,942
2004.....................................................    313     8,818    9,131
2005.....................................................            8,149    8,149
2006.....................................................            7,980    7,980
Thereafter...............................................           24,493   24,493
                                                          ------   -------  -------
Total minimum lease payments............................. $2,600   $68,489  $71,089
                                                                   =======  =======
Less: Amounts representing interest......................    176
                                                          ------
Present value of minimum lease payments..................  2,424
Less: Current portion of obligations under capital leases  1,489
                                                          ------
Long-term portion of obligations under capital leases.... $  935
                                                          ======
</TABLE>

   The Company is a member of South Atlantic Canners, Inc. ("SAC"), a
manufacturing cooperative, from which it is obligated to purchase a specified
number of cases of finished product on an annual basis. The

                                      40

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

contractual minimum annual purchases required from SAC are approximately $40
million. See Note 15 to the consolidated financial statements for additional
information concerning SAC.

   The Company guarantees a portion of the debt for one cooperative from which
the Company purchases plastic bottles. The Company also guarantees a portion of
debt for SAC. See Note 15 to the consolidated financial statements for
additional information concerning these financial guarantees. The total of all
debt guarantees on December 30, 2001 was $37.4 million.

   The Company entered into a purchase agreement for aluminum cans on an annual
basis through 2003. The estimated annual purchases under this agreement are
approximately $100 million for 2002 and 2003.

   On August 3, 1999, North American Container, Inc. filed a complaint in the
United States District Court for the Northern District of Texas against the
Company and 44 other defendants. By its First Amended Complaint filed in April
2000, the plaintiff seeks to enforce United States Reissue Patent No. RIE
36,639 and alleges that the plastic containers used by the Company in
connection with the distribution of soft drinks and other products infringe the
patent. The Company has notified its suppliers of the lawsuit and has asserted
indemnification claims against them. The Company's suppliers have assumed the
defense of the claim pursuant to a written agreement providing for
indemnification. The Company's suppliers are vigorously defending the claim and
the Company believes it has meritorious defenses against the imposition of any
liability in this action.

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

(12)  Income Taxes

   The provision for income taxes consisted of the following:

<TABLE>
<CAPTION>
                                              Fiscal Year
                                          --------------------
                                           2001   2000   1999
                                          ------ ------ ------
                 In Thousands
                 <S>                      <C>    <C>    <C>
                 Current:
                    Federal.............. $   -- $   -- $   --
                                          ------ ------ ------
                 Total current provision.     --     --     --
                                          ------ ------ ------
                 Deferred:
                    Federal..............    891    865    206
                    State................  1,335  2,676  1,539
                                          ------ ------ ------
                 Total deferred provision  2,226  3,541  1,745
                                          ------ ------ ------
                 Income tax expense...... $2,226 $3,541 $1,745
                                          ====== ====== ======
</TABLE>

                                      41

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


   Deferred income taxes are recorded based upon differences between the
financial statement and tax bases of assets and liabilities and available tax
credit carryforwards. Temporary differences and carryforwards that comprised
deferred income tax assets and liabilities were as follows:

<TABLE>
<CAPTION>
                                                                       Dec. 30, 2001 Dec. 31, 2000
                                                                       ------------- -------------
In Thousands
<S>                                                                    <C>           <C>
Intangible assets.....................................................   $  80,506     $ 105,746
Depreciation..........................................................      94,955        83,943
Investment in Piedmont................................................      25,202        27,428
Lease obligations.....................................................          --        19,775
Other.................................................................      18,543        13,315
                                                                         ---------     ---------
Gross deferred income tax liabilities.................................     219,206       250,207
                                                                         ---------     ---------
Net operating loss carryforwards......................................     (60,334)      (80,446)
Leased assets.........................................................          --       (15,820)
AMT credits...........................................................     (17,562)      (12,030)
Deferred compensation.................................................      (7,082)       (4,152)
Postretirement benefits...............................................     (12,101)      (11,858)
Interest rate swap terminations.......................................      (4,748)       (2,624)
                                                                         ---------     ---------
Gross deferred income tax assets......................................    (101,827)     (126,930)
                                                                         ---------     ---------
Valuation allowance for deferred tax assets...........................      34,526        35,048
                                                                         ---------     ---------
Net deferred income tax liabilities...................................     151,905       158,325
                                                                         ---------     ---------
Tax benefit of minimum pension liability adjustment...................      (6,732)
Tax benefit related to Piedmont's accumulated other comprehensive loss      (1,119)
Current deferred tax assets...........................................     (10,311)       (9,670)
                                                                         ---------     ---------
Deferred income tax liability.........................................   $ 133,743     $ 148,655
                                                                         =========     =========
</TABLE>

   Except for amounts for which a valuation allowance has been provided, the
Company believes the other deferred tax assets will be realized primarily
through the reversal of existing temporary differences. The valuation allowance
of $34.5 million and $35.0 million as of December 30, 2001 and December 31,
2000, respectively, relates primarily to state net operating loss carryforwards.

   Reported income tax expense is reconciled to the amount computed on the
basis of income before income taxes at the statutory rate as follows:

<TABLE>
<CAPTION>
                                                         Fiscal Year
                                                   -----------------------
                                                    2001     2000    1999
                                                   -------  ------  ------
     In Thousands
     <S>                                           <C>      <C>     <C>
     Statutory expense............................ $ 4,094  $3,442  $1,745
     Amortization of franchise and goodwill assets     486     418     373
     State income taxes, net of federal benefit...     307     548     257
     Valuation allowance change...................    (522)   (539)   (538)
     Favorable tax settlement.....................  (2,850)
     Other........................................     711    (328)    (92)
                                                   -------  ------  ------
     Income tax expense........................... $ 2,226  $3,541  $1,745
                                                   =======  ======  ======
</TABLE>

                                      42

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


   On December 30, 2001, the Company had $58 million and $87 million of federal
and state net operating losses, respectively, available to reduce future income
taxes. The net operating loss carryforwards expire in varying amounts through
2021.

(13)  Capital Transactions

   On March 8, 1989, the Company granted J. Frank Harrison, Jr. an option for
the purchase of 100,000 shares of Common Stock exercisable at the closing
market price of the stock on the day of grant. The closing market price of the
stock on March 8, 1989 was $27.00 per share. The option is exercisable, in
whole or in part, at any time at the election of Mr. Harrison, Jr. over a
period of 15 years from the date of grant. This option has not been exercised
with respect to any such shares.

   On August 9, 1989, the Company granted J. Frank Harrison, III an option for
the purchase of 150,000 shares of Common Stock exercisable at the closing
market price of the stock on the day of grant. The closing market price of the
stock on August 9, 1989 was $29.75 per share. The option may be exercised, in
whole or in part, during a period of 15 years beginning on the date of grant.
This option has not been exercised with respect to any such shares.

   Effective November 23, 1998, J. Frank Harrison, Jr. exchanged 792,796 shares
of the Company's Common Stock for 792,796 shares of Class B Common Stock in a
transaction previously approved by the Company's Board of Directors (the
"Harrison Exchange"). Mr. Harrison, Jr. already owned the shares of Common
Stock used to make this exchange. This exchange took place in connection with a
series of simultaneous transactions related to Mr. Harrison, Jr.'s personal
estate planning.

   Pursuant to a Stock Rights and Restriction Agreement dated January 27, 1989,
between the Company and The Coca-Cola Company, in the event that the Company
issues new shares of Class B Common Stock upon the exchange or exercise of any
security, warrant or option of the Company which results in The Coca-Cola
Company owning less than 20% of the outstanding shares of Class B Common Stock
and less than 20% of the total votes of all outstanding shares of all classes
of the Company, The Coca-Cola Company has the right to exchange shares of
Common Stock for shares of Class B Common Stock in order to maintain its
ownership of 20% of the outstanding shares of Class B Common Stock and 20% of
the total votes of all outstanding shares of all classes of the Company. Under
the Stock Rights and Restrictions Agreement, The Coca-Cola Company also has a
preemptive right to purchase a percentage of any newly issued shares of any
class as necessary to allow it to maintain ownership of both 29.67% of the
outstanding shares of Common Stock of all classes and 22.59% of the total votes
of all outstanding shares of all classes. Effective November 23, 1998, in
connection with the Harrison Exchange and the related Harrison family limited
partnership transactions, The Coca-Cola Company, in the exercise of its rights
under the Stock Rights and Restrictions Agreement, exchanged 228,512 shares of
the Company's Common Stock which it held for 228,512 shares of the Company's
Class B Common Stock.

   On May 12, 1999, the stockholders of the Company approved a restricted stock
award for J. Frank Harrison, III, the Company's Chairman of the Board of
Directors and Chief Executive Officer, consisting of 200,000 shares of the
Company's Class B Common Stock. The award provides that the shares of
restricted stock vest at the rate of 20,000 shares per year over a ten-year
period. The vesting of each annual installment is contingent upon the Company
achieving at least 80% of the Overall Goal Achievement Factor for the six
selected performance indicators used in determining bonuses for all officers
under the Company's Annual Bonus Plan. In 2001, the Company achieved more than
80% of the Overall Goal Achievement Factor which resulted in the vesting of
20,000 shares, effective as of January 1, 2002. Compensation expense in 2001
related to the restricted stock award was $1.4 million. In 2000, the Company
achieved more than 80% of the Overall Goal Achievement Factor which resulted in
the vesting of 20,000 shares, effective as of January 1, 2001. Compensation
expense in 2000

                                      43

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

related to the restricted stock award was $1.4 million. In 1999, the Company
did not achieve at least 80% of the Overall Goal Achievement Factor and thus,
the 20,000 shares of restricted stock for 1999 did not vest.

   Shares of Class B Common Stock are convertible on a share-for-share basis
into shares of Common Stock. There is no trading market for the Company's Class
B Common Stock.

(14)  Benefit Plans

   Retirement benefits under the Company's principal pension plan are based on
the employee's length of service, average compensation over the five
consecutive years which gives the highest average compensation and the average
of the Social Security taxable wage base during the 35-year period before a
participant reaches Social Security retirement age. Contributions to the plan
are based on the projected unit credit actuarial funding method and are limited
to the amounts that are currently deductible for income tax purposes.

   The following tables set forth a reconciliation of the beginning and ending
balances of the projected benefit obligation, a reconciliation of beginning and
ending balances of the fair value of plan assets and funded status of the two
Company-sponsored pension plans:

<TABLE>
<CAPTION>
                                                           Fiscal Year
                                                        -----------------
                                                          2001     2000
                                                        --------  -------
      In Thousands
      <S>                                               <C>       <C>
      Projected benefit obligation at beginning of year $ 86,353  $81,121
      Service cost.....................................    3,290    3,606
      Interest cost....................................    6,578    6,180
      Actuarial (gain) loss............................    8,894   (1,732)
      Benefits paid....................................   (2,999)  (2,855)
      Other............................................      211       33
                                                        --------  -------
      Projected benefit obligation at end of year...... $102,327  $86,353
                                                        --------  -------
      Fair value of plan assets at beginning of year... $ 87,723  $88,609
      Actual return on plan assets.....................   (4,461)  (1,100)
      Employer contributions...........................      309    3,069
      Benefits paid....................................   (2,999)  (2,855)
                                                        --------  -------
      Fair value of plan assets at end of year......... $ 80,572  $87,723
                                                        --------  -------
</TABLE>

<TABLE>
<CAPTION>
                                                Dec. 30, 2001 Dec. 31, 2000
                                                ------------- -------------
     In Thousands
     <S>                                        <C>           <C>
     Funded status of the plans................   $(21,755)      $1,370
     Unrecognized prior service cost...........         21         (324)
     Unrecognized net loss.....................     29,116        8,012
                                                  --------       ------
     Net amount recognized.....................   $  7,382       $9,058
                                                  --------       ------
     Accrued benefit liability.................   $(10,334)
     Prepaid pension cost......................                  $9,058
     Accumulated other comprehensive income....     17,716
                                                  --------       ------
     Net amount recognized in the balance sheet   $  7,382       $9,058
                                                  --------       ------
</TABLE>

                                      44

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


   Net periodic pension cost for the Company-sponsored pension plans included
the following:

<TABLE>
<CAPTION>
                                                   Fiscal Year
                                            -------------------------
                                             2001     2000     1999
                                            -------  -------  -------
         In Thousands
         <S>                                <C>      <C>      <C>
         Service cost...................... $ 3,290  $ 3,606  $ 3,375
         Interest cost.....................   6,578    6,180    5,508
         Expected return on plan assets....  (7,763)  (7,963)  (6,659)
         Amortization of prior service cost    (135)    (133)    (135)
         Recognized net actuarial loss.....      15               965
                                            -------  -------  -------
         Net periodic pension cost......... $ 1,985  $ 1,690  $ 3,054
                                            =======  =======  =======
</TABLE>

   The weighted average rate assumptions used in determining net periodic
pension cost and the projected benefit obligation were:

<TABLE>
<CAPTION>
                                                                                      2001  2000
                                                                                      ----- -----
<S>                                                                                   <C>   <C>
Weighted average discount rate used in determining the actuarial present value of the
  projected benefit obligation....................................................... 7.75% 7.75%
Weighted average expected long-term rate of return on plan assets.................... 9.00% 9.00%
Weighted average rate of compensation increase....................................... 4.00% 4.00%
</TABLE>

   The Company also participates in various multi-employer pension plans
covering certain employees who are part of collective bargaining agreements.
Total pension expense for multi-employer plans was $1.2 million, $1.1 million
and $1.2 million in 2001, 2000 and 1999, respectively.

   The Company provides a 401(k) Savings Plan for substantially all of its
employees who are not part of collective bargaining agreements. Under
provisions of the Savings Plan, an employee is vested with respect to Company
contributions upon the completion of two years of service with the Company. The
total cost for this benefit in 2001, 2000 and 1999 was $2.8 million, $3.1
million and $3.2 million, respectively.

   The Company currently provides employee leasing and management services to
Piedmont and SAC. Piedmont and SAC employees participate in the Company's
employee benefit plans.

   The Company provides postretirement benefits for substantially all of its
employees. The Company recognizes the cost of postretirement benefits, which
consist principally of medical benefits, during employees' periods of active
service. The Company does not pre-fund these benefits and has the right to
modify or terminate certain of these benefits in the future. The Company
amended certain provisions of this postretirement benefit plan in 2001. Under
the amended plan, qualifying active employees will be eligible for coverage
upon retirement until they become eligible for Medicare (normally age 65), at
which time coverage under the plan will cease.

                                      45

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


   The following tables set forth a reconciliation of the beginning and ending
balances of the benefit obligation, a reconciliation of the beginning and
ending balances of fair value of plan assets and funded status of the Company's
postretirement plan:

<TABLE>
<CAPTION>
                                                       Fiscal Year
                                                    ----------------
                                                     2001     2000
                                                    -------  -------
           In Thousands
           <S>                                      <C>      <C>
           Benefit obligation at beginning of year. $47,960  $36,501
           Service cost............................     331      852
           Interest cost...........................   3,253    2,816
           Plan participants' contributions........     675      607
           Actuarial loss..........................     252   10,251
           Benefits paid...........................  (3,423)  (3,067)
           Change in plan provisions...............  (2,988)
                                                    -------  -------
           Benefit obligation at end of year....... $46,060  $47,960
                                                    -------  -------
           Fair value of plan assets at beginning
             of year............................... $    --  $    --
           Employer contributions..................   2,748    2,460
           Plan participants' contributions........     675      607
           Benefits paid...........................  (3,423)  (3,067)
                                                    -------  -------
           Fair value of plan assets at end of year $    --  $    --
                                                    -------  -------
</TABLE>

<TABLE>
<CAPTION>
                                               Dec. 30,  Dec. 31,
                                                 2001      2000
                                               --------  --------
             In Thousands
             <S>                               <C>       <C>
             Funded status of the plan........ $(46,060) $(47,960)
             Unrecognized net loss............   20,559    21,414
             Unrecognized prior service cost..   (2,962)     (271)
             Contributions between measurement
               date and fiscal year-end.......      738       864
                                               --------  --------
             Accrued liability................ $(27,725) $(25,953)
                                               ========  ========
</TABLE>

   The components of net periodic postretirement benefit cost were as follows:


<TABLE>
<CAPTION>
                                                           Fiscal Year
                                                     ----------------------
                                                      2001    2000    1999
                                                     ------  ------  ------
    In Thousands
    <S>                                              <C>     <C>     <C>
    Service cost.................................... $  331  $  852  $  954
    Interest cost...................................  3,253   2,816   2,608
    Amortization of unrecognized transitional assets    (25)    (25)    (25)
    Recognized net actuarial loss...................  1,106     493     745
    Amortization of prior service cost..............   (271)
                                                     ------  ------  ------
    Net periodic postretirement benefit cost........ $4,394  $4,136  $4,282
                                                     ======  ======  ======
</TABLE>

   The weighted average discount rate used to estimate the postretirement
benefit obligation was 7.75% as of December 30, 2001 and December 31, 2000,
respectively.

   The weighted average health care cost trend used in measuring the
postretirement benefit expense was 12% in 2001 graded down 1% per year to an
ultimate rate of 5%. A 1% increase or decrease in this annual cost trend

                                      46

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

would have impacted the postretirement benefit obligation and net periodic
postretirement benefit cost as follows:

<TABLE>
<CAPTION>
 In Thousands
 Impact on                                              1% Increase 1% Decrease
 ---------                                              ----------- -----------
 <S>                                                    <C>         <C>
 Postretirement benefit obligation at December 30, 2001   $9,719      $(8,104)
 Net periodic postretirement benefit cost in 2001......      790         (658)
</TABLE>

(15)  Related Party Transactions

   The Company's business consists primarily of the production, marketing and
distribution of soft drink products of The Coca-Cola Company, which is the sole
owner of the secret formulas under which the primary components (either
concentrates or syrups) of its soft drink products are manufactured.
Accordingly, the Company purchases a substantial majority of its requirements
of concentrates and syrups from The Coca-Cola Company in the ordinary course of
its business. The Company paid The Coca-Cola Company approximately $241
million, $237 million and $258 million in 2001, 2000 and 1999, respectively,
for sweetener, syrup, concentrate and other miscellaneous purchases. The
Company engages in a variety of marketing programs, local media advertising and
similar arrangements to promote the sale of products of The Coca-Cola Company
in bottling territories operated by the Company. Direct marketing funding and
other support provided to the Company by The Coca-Cola Company was
approximately $52 million, $52 million and $70 million in 2001, 2000 and 1999,
respectively. The Company paid approximately $27 million, $26 million and $29
million in 2001, 2000 and 1999, respectively, for local media and marketing
program expense pursuant to cooperative advertising and cooperative marketing
arrangements with The Coca-Cola Company.

   The Company has a production arrangement with Coca-Cola Enterprises Inc.
("CCE") to buy and sell finished products at cost. Sales to CCE under this
agreement were $21.0 million, $20.0 million and $21.0 million in 2001, 2000 and
1999, respectively. Purchases from CCE under this arrangement were $21.0
million, $15.0 million and $15.3 million in 2001, 2000 and 1999, respectively.
The Coca-Cola Company has significant equity interests in the Company and CCE.
As of December 30, 2001, CCE had a 7.95% equity interest in the Company's total
outstanding Common Stock and Class B Common Stock.

   The Company entered into an agreement for consulting services with J. Frank
Harrison, Jr. beginning in 1997. Payments in 2001, 2000 and 1999 related to the
consulting services agreement totaled $200,000 each year.

   On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont.
Prior to January 2, 2002, the Company and The Coca-Cola Company, through their
respective subsidiaries, each beneficially owned a 50% interest in Piedmont. On
January 2, 2002, the Company purchased an additional 4.651% interest in
Piedmont from The Coca-Cola Company, increasing the Company's ownership in
Piedmont to 54.651%. The Company provides a portion of the soft drink products
for Piedmont at cost and receives a fee for managing the operations of Piedmont
pursuant to a management agreement. The Company sold product at cost to
Piedmont during 2001, 2000 and 1999 totaling $53.0 million, $53.5 million and
$56.4 million, respectively. The Company received $17.8 million, $13.6 million
and $14.2 million for management services pursuant to its management agreement
with Piedmont for 2001, 2000 and 1999, respectively.

   The Company also subleases various fleet and vending equipment to Piedmont
at cost. These sublease rentals amounted to $11.2 million, $11.0 million and
$10.0 million in 2001, 2000 and 1999, respectively. In addition, Piedmont
subleases various fleet and vending equipment to the Company at cost. These
sublease rentals amounted to $.2 million, each year for all periods presented.

                                      47

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


   On November 30, 1992, the Company and the previous owner of the Company's
Snyder Production Center in Charlotte, North Carolina, who was unaffiliated
with the Company, agreed to the early termination of the Company's lease.
Harrison Limited Partnership One ("HLP") purchased the property
contemporaneously with the termination of the lease, and the Company leased its
Snyder Production Center from HLP pursuant to a ten-year lease that was to
expire on November 30, 2002. HLP's sole general partner is a corporation of
which J. Frank Harrison, Jr. is the sole shareholder. HLP's sole limited
partner is a trust of which J. Frank Harrison, III, Chairman of the Board of
Directors and Chief Executive Officer of the Company, and Reid M. Henson,
Director of the Company, are co-trustees. On August 9, 2000, a Special
Committee of the Board of Directors approved the sale by the Company of
property and improvements adjacent to the Snyder Production Center to HLP and a
new lease of both the conveyed property and the Snyder Production Center from
HLP, which expires on December 31, 2010. The sale closed on December 15, 2000
at a price of $10.5 million. The annual base rent the Company is obligated to
pay for its lease of this property is subject to adjustment for an inflation
factor and for increases or decreases in interest rates, using LIBOR as the
measurement device. Rent expense for these properties totaled $3.3 million,
$2.9 million and $2.6 million in 2001, 2000 and 1999, respectively.

   In May 2000, the Company entered into a five-year consulting agreement with
Reid M. Henson. Mr. Henson served as a Vice Chairman of the Board of Directors
from 1983 to May 2000. Payments in 2001 and 2000 related to the consulting
agreement totaled $350,000 and $204,000, respectively.

   On June 1, 1993, the Company entered into a lease agreement with Beacon
Investment Corporation related to the Company's headquarters office building.
Beacon Investment Corporation's sole shareholder is J. Frank Harrison, III. On
January 5, 1999, the Company entered into a new ten-year lease agreement with
Beacon Investment Corporation which includes the Company's headquarters office
building and an adjacent office facility. The annual base rent the Company is
obligated to pay under this lease is subject to adjustment for increases in the
Consumer Price Index and for increases or decreases in interest rates using the
Adjusted Eurodollar Rate as the measurement device. Rent expense under this
lease totaled $3.3 million, $3.6 million and $3.1 million in 2001, 2000 and
1999, respectively.

   The Company is a shareholder in two cooperatives from which it purchases
substantially all its requirements for plastic bottles. Net purchases from
these entities were approximately $50 million, $49 million and $45 million in
2001, 2000 and 1999, respectively. In connection with its participation in one
of these cooperatives, the Company has guaranteed a portion of the
cooperative's debt. Such guarantee amounted to $20.4 million as of December 30,
2001.

   The Company is a member of SAC, a manufacturing cooperative. SAC sells
finished products to the Company and Piedmont at cost. Purchases from SAC by
the Company and Piedmont for finished products were $110 million, $110 million
and $109 million in 2001, 2000 and 1999, respectively. The Company also manages
the operations of SAC pursuant to a management agreement. Management fees from
SAC were $1.2 million, $1.0 million and $1.3 million in 2001, 2000 and 1999,
respectively. Also, the Company has guaranteed a portion of debt for SAC. Such
guarantee was $16.8 million as of December 30, 2001.

   The Company purchases certain computerized data management products and
services related to inventory control and marketing program support from Data
Ventures LLC ("Data Ventures"), a Delaware limited liability company in which
the Company holds a 31.25% equity interest. J. Frank Harrison, III, Chairman of
the Board of Directors and Chief Executive Officer of the Company, holds a
32.5% equity interest in Data Ventures. On September 30, 1997, Data Ventures
obtained a $1.9 million unsecured line of credit from the Company. In December
1999, this line of credit was increased to $3.0 million. In July 2001, this
line of credit was increased to $4.5 million. Data Ventures was indebted to the
Company for $3.9 million and $2.8 million as of December 30,

                                      48

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

2001 and December 31, 2000, respectively. The Company recorded a loan loss
provision of $1.6 million, $.2 million and $.6 million in 2001, 2000 and 1999,
respectively, related to its outstanding loan to Data Ventures. The Company
purchased products and services from Data Ventures for $435,000, $414,000 and
$154,000 in 2001, 2000 and 1999, respectively.

(16)  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 restructuring has
been completed and substantially all amounts have been paid.

(17)  Earnings Per Share

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


<TABLE>
<CAPTION>
                                                                Fiscal Year
                                                            --------------------
                                                             2001   2000   1999
                                                            ------ ------ ------
In Thousands (Except Per Share Data)
<S>                                                         <C>    <C>    <C>
Numerator:
Numerator for basic net income and diluted net income...... $9,470 $6,294 $3,241

Denominator:
Denominator for basic net income per
  share--weighted average common shares....................  8,753  8,733  8,588
Effect of dilutive securities--Stock options...............     68     89    120
                                                            ------ ------ ------
Denominator for diluted net income per
  share--adjusted weighted average common shares...........  8,821  8,822  8,708
                                                            ------ ------ ------
Basic net income per share................................. $ 1.08 $  .72 $  .38
                                                            ====== ====== ======
Diluted net income per share............................... $ 1.07 $  .71 $  .37
                                                            ====== ====== ======
</TABLE>

(18)  Risks And Uncertainties

   Approximately 90% of the Company's sales are products of The Coca-Cola
Company, which is the sole supplier of the concentrate required to manufacture
these products. The remaining 10% of the Company's sales are products of
various other beverage companies. The Company has bottling contracts under
which it has various requirements to meet. Failure to meet the requirements of
these bottling contracts could result in the loss of distribution rights for
the respective product.

   The Company currently obtains all of its aluminum cans from one domestic
supplier. The Company currently obtains all of its PET bottles from two
domestic cooperatives. The inability of either of these aluminum can or PET
bottle suppliers to meet the Company's requirement for containers could result
in short-term shortages until alternative sources of supply could be located.
The Company attempts to mitigate these risks by working closely with key
suppliers and by purchasing business interruption insurance where appropriate.

                                      49

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


   The Company's products are sold and distributed directly by its employees to
retail stores and other outlets. During 2001, approximately 78% of the
Company's physical case volume was sold in the take-home channel through
supermarkets, convenience stores, drug stores and mass merchandisers. However,
no individual customer accounted for as much as 10% of the Company's total
sales volume.

   The Company makes significant expenditures each year on fuel for product
delivery. Material increases in the cost of fuel may result in a reduction in
earnings to the extent the Company is not able to increase its selling prices
to offset the increase in fuel costs.

   Certain liabilities of the Company are subject to risk of changes in both
long-term and short-term interest rates. These liabilities include floating
rate debt, leases with payments determined on floating interest rates,
postretirement benefit obligations and the Company's nonunion pension liability.

   Less than 10% of the Company's labor force is currently covered by
collective bargaining agreements. Two collective bargaining contracts covering
approximately 6% of the Company's employees expire during 2002.

   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. In August 2000, the Company and the respective local unions
settled all outstanding issues.

   Material changes in the performance requirements or decreases in levels of
marketing funding historically provided under marketing programs with The
Coca-Cola Company and other franchisers, or the Company's inability to meet the
performance requirements for the anticipated levels of such marketing funding
support payments, would adversely affect future earnings. The Coca-Cola Company
is under no obligation to continue marketing funding at past levels.

   Changes in the market value of assets in the Company's pension plan as well
as material changes in interest rates, may result in significant changes in net
periodic pension cost and Company contributions to the plan.

   Changes in the insurance markets may significantly impact insurance
premiums, or in certain situations, may impact the Company's ability to secure
insurance coverages.

                                      50

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


(19)  Supplemental Disclosures of Cash Flow Information

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


<TABLE>
<CAPTION>
                                                                       Fiscal Year
                                                               --------------------------
                                                                2001      2000     1999
                                                               -------  --------  -------
In Thousands
<S>                                                            <C>      <C>       <C>
Accounts receivable, trade, net............................... $(1,313) $ (2,294) $(1,017)
Accounts receivable from The Coca-Cola Company................   1,445       638    4,073
Accounts receivable, other....................................   2,994     5,691   (5,419)
Inventories...................................................     586       712   (2,487)
Prepaid expenses and other assets.............................     647      (757)   2,542
Accounts payable, trade.......................................   6,893      (249)      22
Accounts payable to The Coca-Cola Company.....................   4,123     1,456   (2,848)
Other accrued liabilities.....................................   3,848   (22,145)  14,046
Accrued compensation..........................................   3,906     7,041   (3,079)
Accrued interest payable......................................   1,395    (6,347)   1,505
Due to Piedmont...............................................   8,246    13,700    2,301
                                                               -------  --------  -------
(Increase) decrease in current assets less current liabilities $32,770  $ (2,554) $ 9,639
                                                               =======  ========  =======
</TABLE>

   Cash payments for interest and income taxes were as follows:

<TABLE>
<CAPTION>
                                                              Fiscal Year
                                                        -----------------------
                                                         2001    2000    1999
                                                        ------- ------- -------
 In Thousands
 <S>                                                    <C>     <C>     <C>
 Interest.............................................. $42,084 $58,736 $48,221
 Income taxes (net of refunds).........................   2,673   2,830   1,939
</TABLE>

(20)  New Accounting Pronouncements

   In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141, "Business Combinations,"
("SFAS No. 141") and Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets," ("SFAS No. 142"). These standards
require that all business combinations be accounted for using the purchase
method and that goodwill and intangible assets with indefinite useful lives not
be amortized but instead be tested for impairment at least annually. These
standards provide guidelines for new disclosure requirements and outline the
criteria for initial recognition and measurement of intangibles, assignment of
assets and liabilities including goodwill to reporting units and goodwill
impairment testing. The provisions of SFAS Nos. 141 and 142 apply to all
business combinations consummated after June 30, 2001. The provisions of SFAS
No. 142 for existing goodwill and other intangible assets are required to be
implemented effective the first day of fiscal year 2002. The Company
anticipates the adoption of SFAS No. 142 will reduce amortization expense in
2002 by approximately $12.6 million for the Company and by approximately $8.4
million for Piedmont.

   In October 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
("SFAS No. 144"). SFAS No. 144 supersedes Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of," but it retains many of the fundamental
provisions of that Statement. SFAS No. 144 also extends the reporting
requirements to report separately as discontinued operations, components of an

                                      51

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

entity that have either been disposed of or classified as held for sale. The
provisions of SFAS No. 144 are required to be adopted at the beginning of
fiscal year 2002. The Company believes that such adoption will not have a
material effect on its financial statements.

   EITF No. 01-09 "Accounting for Consideration Given by a Vendor to a Customer
or Reseller of Vendor's Products" is effective for the Company at the beginning
of fiscal year 2002 and will require certain expenses currently classified as
selling, general and administrative expenses to be reclassified as deductions
from net sales. This change will occur beginning in the first quarter of 2002
and all comparable periods will be reclassified. The Company estimates that
approximately $28.6 million of net expense associated with payments to
customers in 2001 which were previously classified as selling, general and
administrative expenses will be reclassified as a reduction in net sales in
accordance with the EITF consensus.

(21)  Quarterly Financial Data (Unaudited)

   Set forth below are unaudited quarterly financial data for the fiscal years
ended December 30, 2001 and December 31, 2000.

<TABLE>
<CAPTION>
                                                       Quarter
                                        ------------------------------------
                                           1         2        3        4
                                        --------  -------- -------- --------
   In Thousands (Except Per Share Data)
   <S>                                  <C>       <C>      <C>      <C>
   Year Ended December 30, 2001
   Net sales........................... $230,057  $271,678 $266,604 $254,347
   Gross margin........................  106,467   124,708  121,108  114,833
   Net income (loss)...................   (1,782)    5,009    7,915   (1,672)
   Basic net income (loss) per share...     (.20)      .57      .90     (.19)
   Diluted net income (loss) per share.     (.20)      .57      .90     (.19)
</TABLE>

<TABLE>
<CAPTION>
                                                       Quarter
                                        ------------------------------------
                                           1         2        3        4
                                        --------  -------- -------- --------
   In Thousands (Except Per Share Data)
   <S>                                  <C>       <C>      <C>      <C>
   Year Ended December 31, 2000
   Net sales........................... $228,184  $270,933 $258,565 $237,452
   Gross margin........................  105,941   127,931  121,006  110,015
   Net income (loss)...................   (1,957)    6,317    6,398   (4,464)
   Basic net income (loss) per share...     (.22)      .72      .73     (.51)
   Diluted net income (loss) per share.     (.22)      .71      .73     (.51)
</TABLE>

                                      52

<PAGE>

                       Report of Independent Accountants

To the Board of Directors and Stockholders
of Coca-Cola Bottling Co. Consolidated:

   In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Coca-Cola Bottling Co. Consolidated and its subsidiaries at
December 30, 2001 and December 31, 2000, and the results of their operations
and their cash flows for each of the three years in the period ended December
30, 2001 in conformity with accounting principles generally accepted in the
United States of America. In addition, in our opinion, the financial statement
schedule listed in the accompanying index presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. These financial statements and
financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

PRICEWATERHOUSECOOPERS LLP
Charlotte, North Carolina
February 15, 2002

                                      53

<PAGE>

   The financial statement schedule required by Regulation S-X is set forth in
response to Item 14 below.

   The supplementary data required by Item 302 of Regulation S-K is set forth
in Note 21 to the financial statements.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
       Financial Disclosure

   Not applicable.

                                      54

<PAGE>

                                   Part III

Item 10.  Directors and Executive Officers of the Company

   For information with respect to the executive officers of the Company, see
"Executive Officers of the Registrant" included as a separate item at the end
of Part I of this Report. For information with respect to the directors of the
Company, see the "Election of Directors" section of the Proxy Statement for the
2002 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission before April 29, 2002, which is incorporated herein by
reference. For information with respect to Section 16 reports, see the
"Election of Directors--Section 16(a) Beneficial Ownership Reporting
Compliance" section of the Proxy Statement for the 2002 Annual Meeting of
Stockholders, which is incorporated herein by reference.

Item 11.  Executive Compensation

   For information with respect to executive and director compensation, see the
"Executive Compensation," "Compensation Committee Interlocks and Insider
Participation," and "Election of Directors--The Board of Directors and its
Committees" sections of the Proxy Statement for the 2002 Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission, which are
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters

   For information with respect to security ownership of certain beneficial
owners and management, see the "Principal Stockholders" and "Election of
Directors--Beneficial Ownership of Management" sections of the Proxy Statement
for the 2002 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission, which are incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

   For information with respect to certain relationships and related
transactions, see the "Certain Transactions" section of the Proxy Statement for
the 2002 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission, which is incorporated herein by reference.

                                      55

<PAGE>

                                    Part IV

Item 14.  Exhibits, Financial Statement Schedule and Reports on Form 8-K

A. List of Documents filed as part of this report.

    1. Financial Statements

       Consolidated Balance Sheets
       Consolidated Statements of Operations
       Consolidated Statements of Cash Flows
       Consolidated Statements of Changes in Stockholders' Equity
       Notes to Consolidated Financial Statements
       Report of Independent Accountants

    2. Financial Statement Schedule

       Schedule II--Valuation and Qualifying Accounts and Reserves

       All other financial statements and schedules not listed have been
       omitted because the required information is included in the consolidated
       financial statements or the notes thereto, or is not applicable or
       required.

    3. Listing of Exhibits:

Exhibit Index

<TABLE>
<CAPTION>
                                                               Incorporated by Reference or
Number Description                                                    Filed Herewith
- ------ -----------                                           --------------------------------
<C>    <S>                                                   <C>

(3.1)  Bylaws of the Company, as amended.                    Exhibit 3.1 to the Company's
                                                             Annual Report on Form 10-K for
                                                             the fiscal year ended December
                                                             31, 2000.

(3.2)  Restated Certificate of Incorporation of the Company. Exhibit 3.1 to the Company's
                                                             Registration Statement (No. 33-
                                                             54657) on Form S-3 as filed on
                                                             July 20, 1994.

(4.1)  Specimen of Common Stock Certificate.                 Exhibit 4.1 to the Company's
                                                             Registration Statement (No. 2-
                                                             97822) on Form S-1 as filed on
                                                             May 31, 1985.

(4.2)  Supplemental Indenture, dated as of March 3, 1995,    Exhibit 4.15 to the Company's
       between the Company and Citibank, N.A., as Successor, Annual Report, as amended, on
       as Trustee.                                           Form 10-K/A-2 for the fiscal
                                                             year ended January 1, 1995.

(4.3)  Form of the Company's 6.85% Debentures due 2007.      Exhibit 4.1 to the Company's
                                                             Quarterly Report on Form 10-Q
                                                             for the quarter ended October 1,
                                                             1995.
</TABLE>

                                      56

<PAGE>

<TABLE>
<CAPTION>
                                                                         Incorporated by Reference or
Number Description                                                              Filed Herewith
- ------ -----------                                                     --------------------------------
<C>    <S>                                                             <C>

(4.4)  Loan Agreement dated as of November 20, 1995 between the        Exhibit 4.13 to the Company's
       Company and LTCB Trust Company, as Agent, and other banks       Annual Report on Form 10-K for
       named therein.                                                  the fiscal year ended December
                                                                       31, 1995.

(4.5)  Amended and Restated Credit Agreement dated as of December      Exhibit 4.14 to the Company's
       21, 1995 between the Company and NationsBank, N.A., Bank of     Annual Report on Form 10-K for
       America National Trust and Savings Association and other banks  the fiscal year ended December
       named therein.                                                  31, 1995.

(4.6)  Waiver dated as of December 31, 2001, to the Amended and        Filed herewith.
       Restated Credit Agreement, designated as Exhibit 4.5.

(4.7)  Amendment, dated as of July 22, 1997, to Loan Agreement         Exhibit 4.1 to the Company's
       (designated as Exhibit 4.4), between the Company and LTCB       Quarterly Report on Form 10-Q
       Trust Company, as Agent, and other banks named therein.         for the quarter ended June 29,
                                                                       1997.

(4.8)  Form of the Company's 7.20% Debentures due 2009.                Exhibit 4.2 to the Company's
                                                                       Quarterly Report on Form 10-Q
                                                                       for the quarter ended June 29,
                                                                       1997.

(4.9)  Form of the Company's 6.375% Debentures due 2009.               Exhibit 4.1 to the Company's
                                                                       Quarterly Report on Form 10-Q
                                                                       for the quarter ended April 4,
                                                                       1999.

(4.10) Assignment and Release Agreement, dated as of October 6, 1999   Exhibit 4.11 to the Company's
       (relating to the Loan Agreement designated as Exhibit 4.4), by  Annual Report on Form 10-K for
       and between The Long-Term Credit Bank of Japan, Limited and     the fiscal year ended January 2,
       General Electric Capital Corporation.                           2000.

(4.11) Second Amendment dated as of February 24, 2000 (to Loan         Exhibit 4.12 to the Company's
       Agreement designated as Exhibit 4.4) by and among the           Annual Report on Form 10-K for
       Company and General Electric Capital Corporation, as agent.     the fiscal year ended January 2,
                                                                       2000.

(4.12) 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 consolidated subsidiaries 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) Stock Rights and Restrictions Agreement by and between          Exhibit 28.01 to the Company's
       Coca-Cola Bottling Co. Consolidated and The Coca-Cola           Current Report on Form 8-K
       Company dated January 27, 1989.                                 dated January 27, 1989.

(10.2) Description and examples of bottling franchise agreements       Exhibit 10.20 to the Company's
       between the Company and The Coca-Cola Company.                  Annual Report on Form 10-K for
                                                                       the fiscal year ended December
                                                                       31, 1988.
</TABLE>

                                      57

<PAGE>

<TABLE>
<CAPTION>
                                                                            Incorporated by Reference or
Number  Description                                                                Filed Herewith
- ------  -----------                                                      -----------------------------------
<C>     <S>                                                              <C>

(10.3)  Lease, dated as of January 1, 1999, by and between the Company   Exhibit 10.5 to the Company's
        and the Ragland Corporation, related to the production/          Annual Report on Form 10-K for
        distribution facility in Nashville, Tennessee.                   the fiscal year ended December
                                                                         31, 2000.

(10.4)  Description and example of Deferred Compensation Agreement,      Exhibit 19.1 to the Company's
        dated as of October 1, 1987, between Eligible Employees of the   Annual Report on Form 10-K for
        Company and the Company under the Officer's Split-Dollar Life    the fiscal year ended December
        Insurance Plan. **                                               30, 1990.

(10.5)  Purchase and Sale Agreement, dated as of December 15, 2000,      Exhibit 10.9 to the Company's
        between the Company and Harrison Limited Partnership One,        Annual Report on Form 10-K for
        related to land adjacent to the Snyder Production Center in      the fiscal year ended December
        Charlotte, North Carolina.                                       31, 2000.

(10.6)  Lease Agreement, dated as of December 15, 2000, between the      Exhibit 10.10 to the Company's
        Company and Harrison Limited Partnership One, related to the     Annual Report on Form 10-K for
        Snyder Production Center in Charlotte, North Carolina and a      the fiscal year ended December
        distribution center adjacent thereto.                            31, 2000.

(10.7)  Partnership Agreement of Carolina Coca-Cola Bottling             Exhibit 2.01 to the Company's
        Partnership,* dated as of July 2, 1993, by and among Carolina    Current Report on Form 8-K
        Coca-Cola Bottling Investments, Inc., Coca-Cola Ventures, Inc.,  dated July 2, 1993.
        Coca-Cola Bottling Co. Affiliated, Inc., Fayetteville Coca-Cola
        Bottling Company and Palmetto Bottling Company.

(10.8)  Definition and Adjustment Agreement, dated July 2, 1993, by      Exhibit 2.05 to the Company's
        and among Carolina Coca-Cola Bottling Partnership,* Coca-Cola    Current Report on Form 8-K
        Ventures, Inc., Coca-Cola Bottling Co. Consolidated, CCBC of     dated July 2, 1993.
        Wilmington, Inc., Carolina Coca-Cola Bottling Investments, Inc.,
        The Coca-Cola Company, Carolina Coca-Cola Holding
        Company, The Coastal Coca-Cola Bottling Company, Eastern
        Carolina Coca-Cola Bottling Company, Inc., Coca-Cola Bottling
        Co. Affiliated, Inc., Fayetteville Coca-Cola Bottling Company
        and Palmetto Bottling Company.

(10.9)  Management Agreement, dated as of July 2, 1993, by and among     Exhibit 10.01 to the Company's
        Coca-Cola Bottling Co. Consolidated, Carolina Coca-Cola          Current Report on Form 8-K
        Bottling Partnership,* CCBC of Wilmington, Inc., Carolina        dated July 2, 1993.
        Coca-Cola Bottling Investments, Inc., Coca-Cola Ventures, Inc.
        and Palmetto Bottling Company.

(10.10) First Amendment to Management Agreement designated As            Exhibit 10.14 to the Company's
        Exhibit 10.13, dated as of January 1, 2001.                      Annual Report on Form 10-K for
                                                                         the fiscal year ended December
                                                                         31, 2000.

(10.11) Post-Retirement Medical and Life Insurance Benefit               Exhibit 10.02 to the Company's
        Reimbursement Agreement, dated July 2, 1993, by and between      Current Report on Form 8-K
        Carolina Coca-Cola Bottling Partnership* and Coca-Cola           dated July 2, 1993.
        Bottling Co. Consolidated.

(10.12) Amended and Restated Guaranty Agreement, dated as of July 15,    Exhibit 10.06 to the Company's
        1993 re: Southeastern Container, Inc.                            Quarterly Report on Form 10-Q
                                                                         for the quarter ended July 4, 1993.
</TABLE>

                                      58

<PAGE>

<TABLE>
<CAPTION>
                                                                        Incorporated by Reference or
Number  Description                                                            Filed Herewith
- ------  -----------                                                   --------------------------------
<C>     <S>                                                           <C>

(10.13) Management Agreement, dated as of June 1, 1994, by and among  Exhibit 10.6 to the Company's
        Coca-Cola Bottling Co. Consolidated and South Atlantic        Quarterly Report on Form 10-Q
        Canners, Inc.                                                 for the quarter ended July 3,
                                                                      1994.

(10.14) Agreement, dated as of March 1, 1994, between the Company     Exhibit 10.85 to the Company's
        and South Atlantic Canners, Inc.                              Annual Report on Form 10-K for
                                                                      the fiscal year ended January 1,
                                                                      1995.

(10.15) Stock Option Agreement, dated as of March 8, 1989, of         Exhibit 10.86 to the Company's
        J. Frank Harrison, Jr. **                                     Annual Report on Form 10-K for
                                                                      the fiscal year ended January 1,
                                                                      1995

(10.16) Stock Option Agreement, dated as of August 9, 1989, of        Exhibit 10.87 to the Company's
        J. Frank Harrison, III. **                                    Annual Report on Form 10-K for
                                                                      the fiscal year ended January 1,
                                                                      1995.

(10.17) Guaranty Agreement, dated as of May 18, 2000, between the     Filed herewith.
        Company and Wachovia Bank of North Carolina, N.A.

(10.18) Guaranty Agreement, dated as of December 1, 2001, between     Filed herewith.
        the Company and Wachovia, N.A.

(10.19) Description of the Company's 2002 Bonus Plan for officers. ** Filed herewith.

(10.20) Agreement for Consultation and Services between the Company   Exhibit 10.54 to the Company's
        and J. Frank Harrison, Jr. **                                 Annual Report on Form 10-K for
                                                                      the fiscal year ended December
                                                                      29, 1996.

(10.21) Retirement and Consulting Agreement, effective as of May 31,  Exhibit 10.25 to the Company's
        2000, between the Company and Reid M. Henson. **              Annual Report on Form 10-K for
                                                                      the fiscal year ended December
                                                                      31, 2000.

(10.22) Agreement to assume liability for postretirement benefits     Exhibit 10.55 to the Company's
        between the Company and Piedmont Coca-Cola Bottling           Annual Report on Form 10-K for
        Partnership.                                                  the fiscal year ended December
                                                                      29, 1996.

(10.23) Franchise Asset Purchase Agreement, dated as of January 21,   Exhibit 10.58 to the Company's
        1998, by and among Coca-Cola Bottling Company Southeast,      Annual Report on Form 10-K for
        Incorporated, as Seller, NABC, Inc., an indirect wholly-owned the fiscal year ended December
        subsidiary of Guarantor, as Buyer, and Coca-Cola Bottling Co. 28, 1997.
        Consolidated, as Guarantor.

(10.24) Operating Asset Purchase Agreement, dated as of January 21,   Exhibit 10.59 to the Company's
        1998, by and among Coca-Cola Bottling Company Southeast,      Annual Report on Form 10-K for
        Incorporated, as Seller, CCBC of Nashville, L.P., an indirect the fiscal year ended December
        wholly-owned subsidiary of Guarantor, as Buyer, and Coca-Cola 28, 1997.
        Bottling Co. Consolidated, as Guarantor.
</TABLE>

                                      59

<PAGE>

<TABLE>
<CAPTION>
                                                                         Incorporated by Reference or
Number  Description                                                             Filed Herewith
- ------  -----------                                                    --------------------------------
<C>     <S>                                                            <C>

(10.25) Lease Agreement, dated as of January 5, 1999, between the      Exhibit 10.61 to the Company's
        Company and Beacon Investment Corporation, related to the      Annual Report on Form 10-K for
        Company's corporate headquarters and an adjacent office        the fiscal year ended January 3,
        building in Charlotte, North Carolina.                         1999.

(10.26) Coca-Cola Bottling Co. Consolidated Director Deferral Plan,    Exhibit 10.1 to the Company's
        dated as of January 1, 1998. **                                Quarterly Report on Form 10-Q
                                                                       for the quarter ended March 29,
                                                                       1998.

(10.27) Agreement and Plan of Merger dated as of September 29, 1999,   Exhibit 10.1 to the Company's
        by and among Lynchburg Coca-Cola Bottling Co., Inc.,           Quarterly Report on Form 10-Q
        Coca-Cola Bottling Co. Consolidated, LCCB Merger Co.,          for the quarter ended October 3,
        Certain Shareholders of Lynchburg Coca-Cola Bottling Co., Inc. 1999.
        and George M. Lupton, Jr. as the shareholders' representative.

(10.28) Agreement and Plan of Merger, dated as of March 26, 1999, by   Annex A to the Company's
        and among the Company and Carolina Coca-Cola Bottling          Registration Statement
        Company, Inc.                                                  (No. 333-75751) on Form S-4.

(10.29) Restricted Stock Award to J. Frank Harrison, III (effective    Annex A to the Company's
        January 4, 1999). **                                           Proxy Statement for the 1999
                                                                       Annual Meeting.

(10.30) Can Supply Agreement, dated as of February 22, 2000, between   Exhibit 10.1 to the Company's
        American National Can Company and the Company.                 Quarterly Report on Form 10-Q
                                                                       for the quarter ended April 2,
                                                                       2000.

(10.31) Asset Acquisition Agreement, dated as of September 29, 2000,   Exhibit 10.1 to the Company's
        by and among The Coca-Cola Bottling Company of West            Quarterly Report on Form 10-Q
        Virginia, Inc. Coca-Cola Bottling Company of Roanoke, Inc.     for the quarter ended October 1,
        and Coca-Cola Enterprises Inc.                                 2000.

(10.32) Franchise Acquisition Agreement, dated as of September 29,     Exhibit 10.2 to the Company's
        2000, by and among WVBC, Inc., ROBC, Inc. and Coca-Cola        Quarterly Report on Form 10-Q
        Enterprises Inc.                                               for the quarter ended October 1,
                                                                       2000.

(10.33) Guaranty Agreement, dated as of September 29, 2000, between    Exhibit 10.3 to the Company's
        the Company and Coca-Cola Enterprises Inc.                     Quarterly Report on Form 10-Q
                                                                       for the quarter ended October 1,
                                                                       2000.

(10.34) Supplemental Savings Incentive Plan, as amended and restated   Exhibit 10.1 to the Company's
        as of January 1, 2001, between Eligible Employees of the       Quarterly Report on Form 10-Q
        Company and the Company. **                                    for the quarter ended April 1,
                                                                       2001.

(10.35) Employment Agreement Termination dated as of April 27, 2001,   Exhibit 10.1 to the Company's
        between the Company and James L. Moore, Jr. **                 Quarterly Report on Form 10-Q
                                                                       for the quarter ended July 1,
                                                                       2001.
</TABLE>

                                      60

<PAGE>

<TABLE>
<CAPTION>
                                                                     Incorporated by Reference or
Number  Description                                                         Filed Herewith
- ------  -----------                                                  -----------------------------
<C>     <S>                                                          <C>

(10.36) Officer Retention Plan (ORP), as amended and restated as of  Exhibit 10.2 to the Company's
        January 1, 2001, between Eligible Employees of the Company   Quarterly Report on Form 10-Q
        and the Company. **                                          for the quarter ended July 1,
                                                                     2001.

(10.37) Master Amendment to Partnership Agreement, Management        Exhibit 10.1 to the Company's
        Agreement and Definition and Adjustment Agreement dated as   Current Report on Form 8-K
        of January 2, 2002 by and among Piedmont Coca-Cola Bottling  dated January 2, 2002.
        Partnership, The Coca-Cola Company and the Company.

(10.38) Securities Purchase Agreement, dated as of January 2, 2002,  Filed herewith.
        by and between Piedmont Partnership Holding Company, a
        Delaware corporation (KO Subsidiary), and, Coca-Cola
        Ventures, Inc., a Delaware corporation (Consolidated
        Subsidiary).

(10.39) Assignment, dated as of January 2, 2002, by and between      Filed herewith.
        Piedmont Partnership Holding Company, a Delaware corporation
        (KO Subsidiary), and Coca-Cola Ventures, Inc. a Delaware
        corporation (Consolidated Subsidiary).

(10.40) Loan Agreement, dated as of May 28, 1996, between Piedmont   Filed herewith.
        Coca-Cola Bottling Partnership and LTCB Trust Company, as
        Agent, and other banks named therein.

(10.41) First Amendment, dated February 24, 2000, to Loan Agreement  Filed herewith.
        designated as Exhibit 10.40.

(10.42) Assignment and release agreement, dated as of October 6,     Filed herewith.
        1999, by and between LTCB Trust Company, as Agent, and
        General Electric Capital Corporation to loan agreement
        designated as Exhibit 10.40.

(21.1)  List of subsidiaries.                                        Filed herewith.

(23.1)  Consent of Independent Accountants to Incorporation by       Filed herewith.
        Reference into Form S-3 (Registration No. 33-4325), Form S-3
        (Registration No. 33-54657) and Form S-3 (Registration No.
        333-71003).
</TABLE>
- --------
*  Carolina Coca-Cola Bottling Partnership's name was changed to Piedmont
   Coca-Cola Bottling Partnership.
** Management contracts and compensatory plans and arrangements required to be
   filed as exhibits to this form pursuant to Item 14(c) of this report.

B. Reports on Form 8-K

   The Company filed a Current Report on Form 8-K on January 14, 2002 reporting
   pursuant to Item 5 thereof that it had purchased an additional 4.651%
   ownership interest in Piedmont Coca-Cola Bottling Partnership from The
   Coca-Cola Company. No financial statements were required to be filed as part
   of such Form 8-K.

C. Exhibits

   See Item 14.A.3


                                      61

<PAGE>

D. Financial Statement Schedules

   See Item 14.A.2

                                      62

<PAGE>

                                                                    Schedule II

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                (In Thousands)
<TABLE>
<CAPTION>
                                                   Additions
                                                    Charged
                                        Balance at to Costs             Balance
                                        Beginning     and               at End
Description                              of Year   Expenses  Deductions of Year
- -----------                             ---------- --------- ---------- -------
<S>                                     <C>        <C>       <C>        <C>
Allowance for doubtful accounts:

Fiscal year ended December 30, 2001....    $918     $1,463      $518    $1,863
                                           ====     ======      ====    ======
Fiscal year ended December 31, 2000....    $850     $  580      $512    $  918
                                           ====     ======      ====    ======
Fiscal year ended January 2, 2000......    $600     $  824      $574    $  850
                                           ====     ======      ====    ======
</TABLE>

                                      63

<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) 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)

                                               By:   /s/  J. Frank Harrison, III
                                                   -----------------------------
                                                      J. Frank Harrison, III
                                                     Chairman of the Board of
                                                             Directors
                                                    and Chief Executive Officer

Date: March 26, 2002

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                       Title                  Date
 -            ---------                       -----                  ----
<C> <S>                           <C>                           <C>

By:  /s/  J. Frank Harrison, III  Chairman of the Board of      March 26, 2002
    -----------------------------   Directors, Chief Executive
       J. Frank Harrison, III       Officer and Director

By:  /s/  J. Frank Harrison, Jr.  Chairman Emeritus of the      March 26, 2002
    -----------------------------   Board of Directors and
       J. Frank Harrison, Jr.       Director

By:     /s/  H.W. McKay Belk      Director                      March 26, 2002
    -----------------------------
          H. W. McKay Belk

By:       /s/  John M. Belk       Director                      March 26, 2002
    -----------------------------
            John M. Belk

By:     /s/  Sharon A. Decker     Director                      March 26, 2002
    -----------------------------
          Sharon A. Decker

By:    /s/  William B. Elmore     President, Chief Operating    March 26, 2002
    -----------------------------   Officer and Director
          William B. Elmore
</TABLE>

                                      64

<PAGE>


By:      /s/  Reid M. Henson      Director                       March 26, 2002
    -----------------------------
           Reid M. Henson

By:     /s/  Ned R. McWherter     Director                       March 26, 2002
    -----------------------------
          Ned R. McWherter

By:   /s/  James L. Moore, Jr.    Vice Chairman of the Board of  March 26, 2002
    -----------------------------   Directors and Director
         James L. Moore, Jr.

By:   /s/  John W. Murrey, III    Director                       March 26, 2002
    -----------------------------
         John W. Murrey, III

By:        /s/  Carl Ware         Director                       March 26, 2002
    -----------------------------
              Carl Ware

By:     /s/  Dennis A. Wicker     Director                       March 26, 2002
    -----------------------------
          Dennis A. Wicker

By:     /s/  David V. Singer      Executive Vice President and   March 26, 2002
    -----------------------------   Chief Financial Officer
           David V. Singer

By:    /s/  Steven D. Westphal    Vice President, Controller     March 26, 2002
    -----------------------------   and Chief Accounting Officer
         Steven D. Westphal

                                      65

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.6
<SEQUENCE>3
<FILENAME>dex46.txt
<DESCRIPTION>WAIVER
<TEXT>
<PAGE>

                                                                     Exhibit 4.6


                                     WAIVER

         THIS WAIVER (the "Waiver") with respect to the Credit Agreement
referred to below is made and entered into as of this 31st day of December, 2001
by and among COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation, as
Borrower (the "Borrower"), BANK OF AMERICA, N.A., as Administrative and
Syndication Agent (the "Agent") and the Banks listed on the signature pages
hereto (the "Banks").

                              Statement of Purpose
                              --------------------

     I.   The Borrower, the Agent and the Banks are parties to that certain
Amended and Restated Credit Agreement, dated as of December 21, 1995 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), pursuant to which the Banks have extended certain credit
facilities to the Borrower.

     II.  Coca-Cola Ventures, Inc., a Delaware corporation ("CCBCC Sub") is a
wholly-owned subsidiary of the Borrower. CCBCC Sub and Piedmont Partnership
Holding Company, a Delaware corporation and wholly-owned subsidiary of The
Coca-Cola Company ("KO Sub") are equal partners in Piedmont Coca-Cola Bottling
Partnership, a Delaware general partnership (the "Partnership"). The Borrower,
CCBCC Sub and KO Sub are pursuing a transaction pursuant to which CCBCC Sub
would purchase a 4.651% interest in the capital, profits and losses of the
Partnership from KO Sub (the "Purchase Transaction"). After the Purchase
Transaction, the interests of the Partnership will be held 54.651% by CCBCC Sub
and 45.349% by KO Sub, thereby causing the Partnership to fall within the
definition of "Subsidiary" contained in the Credit Agreement. It is anticipated
that the Purchase Transaction will close on January 2, 2002.

     III. On December 7, 2001, the Borrower delivered to the Agent and the Banks
a certificate of the chief financial officer of the Borrower certifying that the
Purchase Transaction is permitted under Section 6.04 of the Credit Agreement,
including subsection (h) thereof as required by Section 6.04(h) of the Credit
Agreement (the "CFO Certificate").

     IV.  The Partnership is the borrower under that certain Loan Agreement,
dated May 28, 1996, among the Partnership and the banks party thereto (the
"Partnership Loan Agreement") pursuant to which the banks party to the
Partnership Loan Agreement have extended certain credit facilities to the
Partnership. The Borrower has requested that the Agent and the Banks agree to
waive certain requirements of Section 6.10 of the Credit Agreement in order to
permit the Indebtedness incurred by the Partnership under the Partnership Loan
Agreement (the "Partnership Indebtedness"). Subject to the terms and conditions
set forth below, the Agent and the Banks are willing to agree to such request.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

     1.   Capitalized Terms. All capitalized terms used and not defined herein
          -----------------
shall have the meanings given thereto in the Credit Agreement.

<PAGE>

     2.   Acknowledgements. The Agent and the Banks hereby acknowledge receipt
          ----------------
of the CFO Certificate and that the Borrower has complied with the requirements
of Section 6.04(h) of the Credit Agreement with respect to the Purchase
Transaction.

     3.   Waiver. The Banks hereby waive compliance by the Borrower and its
          ------
Subsidiaries with Section 6.10 of the Credit Agreement solely with respect to
the Partnership Indebtedness.

     4.   No Event of Default. The Borrower hereby certifies that after giving
          -------------------
effect to the waiver contemplated hereby, no Event of Default exists under the
Credit Agreement.

     5.   Effectiveness. Except for the waiver contemplated hereby, the Credit
          -------------
Agreement shall be and remain in full force and effect. The waiver granted
herein is specific and limited and shall not constitute a modification,
acceptance, consent or waiver of any other provision of or any default under the
Credit Agreement or any other document or instrument entered into in connection
therewith or a future modification, acceptance, consent or waiver of the
provisions set forth therein. This Waiver shall be effective upon receipt by the
Agent of a duly executed copy hereof by the Borrower, the Agent and the Required
Banks.

     6.   Counterparts. This Waiver may be executed in separate counterparts,
          ------------
each of which when executed and delivered is an original but all of which taken
together constitute one and the same instrument.

     7.   Fax Transmission. A facsimile, telecopy or other reproduction of this
          ----------------
Waiver may be executed by one or more parties hereto, and an executed copy of
this Waiver may be delivered by one or more parties hereto by facsimile or
similar instantaneous electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes. At
the request of any party hereto, all parties hereto agree to execute an original
of this Waiver as well as any facsimile, telecopy or other reproduction hereof.


                              *    *    *    *    *

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly
executed as of the date and year first above written.


[CORPORATE SEAL]                       COCA-COLA BOTTLING CO. CONSOLIDATED,
                                       as Borrower



                                       By: /s/ CLIFFORD M. DEAL, III
                                           -------------------------------------
                                       Name: Clifford M. Deal III
                                             -----------------------------------
                                       Title: Vice-President and Treasurer
                                              ----------------------------------








                           [Signature Pages Continue]

<PAGE>

                                       BANK OF AMERICA, N.A.,
                                       as Agent and Bank



                                       By: /s/ WILLIAM F. SWEENEY
                                           -------------------------------------
                                       Name: William F. Sweeney
                                             -----------------------------------
                                       Title: Managing Director
                                              ----------------------------------








                           [Signature Pages Continue]

<PAGE>

                                       CITIBANK, N.A., as Bank



                                       By: /s/ HENRY J. MATTHEWS
                                           -------------------------------------
                                       Name: Henry J. Matthews
                                             -----------------------------------
                                       Title: Vice President
                                              ----------------------------------








                           [Signature Pages Continue]

<PAGE>

                                       SUNTRUST BANK, ATLANTA, as Bank



                                       By: /s/ SAMUEL M. JANNETTA, JR.
                                           -------------------------------------
                                       Name: Samuel M. Jannetta, Jr.
                                             -----------------------------------
                                       Title: Assistant Vice President
                                              ----------------------------------








                           [Signature Pages Continue]

<PAGE>

                                       SOCIETE GENERALE, as Bank



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








                           [Signature Pages Continue]

<PAGE>

                                  KBC BANK N.V., as Bank



                                  By: /s/ ROBERT SNAUFFER        /s/ ERIC RASKIN
                                      ------------------------------------------
                                  Name: Robert Snauffer              Eric Raskin
                                        ----------------------------------------
                                  Title: First Vice President     Vice President
                                         ---------------------------------------








                           [Signature Pages Continue]

<PAGE>

                                       FIRST UNION NATIONAL BANK, as Bank



                                       By: /s/ Meg Beveridge
                                           -------------------------------------
                                       Name:   Meg Beveridge
                                             -----------------------------------
                                       Title:  Vice President
                                              ----------------------------------








                           [Signature Pages Continue]

<PAGE>

                                       GE CAPITAL COMMERCIAL FINANCE,
                                       as Bank



                                       By: /s/ C. MARK SMITH
                                           -------------------------------------
                                       Name: C. Mark Smith
                                             -----------------------------------
                                       Title: Duly Authorized Signatory
                                              ----------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>4
<FILENAME>dex1017.txt
<DESCRIPTION>AMENDED AND RESTATED GUARANTY AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.17

                                                                        WACHOVIA
Amended and Restated
- --------------------------------------------------------------------------------
Guaranty Agreement
Wachovia Bank, N.A.

WHEREAS, the undersigned has requested WACHOVIA BANK, N.A. (herein called
"Bank") to extend credit or make certain financial accommodations to SOUTH
ATLANTIC CANNERS, INC., a South Carolina Corporation (herein called "Borrower")
or to review or extend, in whole or in part, existing indebtedness or financial
accommodations of the Borrower to the Bank, and the Bank has extended credit or
extended or renewed existing indebtedness or made financial accommodations
and/or may in the future extend credit or extend or renew existing indebtedness
or make certain financial accommodations by reason of such request and in
reliance upon this guaranty;

NOW, THEREFORE, in consideration of such credit extended or renewed and/or to be
extended or renewed or such financial accommodations made or to be made in its
discretion by the Bank to the Borrower,* in consideration of $5.00 and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby unconditionally guarantees to the Bank and
any of "Bank's Affiliates", as hereinafter defined (the Bank and the Bank's
Affiliates being hereinafter collectively and/or individually, as the context
shall require, referred to as "Lender"), and their successors, endorsees,
transferees and assigns the punctual payment when due, whether by acceleration
or otherwise, and at all times thereafter of (a) all debts, liabilities and
obligations whatsoever of the Borrower to the Lender,** now existing or
hereafter coming into existence, whether joint or several, whether created
directly or acquired by endorsement, assignment or otherwise, whether absolute
or contingent, secured or unsecured, due or not due, including but not being
limited to notes, checks, drafts, credits, advances and obligations to reimburse
draws against letters of credit; (b) accrued but unpaid interest on such debts,
liabilities and obligations, whether accruing before or after any maturity(ies)
thereof; and (c) reasonable attorneys' fees*** if any such debts, liabilities or
obligations of the Borrower are collected, or the liability of the undersigned
hereunder enforced, by or through any attorney at law (all of (a), (b) and (c)
being hereinafter referred to as the "Obligations"). As used herein, "Bank's
Affiliates" means any entity or entities now or hereafter directly or indirectly
controlled by Wachovia Corporation or any successor thereto. References herein
to Borrower shall be deemed to include any successor corporations to Borrower,
if Borrower is a corporation, or any reconstituted partnerships of Borrower, if
Borrower is a partnership.
 *under the terms of the Credit Agreement
**arising under the terms of the Credit Agreement

The undersigned consents that, at any time, and from time to time, either with
or without consideration, the whole or any part of any security now or hereafter
held for any Obligations may be substituted, exchanged, compromised, impaired,
released, or surrendered with or without consideration; the time or place of
payment of any Obligations or of any security thereof may be changed or
extended, in whole or in part, to a time certain or otherwise, and may be
renewed or accelerated, in whole or in part; the Borrower may be granted
indulgences generally; any of the provisions of any note or other instrument
evidencing any Obligations or any security therefor may be modified or waived;
any party liable for the payment thereof (including but not being limited to any
co-guarantor) may be granted indulgences or released; neither the death,
termination of existence, bankruptcy, incapacity, lack of authority nor
disability of the Borrower or any one or more of the guarantors, including any
of the undersigned, shall affect the continuing obligation of any other
guarantor, including any of the undersigned, and that no claim need be asserted
against the personal representative, guardian, custodian, trustee or debtor in
bankruptcy or receiver of any deceased, incompetent, bankrupt or insolvent
guarantor; any deposit balance to the credit of the Borrower or any other party
liable for the payment of the Obligations or liable upon any security therefor
may be released, in whole or in part, at, before and/or after the stated,
extended or accelerated maturity of any Obligations; and the Lender may release,
discharge, compromise or enter into any accord and satisfaction with respect to
any collateral for the Obligations, or the liability of the Borrower or any of
the undersigned, or any liability of any other person primarily or secondarily
liable on any of the Obligations, all without notice to or further assent by the
undersigned, who shall remain bound hereon, notwithstanding any such exchange,
compromise, surrender, extension, renewal, acceleration, modification,
indulgence, release, discharge or accord and satisfaction.

Without limiting any of the foregoing, in the event of dissolution of the
Borrower, or should the Borrower become insolvent (as defined by the North
Carolina Uniform Commercial Code as in effect at the time), or if a petition in
bankruptcy be filed by or against the Borrower, or if a receiver be appointed
for any part of the property or assets of the Borrower or if any final judgment
or judgments for money damages be entered against the Borrower in a court of
competent jurisdiction and remain unsatisfied for a period of sixty (60) days of
more, **** or if the Lender shall deem itself insecure with respect to the
Obligations and whether or not such event occurs at a time when any of such
Obligations are otherwise due and payable, the undersigned agrees to pay to the
Lender upon demand, the full amount which would be payable hereunder by the
undersigned if all such Obligations were then due and payable.

The undersigned expressly waives: (a) notice of acceptance of this guaranty and
of all extensions or renewals of credit or other financial accommodations to the
borrower; (b) presentment and demand for payment of any of the Obligations; (c)
protest and notice of dishonor or of default to the undersigned or to any other
party with respect to any of the Obligations or with respect to any security
therefor; (d) any invalidity or disability in whole or in part at the time of
the acceptance of, or at any time with respect to, any security for the
Obligations or with respect to any party primarily or secondarily liable for the
payment of the Obligations to the Lender; (e) the fact that any security for the
Obligations may at any time or from time to time be in default or be
inaccurately estimated or may deteriorate value for any cause whatsoever; (f)
any diligence in the creation or perfection of a security interest or collection
or protection of or realization upon the Obligation or any security therefor,
any liability hereunder, or any party primarily or secondarily liable for the
Obligations or any lack of commercial reasonableness in dealing with any
security for the Obligations; (g) any duty or obligation on the part of the
Lender to ascertain the extent or nature of any security for the Obligations,
any insurance or other rights respecting such security, or the liability of any
party primarily or secondarily liable for the Obligations, or to take any steps
or action to safeguard, protect, handle, obtain or convey information
respecting, or otherwise follow in any manner, any such security, insurance or
other rights; (h) any debt or obligation on the Lender to proceed to collect the
Obligations from, or to commence an action against, the Borrower, any other
guarantor, or any other person or to resort to any security or to any balance of
any deposit account or credit on the books of the Lender in favor of the
Borrower or any other person, despite any note or request of the undersigned to
do so; (i) any rights of the undersigned pursuant to North Carolina General
Statute Section 26-7 or any similar or subsequent law; (j) to the extent not
prohibited by law, the right to assert any of the benefits under any statute
providing appraisal or other rights which may reduce or prohibit any deficient
judgments in any foreclosure or other action; (k) all other notices to which the
undersigned might otherwise be entitled; and (1) demand for payment under this
guaranty.

This is a guaranty of payment and not of collection. The liability of the
undersigned on this guaranty shall be continuing, direct or immediate and not
conditional or contingent upon either the pursuit of any remedies against the
Borrower or any other person or foreclosure of any security interests or liens
available to Lender, its successors, endorses or assigns. The Lender may accept
any payment(s), plan for adjustment of debts, plan for reorganization or
liquidation, or plan composition or extension proposed by, or on behalf of, the
Borrower or any other guarantor without in any way affecting or discharging the
liability of the undersigned hereunder. If the Obligations are partially paid,
the undersigned shall remain liable for any balance of such Obligations. This
guaranty shall be revived reinstated in the event any payment received by the
Lender on any Obligation is required to be repaid or rescinded under present or
future federal or state law or resolution relating to bankruptcy, insolvency or
other relief of debtors. The undersigned agrees to furnish promptly to the Bank
annual financial statements and such other current financial information as the
Bank may reasonably request from time to time.

The undersigned expressly represents and acknowledges that loans and other
financial accommodations by the Lender to the Borrower are and will be to the
direct interest and advantage of the undersigned.

The Lender may, without notice of any kind, sell, assign or transfer all or any
of the Obligations, and in such event each and every immediate and successor
assignee, transferee or holder of all or any of the Obligations shall have the
right to enforce this guaranty, by suit or otherwise, for the benefit of such
assigned

*** determined without regard to any statutory presumption and based upon the
    standard hourly rates of attorneys performing the work

<PAGE>
transferee or holder, as fully as if such assignee, transferee or holder were
herein by name specifically given such rights, powers and benefits, but the
Lender shall have an unimpaired right, prior and superior to that of any such
assignee, transferee of holder, to enforce this guaranty for the benefit of the
Lender, as to so much of the Obligations as it has not sold, assigned or
transferred.

No delay or failure on the part of the Lender in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by
the Lender of any right or remedy shall preclude other or further exercise
thereof or the exercise of any other right or remedy.

For the purpose of this guaranty, the Obligations shall include all debts,
liabilities and obligations of the Borrower to the Lender, notwithstanding any
right or power of the Borrower or anyone else to assert any claim or defense as
to the invalidity or unenforceability thereof, and no such claim or defense
shall impair or affect the obligations and liabilities of the undersigned
hereunder. Without limiting the generality of the foregoing, if the Borrower is
a corporation, partnership, joint venture, trust or other form of business
organization, this guaranty covers all Obligations purporting to be made in
behalf of such organization by any officer or agent of the same, without regard
to the actual authority of such officer or agent. The term "corporation" shall
include associations of all kinds and all purported corporations, whether or not
correctly and legally chartered and organized.

To the extent not prohibited by law, the undersigned hereby grants to the Lender
a security interest in and security title and hereby assigns, pledges, transfers
and conveys to Lender (i) all property of the undersigned of every kind or
description now or hereafter in the possession or control of the Lender,
exclusive of any such property in the possession or control of the Lender as a
fiduciary other than as agent, for any reason including, without limitation, all
cash, stock or other dividends and all proceeds thereof, and all rights to
subscribe for securities incident thereto and any substitutions or replacements
therefor and (ii) any balance or deposit accounts of the undersigned, whether
such accounts be general or special, or individual or multiple party, and upon
all drafts, notes, or other items deposited for collection or presented for
payment by the undersigned with the Lender, exclusive of any such property in
the possession or control of the Lender as a fiduciary other than as agent, and
the Lender may at any time, without demand or notice, appropriate and apply any
of such to the payment of any of the Obligations, whether or not due.

Any amount received by the Lender from whatever source and applied by it toward
the payment of the Obligations shall be applied in such order of application as
the Lender may from time to time elect; and notwithstanding any payments made by
or for the account of the undersigned pursuant to this guaranty, the undersigned
shall not be subrogated to any rights of the Lender until such time as this
guaranty shall have been discontinued as to all of the undersigned and the
Lender shall have received payment of the full amount of all of the Obligations
and all of the obligations of the undersigned hereunder.

This guaranty shall bind and inure to the benefit of the Lender, its successors
and assigns, and likewise shall bind and inure to the benefit of the
undersigned, their heirs, executors, administrators, successors and assigns. If
more than one person shall execute this guaranty or a similar, contemporaneous
guaranty, the term "undersigned," shall mean, as used herein, all parties
executing this guaranty and such similar guaranties and all such parties shall
be liable, jointly and severally, one with the other and with the Borrower, for
each of the undertakings, agreements, obligations, covenants and liabilities
provided for herein with respect to the undersigned. This guaranty contains the
entire agreement and there is no understanding that any other person shall
execute this or a similar guaranty. Furthermore, no course of dealing between
the parties, no usage of trade, and no parol or extrinsic evidence shall be used
to supplement or modify any terms of this guaranty; nor are there any conditions
to the complete effectiveness of this guaranty.

This guaranty shall be deemed accepted by Lender in the State of North Carolina.
The parties agree that this guaranty shall be deemed, made, delivered, performed
and accepted by Lender in the State of North Carolina and shall be governed by
the laws of the State of North Carolina. Wherever possible each provision of
this guaranty shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this guaranty shall be prohibited
by or invalid under such law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this guaranty.

The undersigned (a) submits to personal jurisdiction in the State of North
Carolina, the courts thereof and any United States District Court sitting
therein, for the enforcement of this guaranty, (b) waives any and all personal
rights under the law of any jurisdiction to object on any basis (including,
without limitation, inconvenience of forum) to jurisdiction or venue within the
State of North Carolina for the purpose of litigation to enforce this guaranty,
and (c) agrees that service of process may be made upon the undersigned by first
class postage prepaid mail, addressed to the undersigned at the latest address
of the undersigned known to the Bank (or at such other address as the
undersigned may specify for the purpose by notice to the Bank). Nothing herein
contained, however, shall prevent the Lender from bringing any action or
exercising any rights against any security and against the Borrower personally,
and against any assets of the Borrower, within any other state or jurisdiction.

This guaranty shall remain in full force and effect as to each of the
undersigned unless and and until terminated as to one or more of the undersigned
by notice to that effect actually received by the Bank, by registered mail,
addressed to Bank at 100 N. Main St., Suite 37263, Winston-Salem, NC 27101, but
no such notice shall affect or impair the liabilities hereunder of such of the
undersigned who gives or on whose behalf is given any such notice for the
Obligations existing at the date of receipt by the Bank of such notice, any
renewals, modifications or extensions thereof (whether made before or after such
notice is received), any interest thereon, or any costs or expenses, including
without limitation, reasonable attorneys fees incurred in the collection
thereof* or any future advances made by Lender to Borrower as required or
permitted pursuant to the terms of the **. Any such notice of terminated by or
on behalf of any of the undersigned shall affect only that person and shall not
affect or impair the liabilities and obligations hereunder of any other person.
        *determined as set forth hereinabove
       **Credit Agreement or any other Loan Document (as defined
therein).

IN WITNESS WHEREOF, each of the undersigned has executed this guaranty under
seal, this __________________________, _________________________.

Witness:                               __________________________________ (Seal)
                                            (Individual Guarantor)
/s/ Cecilia C. Watson
- -------------------------------------  __________________________________ (Seal)
    Alison E. Patient                       (Individual Guarantor)
- -------------------------------------


Attest:                                COCA-COLA BOTTLING CO. CONSOLIDATED
                                       -----------------------------------
/s/ Karen R. D'Eredita                (Name of Corporation or Partnership)
- -------------------------------------
Title  Assistant Secretary
_____________________________________ By /s/ Clifford M. Deal, III
[Corporate Seal]                        --------------------------------- (Seal)
                                        Clifford M. Deal, III

                                      Title  Vice President and Treasurer
                                            -----------------------------

[Corporate Seal]
*** The term "Credit Agreement" as used herein means the Amended and Restated
Credit Agreement of even date herewith between the Bank and the Borrower.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>5
<FILENAME>dex1018.txt
<DESCRIPTION>GUARANTY AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.18


                                                                  Execution Copy

                                                                 ---------------






                    ----------------------------------------



                               GUARANTY AGREEMENT

                                      From

                       COCA-COLA BOTTLING CO. CONSOLIDATED

                                       To

                               WACHOVIA BANK, N.A.

                          Dated as of December 1, 2001



                    ----------------------------------------


                   Prepared by: Caroline Wannamaker Sink, Esq.
                                Robinson, Bradshaw & Hinson, P.A.
                                101 North Tryon Street, Suite 1900
                                Charlotte, North Carolina 28246
                                (tel) 704-377-8302
                                (fax) 704-373-3902

<PAGE>

                               GUARANTY AGREEMENT
                               ------------------

     THIS GUARANTY AGREEMENT (this "Agreement"), dated as of December 1, 2001,
                                    ---------
is made and given by COCA-COLA BOTTLING CO. CONSOLIDATED, a corporation
organized and existing under the laws of Delaware (the "Guarantor"), to WACHOVIA
                                                        ---------
BANK, N.A., a national banking association with its main office in
Winston-Salem, North Carolina (the "Bank").
                                    ----

                              W I T N E S S E T H:
                              -------------------

     WHEREAS, the South Carolina Jobs-Economic Development Authority (the
"Issuer") intends to issue its Tax-Exempt Adjustable Mode Economic Development
 ------
Revenue Bonds (South Atlantic Canners, Inc. Project) Series 2001 in the
aggregate principal amount of $5,000,000 (the "Bonds") pursuant to an Indenture
                                               -----
of Trust dated as of even date herewith (as supplemented from time to time in
accordance with its terms, the "Indenture"), between the Issuer and The Bank of
                                ---------
New York, as trustee (the "Trustee"); and
                           -------

     WHEREAS, pursuant to a Loan Agreement dated as of even date herewith (as
amended from time to time in accordance with its terms and the terms of the
Indenture, the "Loan Agreement") between the Issuer and South Atlantic Canners,
                --------------
Inc., a South Carolina corporation (the "Company"), the Issuer will loan the
                                         -------
proceeds of the Bonds to the Company to finance the acquisition, construction
and equipping of certain facilities more fully described in the Loan Agreement
(the "Project"); and
      -------

     WHEREAS, to provide additional security for the payment of the Bonds, the
Company has requested that the Bank issue an irrevocable direct-pay letter of
credit in the amount of $5,188,334 (the "Letter of Credit") in favor of the
                                         ----------------
Trustee; and

     WHEREAS, the Bank is willing to issue the Letter of Credit, subject to the
terms and conditions of a Reimbursement and Security Agreement dated as of even
date herewith (as amended, modified, supplemented, or restated from time to
time, the "Reimbursement Agreement") between the Company and the Bank,
           -----------------------
substantially in the form of Exhibit A to the Reimbursement Agreement; and

     WHEREAS, the Company also may become indebted and obligated to the Bank
pursuant to an International Swap Dealers Association, Inc. Master Agreement,
between the Company and the Bank (together with all amendments and schedules
thereto and confirmations thereof as the same may be further amended, restated,
supplemented, extended, or renewed from time to time, the "Master Agreement");
                                                           ----------------

     WHEREAS, as a condition precedent to the execution, delivery and
performance of the Reimbursement Agreement and any Master Agreement, and the
issuance of the Letter of Credit, the Bank has requested that the Guarantor
execute and deliver this Agreement as additional security for the payment and
performance of the obligations of the Company to the Bank under the
Reimbursement Agreement and any Master Agreement; and

<PAGE>

     WHEREAS, by virtue of its (i) ownership of 1/7th of the issued and
outstanding common stock of the Company, and (ii) its role as Manager of the
Company under the Management Agreement (as defined in the Reimbursement
Agreement), the Guarantor will materially and directly benefit from the issuance
of the Letter of Credit;

     NOW, THEREFORE, in consideration of the foregoing premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor does hereby covenant and agree with the Bank as
follows:

     Section 1.   The Guaranty. The Guarantor hereby unconditionally and
                  ------------
absolutely guarantees to the Bank, the full and prompt payment when due, whether
at stated maturity, acceleration or otherwise, of (a) all of the obligations,
whether now existing or hereafter arising of the Company to the Bank under the
Reimbursement Agreement, including without limitation amounts drawn and paid
under the Letter of Credit that have not been reimbursed by the Company under
the terms of the Reimbursement Agreement, in the maximum principal amount of
$5,188,334, and the unpaid principal and accrued interest due and owing under
the Promissory Note dated December 1, 2001 (the "Reimbursement Note"), from the
                                                 ------------------
Company to the Bank in the maximum principal amount of $5,000,000, to evidence
all Tender Advances, if any, to be made under the Reimbursement Agreement, and
(b) all of the obligations, whether now existing or hereafter arising of the
Company to the Bank under any Master Agreement (collectively, the
"Obligations"). The Bond Documents (as defined in the Loan Agreement), any
 -----------
Master Agreement, and all other documents and instruments evidencing or securing
the Obligations, as the same may be amended, modified, or restated from time to
time, are referred to herein collectively as the "Credit Documents."
                                                  ----------------

     Section 2.   Guaranty of Payment. This is a guaranty of payment and not of
                  -------------------
collection, and the Guarantor expressly waives any right to require that any
action be brought against the Company or that the Bank proceed against, exhaust
or resort to any security, including but not limited to North Carolina General
Statute (S) 26-7. The Guarantor shall pay all reasonable costs and expenses,
including reasonable attorneys' fees, paid or incurred by the Bank in connection
with the collection of the Obligations or the enforcement of the Guarantor's
obligations under this Agreement. All payments by the Guarantor shall be paid in
lawful money of the United States of America at the main office of the Bank or
at such other location as the Bank shall direct in writing to the Guarantor.

     Section 3.   Guaranty Unconditional. The obligations of the Guarantor
                  ----------------------
hereunder shall arise absolutely and unconditionally when the Letter of Credit
has been issued and delivered by the Bank to the Trustee. This Agreement shall
be a continuing, absolute and unconditional guaranty and shall remain in full
force and effect until the Bank's obligations to honor drawings under the Letter
of Credit and to make advances under any of the other Credit Documents have
terminated, all of the Obligations shall have been paid in full and the period
during which any payment of the Obligations to the Bank could be recovered as an
avoidable preference under 11 U.S.C. (S) 547, or any successor provision
thereof, has expired. The Guarantor agrees that to the extent all or part of any
payment of the Obligations is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a trustee,
receiver or any other party, then, to the extent of such repayment, this
Guaranty shall continue in full force and effect

                                        2

<PAGE>

or be revived and reinstated, as the case may be, as to the Obligations intended
to be satisfied, as if such payment had not been received.

     Section 4.   Absolute and Primary Liability. The Guarantor agrees that its
                  ------------------------------
obligations hereunder are irrevocable, absolute and unconditional, are
independent of the Obligations, and shall not be discharged, released, limited,
deferred, reduced or otherwise affected to any extent by reason of any of the
following, whether or not the Guarantor has notice or knowledge thereof: (a) the
invalidity or unenforceability of the Credit Documents; (b) any bankruptcy,
reorganization, arrangement, liquidation or insolvency of, or dissolution,
termination, reorganization or other change in the structure or existence of,
the Company, whether or not resulting in a discharge, reduction or restructuring
of the Obligations; or (c) the application of any statute, regulation, order,
rule, decree or other determination of any court or other governmental
authority, the effect of which is to extend the term or time for payment of the
Obligations.

     Section 5.   Releases, Extensions, Modifications, etc. The Guarantor agrees
                  -----------------------------------------
that the Bank may at any time and from time to time, upon or without any terms
or conditions and in whole or in part: (a) change the manner, place or terms of
payment of, change or extend the time for payment of, or renew, accelerate or
otherwise alter, the Obligations; (b) sell, exchange, release, substitute,
compromise, realize upon or otherwise deal with in any manner and in any order,
or fail to create, protect, perfect, secure, insure, continue or maintain any
liens in, any collateral or other security for the Obligations; (c) settle,
compromise, release or discharge, or accept or refuse any offer of performance
with respect to or substitutions for, the Obligations; (d) make or permit any
amendment, modification or supplement to or restatement of, or consent to any
rescission or waiver of or departure from, any provisions (including provisions
relating to events of default) of the Credit Documents; and (e) exercise or
refrain from exercising (whether voluntarily or involuntarily as a result of
court order, operation of law or otherwise) any rights and remedies available
under the Credit Documents, including, without limitation, foreclosing on any
security held by the Bank in any order and by any manner of sale permitted under
the Credit Documents and applicable law, whether or not every aspect of such
sale is commercially reasonable. The Bank may act or fail to act in the
foregoing manner without notice to or further assent by the Guarantor, whose
obligations hereunder shall not be discharged, released, limited, deferred,
reduced or otherwise affected in any manner or to any extent by reason of any of
the foregoing, notwithstanding that any such action or failure to act may impair
or extinguish any right of indemnification, contribution, reimbursement or
subrogation or other right or remedy of the Guarantor against the Company or any
collateral or other security for the Obligations.

     Section 6.   Waiver of Certain Rights; Subordination. The Guarantor hereby
                  ---------------------------------------
knowingly, voluntarily and expressly waives all presentments, demands for
payment, demands for performance, protests and notices, including, without
limitation, notices of nonpayment or other nonperformance, protest, dishonor,
acceptance hereof, and of any of the matters referred to in Sections 4 and 5 and
of any rights to consent thereto. During the occurrence and continuance of an
Event of Default as defined herein, any indebtedness of the Company to the
Guarantor now or hereafter existing, together with any interest thereon, shall
be deferred, postponed and subordinated to the Obligations. As regards any such
indebtedness, neither the Company nor the Guarantor shall commit or allow the
commission of any transfer, acceleration, forgiveness, prepayment, modification,
conversion or further subordination without the express written

                                        3

<PAGE>

consent of the Bank. Should any such indebtedness be or become represented by
any written instrument, such instrument shall forthwith be endorsed and
delivered to the Bank. Should the Company become a "debtor" as that term is
defined under Bankruptcy Code or any successive statute, the Bank is authorized,
but not required, to file proofs of claims on the Guarantor's behalf and vote
the rights of the Guarantor in any plan of reorganization. The Bank is further
empowered to demand, sue for, collect and receive every payment and distribution
on such indebtedness in the Company's bankruptcy proceeding.

     Section 7.   Representations and Warranties. In order to induce the Bank to
                  ------------------------------
accept this Agreement, to enter into the Reimbursement Agreement and to issue
the Letter of Credit, the Guarantor represents and warrants to the Bank (which
representations and warranties shall survive the execution and delivery of this
Agreement) that:

     (a)  Corporate Organization. The Guarantor is a corporation duly organized,
          ----------------------
validly existing and in good standing under the laws of its jurisdiction of
incorporation.

     (b)  Corporate Power and Authority. The execution, delivery and performance
          -----------------------------
of this Agreement (i) are within the corporate power and authority of the
Guarantor, and (ii) have been duly authorized by all necessary corporate action
on the part of the Guarantor.

     (c)  Due Execution and Delivery. This Agreement has been duly executed and
          --------------------------
delivered to the Bank by an officer of the Guarantor who has been duly
authorized to perform such acts.

     (d)  Enforceability. This Agreement constitutes the legal, valid and
          --------------
binding obligation of the Guarantor enforceable against the Guarantor in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws, statutes or rules
of general application affecting the enforcement of creditors' rights or general
principles of equity.

     (e)  No Conflict. The execution and delivery by the Guarantor of this
          -----------
Agreement and the performance by the Guarantor of its obligations hereunder (i)
do not violate provisions of statutory laws or regulations applicable to it,
(ii) do not violate its articles of incorporation or bylaws, (iii) do not breach
or result in a default under any material agreement to which it is a party, and
(iv) do not violate the terms of any judicial or administrative judgment, order,
decree or arbitral decision that names the Guarantor and is specifically
directed to it or its properties.

     (f)  No Litigation. There is no action, suit, proceeding, inquiry or
          -------------
investigation at law or in equity or before or by any court, public board or
body pending, or, to the best knowledge of the Guarantor, threatened against or
affecting the Guarantor wherein an unfavorable decision, ruling or finding would
have a material adverse effect on the financial condition of the Guarantor or
would materially adversely affect the transactions contemplated by, or the
validity or enforceability of, this Agreement.

     (g)  Full Disclosure. All written information heretofore furnished by the
          ---------------
Guarantor to the Bank, financial or otherwise, for purposes of or in connection
with this Agreement or any transaction contemplated hereby was, at the time the
same was so furnished, complete and correct in all material respects or based on
good faith estimates as of the time the same was

                                        4

<PAGE>

prepared. The Guarantor has disclosed to the Bank in writing any and all facts
which materially and adversely affect or may affect (to the extent the Guarantor
can now reasonably foresee), the business, operations, or condition, financial
or otherwise, of the Guarantor, or the ability of the Guarantor to perform its
obligations under this Agreement.

     Section 8.   Financial Information; Notices. The Guarantor covenants and
                  ------------------------------
agrees that during the term of this Guaranty, unless the Bank otherwise consents
in writing, the Guarantor shall deliver to the Bank: (a) as soon as practicable
and in any event within 90 days after the close of the fiscal year of the
Guarantor, beginning with the close of the current fiscal year, an audited
consolidated balance sheet of the Guarantor and its subsidiaries (including the
Company) as of the close of such fiscal year and audited consolidated statements
of income, retained earnings and cash flows for the Guarantor and its
subsidiaries (including the Company) for the fiscal year then ended, including
the notes to each, all in reasonable detail setting forth in comparative form
the corresponding figures for the preceding fiscal year, prepared by an
independent certified public accountant acceptable to the Bank in accordance
with generally accepted accounting principles applied on a basis consistent with
that of the preceding year or containing disclosure of the effect on the
financial position or results of operation of any change in the application of
accounting principles and practices during the year, and accompanied by a report
thereon by such certified public accountant containing an opinion that is not
qualified with respect to scope limitations imposed by the Guarantor or its
subsidiaries or with respect to accounting principles followed by the Guarantor
or its subsidiaries not in accordance with generally accepted accounting
principles; (b) within a reasonable time, upon the Bank's request, such other
information about the financial condition, operations and property of the
Guarantor and its subsidiaries as the Bank may from time to time reasonably
request; and (c) prompt notice of any Event of Default or any event that, with
the passage of time or giving of notice, or both, would constitute an Event of
Default.

     Section 9.   Events of Default. The occurrence of any one or more of the
                  -----------------
following events shall constitute an Event of Default hereunder:

     (a)  Failure of the Guarantor to pay any Obligation after the same shall
become due, whether at maturity, by acceleration or otherwise;

     (b)  Failure of the Guarantor to observe and perform the covenant contained
in Section 8 of this Agreement for 30 days after receipt by the Guarantor of
written notice from the Bank of such failure;

     (c)  Any warranty or representation made by the Guarantor in this Agreement
or in any document, instrument or certificate delivered to the Bank in
connection with this Agreement shall be incorrect in any material respect when
made or deemed made;

     (d)  The occurrence and continuance of any default or event of default
under the Reimbursement Agreement, the Reimbursement Note, or any of the other
Credit Documents; or

     (e)  The Guarantor shall cease to be a member in the Company in accordance
with the Company's bylaws.

                                        5

<PAGE>

     Section 10.  Rights and Remedies. Upon the occurrence and during the
                  -------------------
continuance of any Event of Default:

     (a)  Acceleration of Obligations. The Bank may, in its sole discretion (i)
          ---------------------------
declare all Obligations to be immediately due and payable, without presentment,
demand, protest, notice of intent to accelerate, notice or legal process of any
kind, all of which are hereby knowingly and expressly waived by the Guarantor,
(ii) notify the Trustee in writing that an Event of Default has occurred and is
continuing and request that (1) the Bonds be accelerated pursuant to Section 6.2
of the Indenture, or (2) all of the Bonds be required to be tendered for
purchase, and (iii) pursue all remedies available to it by contract, at law or
in equity.

     (b)  Right of Set-off. The Bank may, and is hereby authorized by the
          ----------------
Guarantor, at any time and from time to time, to the fullest extent permitted by
applicable laws, without advance notice to the Guarantor (any such notice being
expressly waived by the Guarantor), to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
any other indebtedness at any time owing by the Bank or any of its affiliates to
or for the credit or the account of the Guarantor against any or all of the
obligations of the Guarantor under this Agreement now or hereafter existing,
whether or not such obligations have matured. The Bank agrees promptly to notify
the Guarantor after any such set-off or application; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.

     (c)  Rights and Remedies Cumulative; Non-Waiver; etc. The enumeration of
          ------------------------------------------------
the Bank's rights and remedies set forth in this Agreement is not intended to be
exhaustive and the exercise by the Bank of any right or remedy shall not
preclude the exercise of any other rights or remedies, all of which shall be
cumulative, and shall be in addition to any other right or remedy given
hereunder, under any other agreement between the Guarantor and the Bank, under
any of the Credit Documents, or that may now or hereafter exist in law or in
equity or by suit or otherwise. No delay or failure to take action on the part
of the Bank in exercising any right, power or privilege shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or privilege preclude other or further exercise thereof or the exercise of
any other right, power or privilege or shall be construed to be a waiver of any
Event of Default. No course of dealing between the Guarantor and the Bank or
their agents or employees shall be effective to change, modify or discharge any
provision of this Agreement or to constitute a waiver of any Event of Default.

     Section 11.  Jurisdiction and Venue. AS PART OF THE CONSIDERATION FOR NEW
                  ----------------------
VALUE THIS DAY RECEIVED, THE GUARANTOR HEREBY CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING WITHIN THE STATE OF NORTH
CAROLINA FOR ANY ACTION TO WHICH THE GUARANTOR AND THE BANK ARE PARTIES. TO THE
EXTENT PERMITTED BY LAW, THE GUARANTOR WAIVES ANY OBJECTION WHICH THE GUARANTOR
MAY HAVE BASED ON LACK OF JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS
TO THE CONDUCT OF ANY ACTION INSTITUTED HEREUNDER OR UNDER THE REIMBURSEMENT
AGREEMENT, THE REIMBURSEMENT NOTE OR ANY OF THE OTHER CREDIT DOCUMENTS, OR
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE

                                        6

<PAGE>

REIMBURSEMENT AGREEMENT, THE REIMBURSEMENT NOTE, OR ANY OF THE OTHER CREDIT
DOCUMENTS, OR ANY OTHER PROCEEDING TO WHICH THE BANK IS A PARTY, INCLUDING ANY
ACTIONS BASED UPON, ARISING OUT OF OR IN CONNECTION WITH ANY COURSE OF CONDUCT,
COURSE OF DEALING OR STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE BANK
OR THE GUARANTOR, AND THE GUARANTOR CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION
SHALL AFFECT THE RIGHT OF THE BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE
GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION THAT HAS JURISDICTION OVER THE
GUARANTOR.

     Section 12. Waiver of Automatic or Supplemental Stay. IN THE EVENT THAT A
                 ----------------------------------------
PETITION FOR RELIEF UNDER ANY CHAPTER OF THE BANKRUPTCY CODE IS FILED BY OR
AGAINST THE COMPANY, THE GUARANTOR PROMISES AND COVENANTS THAT IT WILL NOT SEEK,
OR CAUSE OR PERMIT THE COMPANY TO SEEK, A SUPPLEMENTAL STAY PURSUANT TO
BANKRUPTCY CODE (S)(S) 105 OR 362 OR ANY OTHER RELIEF PURSUANT TO BANKRUPTCY
CODE (S) 105 OR ANY OTHER PROVISION OF THE BANKRUPTCY CODE, WHETHER INJUNCTIVE
OR OTHERWISE, WHICH WOULD STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT THE
BANK'S ABILITY TO ENFORCE ANY RIGHTS IT HAS UNDER THIS AGREEMENT, OR AT LAW OR
IN EQUITY, OR ANY OTHER RIGHTS THE BANK HAS, WHETHER NOW OR HEREAFTER ACQUIRED,
AGAINST THE GUARANTOR.

     Section 13. Notices. All demands, notices, approvals, consents, requests,
                 -------
and other communications hereunder shall be in writing and shall be deemed to
have been given when the writing is delivered if given or delivered by hand,
overnight delivery service or facsimile transmitter (with confirmed receipt) or
five days after being mailed, if mailed, by first class, registered or certified
mail, postage prepaid, addressed as follows:

     (a)  if to the Guarantor:

          Coca-Cola Bottling Co. Consolidated
          Post Office Box 31487 (28231-1487)
          4100 Coca-Cola Plaza
          Charlotte, North Carolina 28211-3481
          Attention:  Clifford M. Deal, III
                      Vice President and Treasurer
          Telephone:  (704) 557-4633
          Telecopy:   (704) 557-4451

                                        7

<PAGE>

          with a copy to:
          --------------

          Kennedy Covington Lobdell & Hickman, L.L.P.
          Bank of America Corporate Center, 42nd Floor
          100 North Tryon Street
          Charlotte, North Carolina 28202-4006
          Attention:  Henry W. Flint, Esquire
          Telephone:  (704) 331-7487
          Telecopy:   (704) 331-7598


     (b)  if to the Bank:

          Wachovia Bank, N.A.
          Mail Code NC-21319
          400 South Tryon Street
          Charlotte, North Carolina 28202
          Attention:  Christopher L. Fincher
                      Senior Vice President
          Telephone:  (704) 378-5702
          Telecopy:   (704) 378-5035

          with a copy to:
          --------------

          First Union National Bank
          Mail Code NC0600
          301 South College Street, DC8
          Charlotte, North Carolina 28288-0600
          Attention:  Mr. William T. Bingham

          Robinson, Bradshaw & Hinson, P.A.
          101 North Tryon Street, Suite 1900
          Charlotte, North Carolina 28246
          Attention:  Caroline Wannamaker Sink, Esquire
          Telephone:  (704) 377-8302
          Telecopy:   (704) 373-3902

The Guarantor or the Bank may, by notice given hereunder, designate any further
or different addresses to which subsequent demands, notices, approvals,
consents, requests, or other communications shall be sent or persons to whose
attention the same shall be directed.

     Section 14. Controlling Law. This Agreement has been accepted at, and shall
                 ---------------
be deemed to have been made in, North Carolina and shall be interpreted in
accordance with the internal laws (as opposed to conflicts of laws provisions)
of the State of North Carolina.

                                       8

<PAGE>

     Section 15. Successors and Assigns. This Agreement shall be binding upon
                 ----------------------
the Guarantor, its successors and assigns and all rights against the Guarantor
arising under this Agreement shall be for the sole benefit of the Bank.

     Section 16. Amendment. This Agreement can be amended or modified only by an
                 ---------
instrument in writing signed by the parties hereto.

     Section 17. Entire Agreement. THIS AGREEMENT AND THE DOCUMENTS AND
                 ----------------
INSTRUMENTS EXECUTED AND DELIVERED CONTEMPORANEOUSLY HEREWITH EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AND SUPERSEDE ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS OF SUCH PERSONS, VERBAL OR WRITTEN, RELATING TO
THE SUBJECT MATTER HEREOF. THIS AGREEMENT AND THE DOCUMENTS AND INSTRUMENTS
EXECUTED IN CONNECTION HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

     Section 18. Severability. In the event that any provision of this Agreement
                 ------------
shall be determined to be invalid or unenforceable by any court of competent
jurisdiction, such determination shall not invalidate or render unenforceable
any other provision hereof.

     Section 19. Counterparts. This Agreement may be executed in several
                 ------------
counterparts, each of which shall be an original and all of which, together
shall constitute but one and the same instrument.


           [The remainder of this page if left blank intentionally.]

                                       9

<PAGE>

     IN WITNESS WHEREOF, the Guarantor has caused this Guaranty Agreement to be
executed under seal as of the date first written above.

                                       COCA-COLA BOTTLING CO. CONSOLIDATED


[CORPORATE SEAL]

                                       By: /s/ CLIFFORD M. DEAL III
                                           -------------------------------------
                                           Clifford M. Deal III
                                           Vice President

ATTEST:

/s/ KAREN D'EREDITA
- -------------------------------------
Karen D'Eredita, Assistant Secretary





             [Execution by the Bank appears on the following page.]


                                       S-1

<PAGE>

                                       ACCEPTED BY:

                                       WACHOVIA BANK, N.A.



                                       By: CHRISTOPHER L. FINCHER
                                           -------------------------------------
                                           Christopher L. Fincher
                                           Senior Vice President





                              (Guaranty Agreement)


                                       S-2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>6
<FILENAME>dex1019.txt
<DESCRIPTION>ANNUAL BONUS PLAN-2002
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.19


                       COCA-COLA BOTTLING CO. CONSOLIDATED
                       -----------------------------------

                            ANNUAL BONUS PLAN - 2002
                            ------------------------

PURPOSE
- -------

The purpose of this Annual Bonus Plan (the "Plan") is to promote the best
interests of the Company and its Shareholders by providing key management
employees with additional incentives to assist the Company in meeting and
exceeding its business goals.

PLAN ADMINISTRATION
- -------------------

The Plan will be administered by the Compensation Committee as elected by the
Board of Directors; provided that, so long as the Company and the Plan are
subject to the provisions of Section 162(m) of the Internal Revenue Code of
1986, as amended ("Section 162(m)"), either the Compensation Committee shall be
composed solely of two or more directors who qualify as "outside directors"
under Section 162(m) or, if for any reason one or more members of the
Compensation Committee cannot qualify as "outside directors," the Board shall
appoint a separate Bonus Plan Committee composed of two or more "outside
directors" which shall have all of the powers otherwise granted to the
Compensation Committee to administer the Plan. All references herein to the
"Committee" shall be deemed to refer to either the


<PAGE>

Compensation Committee or to the Bonus Plan Committee, as applicable at any
given time. The Committee is authorized to establish new guidelines for
administration of the Plan, delegate certain tasks to management, make
determinations and interpretations under the Plan, and to make awards pursuant
to the Plan; provided, however, that the Committee shall at all times be
required to exercise these discretionary powers in a manner, and subject to such
limitations, as will permit all payments under the Plan to "covered employees"
(as defined in Section 162(m)) to continue to qualify as "performance-based
compensation" for purposes of Section 162(m), and any action taken by the
Committee shall automatically be deemed null and void to the extent (if any)
that it would have the effect of destroying such qualification. Subject to the
foregoing, all determinations and interpretations of the Committee will be
binding upon the Company and each participant.

PLAN GUIDELINES
- ---------------

Eligibility: The Committee is authorized to grant cash awards to any officer,
including officers who are directors and to other employees of the Company and
its affiliates in key positions.

Participation: Management will recommend annually key positions which should
qualify for awards under the Plan.


<PAGE>

The Committee has full and final authority in its discretion to select the key
positions eligible for awards. Management will inform individuals in selected
key positions of their participation in the Plan.

Qualification and Amount of Award:

1.       Participants will qualify for awards under the Plan based on:
         (a)      Corporate goals set for the fiscal year.
         (b)      Division/Manufacturing Center goals or
                  individual goals set for the fiscal year.
         (c)      The Committee may, in its sole discretion, eliminate any
                  individual award, or reduce (but not increase) the amount of
                  compensation payable with respect to any individual award.

2.       The total cash award to the participant will be computed as follows:
         Gross Cash Award = Base Salary X Approved Bonus % Factor X Indexed
                Performance Factor X Overall Goal Achievement Factor.

         Notwithstanding the above formula, the maximum cash award that may be
         made to any individual participant based upon performance for any
         fiscal year period shall be $1,000,000.

3.       The Base Salary is the participant's base salary level set for the
         fiscal year. The Approved Bonus % Factor is a number set by the
         Committee (maximum = 100%) to


<PAGE>

         reflect each participant's relative responsibility and the contribution
         to Company performance attributed to each participant's position with
         the Company.

4.       The Indexed Performance Factor is determined by the Committee prior to
         making payments of awards for each fiscal year, based on each
         individual's performance during such fiscal year. Since the Committee
         is necessarily required to evaluate subjective factors related to each
         individual's performance in order to arrive at this number, and since
         such evaluations cannot be made until after the close of the fiscal
         year to which the award relates, the Indexed Performance Factor will
         automatically be set at 1.2 for all participants who are "covered
         employees" (as defined in Section 162(m)), in order to allow awards to
         such participants to qualify as "performance-based compensation" that
         is not subject to the deduction limits of Section 162(m).

5.       The Overall Goal Achievement Factor used in calculating the Gross Cash
         Award for each participant will be determined on the basis of
         multiplying the weightage factor specified in ANNEX A attached hereto
         for each of the six performance criteria specified therein (Operating
         Cash Flow (as defined in ANNEX A), Free Cash Flow (as defined in ANNEX
         A), Net Income, Unit Volume, Market Share, and an overall Value Measure
         (as defined in ANNEX A)) by the percentage specified in the


<PAGE>

         following table for the level of performance achieved with respect to
         each such goal:

                  Goal Achievement                     Amount of Award
                    (in percent)                       (as a % of max.)
                    ------------                       ----------------

                     89.0 or less                             0
                     89.1-94                                 80
                     94.1-97                                 90
                     97.1-100                               100
                    100.1-105                               110
                    105.1-110                               120

6.       The Committee will review and approve all awards. The Committee has
         full and final authority in its discretion to adjust the Gross Cash
         Award determined in accordance with the formula described above in
         arriving at the actual gross amount of the award to be paid to any
         participant; subject, however, to the limitation that such authority
         may be exercised in a manner which reduces (by using lower numbers for
         the Indexed Performance Factor or otherwise), but not in a manner which
         increases, the Gross Cash Award calculated in accordance with the
         formula prescribed in Paragraph 2 above. The gross amount will be
         subject to all local, state and federal minimum tax withholding
         requirements.

7.       Participant must be an employee of the Company on the date of payment
         to qualify for an award. Any participant who leaves the employ of the
         Company, voluntarily or involuntarily, prior to the payment date, is
         ineligible for any bonus. An employee who


<PAGE>

         assumes a key position during the fiscal year may be eligible for a
         pro-rated award at the option of the Committee, provided the
         participant has been employed a minimum of three (3) months during the
         calendar year.

8.       Awards under the bonus program will not be made if any material aspects
         of the bottle contracts with The Coca-Cola Company are violated.

Payment Date: Awards shall be paid upon determination (and certification by the
Committee, as provided below) of the results under each of the performance
criteria specified in Paragraph 5 above following the closing of the Company's
books for the fiscal year to which such awards relate; provided, however, that
the Committee shall have discretion to delay its certification and payment of
awards for any fiscal year until following notification from the Company's
independent auditors of the final audited results of operations for the fiscal
year. In any event, the Committee shall provide written certification that the
annual performance goals have been attained, as required by Section 162(m),
prior to any payments being made for any fiscal year.

AMENDMENTS, MODIFICATIONS AND TERMINATION
- -----------------------------------------

The Committee is authorized to amend, modify or terminate the Plan retroactively
at any time, in part or in whole;


<PAGE>

provided, however, that any such amendment may not cause payments to "covered
employees" under the Plan to cease to qualify as "performance-based
compensation" under Section 162(m) unless such amendment has been approved by
the full Board of Directors of the Company.

SHAREHOLDER APPROVAL REQUIREMENT
- --------------------------------

So long as the Company and the Plan are subject to the provisions of Section
162(m), no awards shall be paid to any participants under the Plan unless the
performance goals under the Plan (including any subsequent Plan amendments as
contemplated above) shall have received any approval of the Company's
shareholders required in order for all such payments to "covered employees" to
qualify as "performance-based compensation" under Section 162(m).


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>7
<FILENAME>dex1038.txt
<DESCRIPTION>SECURITIES PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.38



                          SECURITIES PURCHASE AGREEMENT

     SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of January 2,
2002, by and between Piedmont Partnership Holding Company, a Delaware
corporation ("KO Subsidiary"), and, Coca-Cola Ventures, Inc., a Delaware
corporation ("Consolidated Subsidiary").

                              W I T N E S S E T H:

     WHEREAS, each of KO Subsidiary and Consolidated Subsidiary owns a 50%
general partnership interest in Piedmont Coca-Cola Bottling Partnership, a
Delaware general partnership (the "Partnership"); and

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

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

     WHEREAS, KO Subsidiary desires to sell to Consolidated Subsidiary and
Consolidated Subsidiary desires to purchase from KO Subsidiary, on the terms and
subject to the conditions set forth herein, a 4.651% interest in the capital,
profits and losses of the Partnership, including, without limitation, 9.302% of
KO Subsidiarys Capital Account, KO Subsidiarys rights to allocations of net
profit and net loss and distributions of cash flow and capital items of the
Partnership (the "Interest").

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

     1.   Purchase and Sale. Upon the terms and subject to the conditions set
forth in this Agreement, KO Subsidiary agrees to sell to Consolidated
Subsidiary, and Consolidated Subsidiary agrees to purchase from KO Subsidiary,
the Interest (the "Sale") for an aggregate purchase price of $10 million (the
Purchase Price).

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

<PAGE>

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

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

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

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

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

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

                                        2

<PAGE>

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

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

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

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

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

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

                                        3

<PAGE>

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

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

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

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

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

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

     6.   Tax Covenants. KO Subsidiary and Consolidated Subsidiary each
covenants and agrees to cause the Partnership to timely file federal and, if
applicable, state income tax returns

                                        4

<PAGE>

including Internal Revenue Form 1065) for the Partnerships taxable year during
which the Closing occurs and, unless such elections would already be in effect,
to include with the federal return an election under section 754 of the Internal
Revenue Code of 1986, as amended, or any successor statute thereto (the Code) to
adjust the basis of Partnership property under section 734(b) with respect to
distributions of Partnership property and section 743(b) of the Code with
respect to transfers of partnership interests of the Partnership (and to include
with such state income tax returns any comparable election that may be
applicable with respect to any state income tax return to be filed by the
Partnership) (the Section 754 Elections). The Section 754 Elections shall be
filed in such form and manner as determined by Consolidated Subsidiary in its
sole discretion. In addition, if requested by Consolidated Subsidiary, KO
Subsidiary shall join with Consolidated Subsidiary to cause the Partnership to
timely file protective Section 754 Elections with any other income tax returns
filed by the Partnership with respect to its 2002 fiscal year in such form and
manner as Consolidated Subsidiary in its sole discretion deems to be appropriate
to be assured that the adjustments described in section 743(b) of the Code with
respect to the adjusted tax basis of the Partnerships property are made with
respect to Consolidated Subsidiarys purchase of the Interest.

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

          (i)  if to KO Subsidiary:

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

                    with a copy to:

                    The Coca-Cola Company
                    One Coca-Cola Plaza
                    Atlanta, GA 30301
                    Attn: General Counsel
                    Facsimile: (404) 676-2546

          (ii) if to consolidated Subsidiary:

                                        5

<PAGE>
                    Coca-Cola Ventures, Inc.
                    c/o Coca-Cola Bottling Co. Consolidated
                    Coca-Cola Corporate Center
                    9100 Coca-Cola Plaza (28211-3481)
                    P.O. Box 31487
                    Charlotte, North Carolina 28211-3481
                    Attn: Chief Financial Officer
                    Facsimile: (704) 557-4451

                    with a copy to:

                    Kennedy Covington Lobdell & Hickman, L.L.P.
                    Bank of America Corporate Center
                    100 North Tryon Street, 42nd Floor
                    Charlotte, North Carolina 28202-4006
                    Attn: Henry W. Flint, Esq.
                    Facsimile: (704) 331-7598

     8.   Miscellaneous

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

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

          (d) In case any provision in or obligation under this Agreement shall
     be invalid, illegal or unenforceable in any jurisdiction, the validity,
     legality and enforceability of the remaining provisions or obligations, or
     of such provision or obligation in any other jurisdiction, shall not in any
     way be affected or impaired thereby.

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

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

                                        6

<PAGE>

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

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

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



                            [SIGNATURE PAGE FOLLOWS]

                                        7

<PAGE>

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

                                       PIEDMONT PARTNERSHIP HOLDING COMPANY



                                       By: /s/ GARY P. FAYARD
                                       -----------------------------------------
                                       Name:  Gary P. Fayard
                                       Title: President


                                       COCA-COLA VENTURES, INC.



                                       By: /s/ DAVID V. SINGER
                                       -----------------------------------------
                                       Name:  David V. Singer
                                       Title: Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>8
<FILENAME>dex1039.txt
<DESCRIPTION>ASSIGNMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.39



                                   ASSIGNMENT

     This Assignment (this "Assignment") dated January 2, 2002, is by and
between Piedmont Partnership Holding Company, a Delaware corporation ("KO
Subsidiary"), and Coca-Cola Ventures, Inc., a Delaware corporation
("Consolidated Subsidiary").

                                 R E C I T A L S

     WHEREAS, pursuant to the Securities Purchase Agreement, dated as of January
2, 2002 ( the "Purchase Agreement"), by and between KO Subsidiary and
Consolidated Subsidiary, KO Subsidiary agreed to sell to Consolidated
Subsidiary, and Consolidated Subsidiary agreed to purchase from KO Subsidiary,
the Interest (as defined in the Purchase Agreement) for an aggregate purchase
price of $10 million (the Purchase Price), all on the terms and subject to the
conditions set forth in the Purchase Agreement; and

     WHEREAS, capitalized terms used herein, and not otherwise defined herein,
shall have the respective meanings ascribed to them in the Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the payment
of the Purchase Price by Consolidated Subsidiary to KO Subsidiary, KO Subsidiary
and Consolidated Subsidiary hereby agree as follows:

1.   Transfer of the Partnership Interest. KO Subsidiary hereby sells, conveys,
transfers and assigns to Consolidated Subsidiary, the Interest, free and clear
of all security interests, liens, judgements or encumbrances of any kind or
nature (other than encumbrances that may arise under the Partnership Agreement
and federal or state securities laws).

2.   Further Assurances. Each of KO Subsidiary and Consolidated Subsidiary
agrees that it will, at any time and from time to time, execute and deliver to
the other party such further documents and instruments and take such other
actions, that may reasonably be requested by the other party to evidence the
sale, conveyance, transfer and assignment of the Interest described in Section
1.

3.   No Amendment. This Assignment is an instrument of transfer contemplated by,
and is executed pursuant to, the Purchase Agreement. Nothing contained in this
Assignment shall be deemed to supersede, amend or modify any of the terms,
conditions or provisions of the Purchase Agreement or any rights or obligations
of the parties hereto under the Purchase Agreement, and, to the extent of any
conflict between the Purchase Agreement and this Assignment, the terms and
provisions of the Purchase Agreement shall prevail.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

     IN WITNESS WHEREOF, each of the undersigned has caused this Assignment to
be executed as of the day and year first written above.

                                       PIEDMONT PARTNERSHIP HOLDING COMPANY



                                       By: /s/ GARY P. FAYARD
                                       -----------------------------------------
                                       Name:  Gary P. Fayard
                                       Title: President


                                       COCA-COLA VENTURES, INC.



                                       By: /s/ DAVID V. SINGER
                                       -----------------------------------------
                                       Name:  David V. Singer
                                       Title: Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.40
<SEQUENCE>9
<FILENAME>dex1040.txt
<DESCRIPTION>LOAN AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.40

                                                                  EXECUTION COPY



          ************************************************************

                     PIEDMONT COCA-COLA BOTTLING PARTNERSHIP

                                   as Borrower

                                 ---------------

                                 LOAN AGREEMENT


                            Dated as of May 28, 1996

                                 ---------------

                  The financial institutions identified herein
                                    as Banks

                                 ---------------

                               LTCB TRUST COMPANY

                                    as Agent

                                 ---------------

                         CREDIT LYONNAIS ATLANTA AGENCY
                        DEUTSCHE BANK AG, NEW YORK BRANCH
                    DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, and
              THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY

                                  as Co-Agents

          ************************************************************

<PAGE>

            LOAN AGREEMENT, dated as of May 28, 1996, among PIEDMONT COCA-COLA
BOTTLING PARTNERSHIP, a general partnership duly organized and validly existing
under the laws of the State of Delaware (the "Company"); the financial
                                              -------
institutions named herein as lenders (the "Banks"); LTCB TRUST COMPANY, a trust
                                           -----
company organized under the laws of the State of New York, as agent on behalf of
the Banks (in such capacity, the "Agent"); and CREDIT LYONNAIS ATLANTA AGENCY,
                                  -----
DEUTSCHE BANK AG, NEW YORK BRANCH, DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, CAYMAN
ISLANDS BRANCH and THE INDUSTRIAL BANK OF JAPAN, LIMITED, ATLANTA AGENCY as
co-agents (in such capacity, the "Co-Agents").
                                  ---------

            WHEREAS, the Company has requested the Banks to make term loans to
the Company in an aggregate principal amount up to but not exceeding
$195,000,000 for the purpose of refinancing certain existing indebtedness of the
Company and for other general corporate purposes of the Company;

            WHEREAS, the Banks are willing to make such loans to the Company on
the terms and conditions of this Agreement; and

            WHEREAS, the Agent has been requested to act as agent for the Banks,
and the Agent is willing to act as such agent on the terms and conditions of
this Agreement,

            NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:

            Section 1.  Definitions and Accounting Matters.
                        ----------------------------------

            1.01   Certain Defined Terms. As used herein, the following terms
                   ---------------------
shall have the following meanings (all terms defined in this Section 1 or in
other provisions of this Agreement in the singular shall have the same meanings
when used in the plural and vice versa):
                            ---- -----

            "Affiliate" shall mean, as to any Person, any Subsidiary of such
             ---------
Person and any other Person which, directly or indirectly, controls, is
controlled by, or is under direct or indirect common control with, such Person.
For purposes of this definition "control" of a Person means the possession,
                                 -------
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
                                                     -----------
"controlled" have corresponding meanings. Each of the Partners, Consolidated and
 ----------
Coca-Cola in any event shall be deemed to be Affiliates of the Company.

            "Applicable Lending Office" shall mean, for any Bank, the Lending
             -------------------------
Office or Lending Offices of such Bank (or of an affiliate of such Bank)
designated on the signature pages hereof or such other office or offices of such
Bank (or of an affiliate of such Bank) as such Bank may from time to time
specify to the Company and the Agent in writing as the office or offices at
which all or a portion of its LIBOR Loans or its Base Rate Loans, as the case
may be, are to be made and maintained.

<PAGE>

            "Applicable Margin" shall mean, for any day, the percentage rate per
             -----------------
annum set forth below in the column below such term in the row corresponding to
the "Level" status in existence on such day:

                                                        Applicable Margin
                                                        -----------------

            Level 1                                           0.50%
            Level 2                                           0.60%
            Level 3                                           0.75%
            Level 4                                   (Post-Default Rate).

Each change in the Applicable Margin resulting from a change in the Level status
(which shall change simultaneously with a change in the Company's Corporate
Credit Rating) shall take effect on the earlier of (i) the date on which the
Company is required to give notice of such change to the Agent and the Banks
pursuant to Section 8.01 (g) hereof, and (ii) the date on which the Agent and
the Banks receive such notice; provided, that if at any time any notice from the
                               --------
Company to the Agent pursuant to Sections 8.01 (c) or (g) indicates that the
Corporate Credit Rating of the Company changed on a date prior to the date of
such notice, such change shall be effective with regard to the Applicable Margin
as follows:

                   (i)  if such notice was received by the Agent and the Banks
            on a timely basis as required by said Sections 8.01(c) or (g), any
            change in the Applicable Margin by reason of such notice shall be
            effective on the date of the Agent's receipt of such notice; and

                   (ii) if such notice was not received by the Agent and the
            Banks on a timely basis as required by said Sections 8.01 (c) or
            (g), then without prejudice to any other remedies that the Agent or
            any Bank may have, (A) if such notice indicates that there should
            have been an increase in the Applicable Margin, such increase shall
            be retroactive to the date on which such notice was required to have
            been delivered pursuant to the respective Section, and (B) if such
            notice indicates that there should have been a decrease in the
            Applicable Margin, such decrease shall be effective on the date of
            the Agent's receipt of such notice.

            "Base Rate" shall mean, for any day, a rate per annum equal to the
             ---------
higher of (i) the Prime Rate for such day or (ii) the sum of 1% plus the Federal
Funds Effective Rate for such day. Each change in the Base Rate resulting from a
change in the Prime Rate or the Federal Funds Effective Rate shall take effect
on the date when such change in the Prime Rate or the Federal Funds Effective
Rate, as the case may be, occurs.

            "Base Rate Loan" shall mean a Loan made or to be made by a Bank
             --------------
bearing interest on the basis of the Base Rate in accordance with Section
3.02(a)(ii) hereof.

            "Business Day" shall mean any day (but not a Saturday or Sunday) on
             ------------
which commercial banks are not authorized or required to close in New York City,
and which is also a day on which dealings in Dollar deposits are carried out in
the London interbank market.

                                      -2-

<PAGE>

            "Capital Stock", as applied to the stock of any Corporation, shall
             -------------
mean the capital stock of every class whether now or hereafter authorized,
regardless of whether such capital stock shall be limited to a fixed sum or
percentage with respect to the rights of the holders thereof to participate in
dividends and in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of such Corporation.

            "Carolina" shall mean Carolina Coca-Cola Bottling Investments, Inc.,
             --------
a Delaware corporation and a wholly-owned Subsidiary of Coca-Cola, and its
successors.

            "Coca-Cola" shall mean The Coca-Cola Company, a Delaware
             ---------
corporation, and its successors.

            "Coca-Cola Ventures" shall mean Coca-Cola Ventures, Inc., a Delaware
             ------------------
corporation and a wholly-owned Subsidiary of Consolidated, and its successors.

            "Code" shall mean the Internal Revenue Code of 1986, as amended.
             ----

            "Commitment" shall mean, with respect to each Bank, the obligation
             ----------
of such Bank to make a Loan to the Company on the borrowing date pursuant to
Section 2.01 hereof, such Loan to be in a principal amount up to but not
exceeding the amount set forth opposite such Bank's name on the signature pages
hereof, on the terms and conditions of this Agreement.

            "Commitment Termination Date" shall mean June 30,1996.
             ---------------------------

            "Common Stock" shall mean, with respect to any Person, any and all
             ------------
Capital Stock of such Person that is not Preferred Stock. In the case of
Consolidated, all Common Stock is, on the date hereof, designated "Common
Stock", "Class B Common Stock" and "Class C Common Stock".

            "Consolidated" shall mean Coca-Cola Bottling Co. Consolidated, a
             ------------
Delaware corporation, and its successors.

            "Container Supply Cooperatives" shall mean Southeastern Container,
             -----------------------------
Inc., a North Carolina corporation, and each other cooperative Corporation or
other Person in which the Company holds Equity Interests, that supplies cans and
other containers to the Company.

            "Corporate Credit Rating" shall mean S&P's "corporate credit
             -----------------------
rating", which rating (i) is S&P's most widely known rating product, (ii)
describes a company's overall creditworthiness, (iii) applies to all of such
Company's senior unsecured debt obligations, whether short-term or long-term,
without the benefit of any third-party credit enhancement (including, without
limitation, the Loans under this Agreement) and (iv) is currently denoted by the
symbols "AAA", "AA", "A", "BBB", "BB" and the like.

            "Corporation" includes corporations, associations, companies,
             -----------
limited liability companies and business trusts.

                                      -3-

<PAGE>

            "Default" shall mean an Event of Default or an event which with
             -------
notice or lapse of time or both would become an Event of Default.

            "Disposition" shall mean any sale, assignment, lease, sublease or
             -----------
other disposition of any asset, revenue or other property (including, without
limitation, any such transaction effected by way of merger or consolidation by
the Company and any investment or other injection of cash into a Subsidiary of
the Company or any other Person).

            "Dollars" and "$" shall mean lawful money of the United States of
             -------       -
America.

            "Employee Benefit Plan" shall mean at any time an employee benefit
             ---------------------
plan within the meaning of Section 3(3) of ERISA, providing for current,
post-retirement or other benefits, and includes, without limitation, any
Multiemployer Plan and any plan subject to Section 4063 of ERISA.

            "Environmental Claims" shall mean any and all administrative,
             --------------------
regulatory or judicial actions, suits, demands, demand letters, directives,
claims, Liens, notices of noncompliance or violation, investigations or
proceedings relating in any way to any Environmental Law or Health Law or any
permit issued, or approval given, under any Environmental Law or Health Law,
including, without limitation, any of the foregoing (a) for enforcement,
cleanup, removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law or Health Law, and (b) by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief in connection with any alleged injury or threat of injury to
health, safety or the environment.

            "Environmental Laws" shall mean the Comprehensive Environmental
             ------------------
Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. 6901, et seq., the Clean Air Act, 42
U.S.C. 7401, et seq., the Clean Water Act, 33 U.S.C. 1251, et seq., the Toxic
Substances Control Act, 15 U.S.C. 2601, et seq., the Safe Drinking Water Act, 42
U.S.C. 3803, et seq., the Oil Pollution Act of 1990, 33 U.S.C. 2701, et seq.,
the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. 11001,
et seq., the Hazardous Material Transportation Act, 49 U.S.C. 1801, et seq., the
Occupational Safety and Health Act, 29 U.S.C. 651, et seq., and all other
federal, state, local and foreign statutes, laws, ordinances, regulations,
rules, codes, binding and enforceable guidelines, binding and enforceable
written policies, rules of common law, orders and permits now or hereafter in
effect, and any judicial or administrative consent decrees, judgments and
interpretations) relating to the protection or clean-up of the environment (or
of human health in connection with the environment), employee health and safety,
industrial hygiene or Hazardous Materials, or relating to emissions, discharges
or other Releases or threatened Releases of pollutants, contaminants, chemicals
or industrial, toxic or hazardous substances or wastes or other Hazardous
Materials into the environment (including, without limitation, air, surface
water, ground water or land), or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, chemicals, wastes or industrial, toxic or
hazardous substances or other Hazardous Materials.

                                      -4-

<PAGE>

            "Environmental Liabilities" shall mean all liabilities, obligations,
             -------------------------
responsibilities, obligations to conduct Remedial Actions, losses, damages,
punitive damages, consequential damages, treble damages, costs and expenses
(including, without limitation, all reasonable fees, disbursements and expenses
of counsel, expert and consulting fees and costs of investigations and
feasibility studies), fines, penalties, and monetary sanctions, interest, direct
or indirect, known or unknown, absolute or contingent, past, present or future,
resulting from any claim or demand, by any Person, whether based in contract,
tort, implied or express warranty, strict liability, criminal or civil statute,
including any Environmental Law or Health Law, arising from on-site
environmental, health or safety conditions, or the Release or threatened Release
into the environment, as a result of past, present or future operations of the
Company or any previous owners or lessees of any properties.

            "Environmental Licenses" shall mean all licenses, approvals,
             ----------------------
notifications, registrations or permits required by applicable Environmental
Laws or Health Laws, including, without limitation, all lawful orders and
directives of governmental authorities with respect to the foregoing.

            "Equity Interests" of any Person shall mean the aggregate amount
             ----------------
invested in all shares of stock (whether common or preferred), partnership or
membership interests in such Person.

            "ERISA" shall mean the Employee Retirement Income Security Act of
             -----
1974, as amended, or any successor statute.

            "ERISA Affiliate" shall mean any member of the ERISA Group and any
             ---------------
other "affiliate" as defined in Section 407(d)(7) of ERISA.

            "ERISA Group" shall mean the Company, Consolidated and all members
             -----------
of a controlled group of Corporations, and all trades or businesses (whether or
not incorporated) under common control which, together with the Company and/or
Consolidated, are treated as a single employer under Section 414 of the Internal
Revenue Code.

            "Euro-Dollar Reserve Percentage" shall mean for any day that
             ------------------------------
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the reserve requirement in respect of "Eurocurrency
liabilities" (or in respect of any other category of liabilities which includes
deposits by reference to which the interest rate on LIBOR Loans is determined
or any category of extensions of credit or other assets which includes loans by
a non-United States office of any Bank to United States residents).

            "Event of Default" shall have the meaning assigned to that term in
             ----------------
Section 9 hereof.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
             ------------
amended.

                                      -5-

<PAGE>

            "Executive Committee" shall mean the Executive Committee of the
             -------------------
Company, as provided in the Partnership Agreement.

            "Existing Credit Agreement" shall mean the Credit Agreement, dated
             -------------------------
as of August 31, 1993, among the Company, the financial institutions named
therein, and Bank of America, National Trust & Savings Association, as agent on
behalf of such banks, as heretofore amended.

            "FDA" shall mean the United States Food and Drug Administration, and
             ---
any successor thereto.

            "Federal Funds Effective Rate" shall mean, for any day, the rate per
             ----------------------------
annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to
the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the New York
Business Day next succeeding such day; provided that (i) if such day is not a
New York Business Day, the Federal Funds Effective Rate for such day shall be
such rate on such transactions on the next preceding New York Business Day as so
published on the next succeeding New York Business Day, and (ii) if no such rate
is so published on such next succeeding New York Business Day, the Federal Funds
Effective Rate for such day shall be the rate per annum determined by the Agent
to be the average of the rates quoted to the Agent on such day on such
transactions by at least three independent federal funds brokers in New York
City selected by the Agent. For purposes of this definition, "New York Business
                                                              -----------------
Day" means any day, except a Saturday, Sunday or other day on which commercial
- ---
banks in New York City are authorized or required by law to close.

            "GAAP" has the meaning set forth in Section 1.02.
             ----

            "Governmental Authority" shall mean (a) the government of any
             ----------------------
federal, state, municipal or other political subdivision in which property of
the Company or any of its Subsidiaries is located and (b) any other government
exercising jurisdiction over the Company or any of its Subsidiaries, including
all agencies and instrumentalities of such government.

            "Governmental Requirements" shall mean laws, ordinances, statutes,
             -------------------------
codes, rules, regulations, orders, decrees and judgments of any Governmental
Authority.

            "Guarantee" by any Person shall mean any obligation, contingent or
             ---------
otherwise, of such Person directly or indirectly guaranteeing or otherwise
providing (by direct agreement, by causing a bank to issue a letter of credit,
or otherwise) for the payment of any indebtedness, lease, dividend or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) any such indebtedness, lease, dividend or other obligation (whether
arising by virtue of partnership arrangements, by agreement to keep-well, to
purchase assets, goods, accounts, receivables, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise)

                                      -6-

<PAGE>

or (ii) entered into for the purpose of assuring in any other manner the obligee
of such indebtedness, lease, dividend or other obligation of the payment thereof
or to protect such obligee against loss in respect thereof (in whole or in part)
or (iii) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor; provided
                                                                        --------
that the term Guarantee shall not include endorsements of instruments for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

            For purposes of this Agreement, the amount of a Guarantee shall be
(A) if such Guarantee states a maximum principal amount of obligations
Guaranteed thereby, such maximum principal amount, and (B) if such Guarantee
does not state such a maximum principal amount of obligations Guaranteed
thereby, the maximum principal amount of all Indebtedness or other obligations
that are the subject of such Guarantee from time to time.

            "Hazardous Materials" shall mean (a) any regulated petroleum or
             -------------------
petroleum products, radioactive materials, asbestos that is or could become
friable, urea formaldehyde, polychlorinated biphenyls ("PCBs") and any
transformers or other equipment that contain dielectric fluid containing PCBs,
ammonia- and hydrochloroflurocarbons, radon gas, and (b) any chemicals,
flammable materials, acids, solvents, waste waters, and all other materials or
substances defined as or included in the definition of "hazardous substances",
"hazardous waste", "hazardous materials", "extremely hazardous substances",
"restricted hazardous waste", "toxic substances", "toxic pollutants",
"contaminants" or "pollutants", or words of similar import, under any applicable
Environmental Law or Health Law, and (c) any other chemical, material or
substance, exposure to which is prohibited, limited or regulated by any
governmental authority under, or which otherwise may form the basis of liability
(whether for cleanup or otherwise) under, any Environmental Law or Health Laws.

            "Health Laws" shall mean all Governmental Requirements, whether
             -----------
promulgated by the FDA, any state agency charged with the supervision of public
health or related matters or otherwise, in any way relating to the production,
marketing or distribution of beverages (including, without limitation, any
thereof relating to labeling of containers).

            "Indebtedness" shall mean, with respect to any Person (but without
             ------------
duplication):

            (a)    all indebtedness and other obligations of such Person for
      borrowed money or for the deferred purchase price of property or services,
      and without duplication, all obligations of such Person evidenced by
      bonds, debentures, promissory notes or other similar evidences of
      indebtedness;

            (b)    all indebtedness and other obligations of such Person arising
      under interest rate and currency swaps and other similar hedging
      arrangements, the full face amount of all bankers acceptances issued for
      the account of such Person, and the full stated amount of all letters of
      credit issued for account of such Person and, without duplication, all
      drafts drawn thereunder, and all obligations of such Person arising in
      respect of the sale

                                      -7-

<PAGE>

      by such Person, with or without recourse, or discount of any notes, leases
      or accounts receivable of such Person;

            (c)    all obligations of such Person under leases or other
      contractual arrangements which have been, or should be, recorded as
      capital leases in accordance with GAAP;

            (d)    all shares of capital stock and other interests of such
      Person (or warrants therefor) that are redeemable in whole or in part at
      the election of the holder thereof for cash or any other property (other
      than for other shares of capital stock of such Person);

            (e)    all Guarantees of such Person; and

            (f)    all indebtedness and other obligations referred to above in
      clauses (a), (b), (c), (d) or (e) secured by (or for which the holder of
      such indebtedness or other obligation has a right, contingent or
      otherwise, to be secured by) any Lien upon or in property (including,
      without limitation, contract rights and accounts receivable) owned by such
      Person, whether or not such Person has assumed or become liable beyond the
      value of the property pledged for the payment of such indebtedness or
      other obligation.

            "Interest Period" shall mean, with respect to each LIBOR Loan, each
             ---------------
successive period commencing on the date on which such Loan is made or converted
from a Loan of another Type or (in the case of Interest Periods for such Loan
after the initial Interest Period therefor) the last day of the next preceding
Interest Period for such Loan, and ending on the numerically corresponding day
in the first, second, third or sixth calendar month thereafter, as the Company
may select as provided in Section 3.02(d) hereof, except that each Interest
Period which commences on the last Business Day of a calendar month (or on any
day for which there is no numerically corresponding day in the appropriate
subsequent calendar month) shall end on the last Business Day of the appropriate
subsequent calendar month. Notwithstanding the foregoing: (i) each Interest
Period which would otherwise end on a day which is not a Business Day shall end
on the next succeeding Business Day, unless such next succeeding Business Day
falls in a subsequent calendar month, in which case such Interest Period shall
end on the next preceding Business Day; and (ii) each Interest Period which
would otherwise commence before and end after the Interim Maturity Date or the
Maturity Date shall end on the Interim Maturity Date or the Maturity Date, as
the case may be.

            "Interim Maturity Date" shall mean May 28, 2002; provided, that if
             ----------------------                          --------
such date is not a Business Day, the Interim Maturity Date shall be the next
succeeding Business Day, unless such next succeeding Business Days falls in a
subsequent calendar month, in which case the Interim Maturity Date shall be the
next preceding Business Day.

            "Letter of Authorization" has the meaning assigned to that term in
             -----------------------
Section 6.01 (r) hereof.

                                      -8-

<PAGE>

            "Level" shall mean, for any day, the level set forth below based on
             -----
the Company's Corporate Credit Rating with S&P on such day:

                  Level                     S&P Rating
                  -----                     ----------

                  Level 1                   BBB or higher
                  Level 2                   BBB-
                  Level 3                   BB+
                  Level 4                   Below BB+ or not rated by S&P.

            "LIBOR" shall mean, for any Interest Period, the rate per annum, as
             -----
determined by the Agent (rounded upwards, if necessary, to the nearest 1/16 of
1%) to be the arithmetic mean of the interest rates per annum quoted by each of
the Reference Banks at approximately 11:00 a.m. London time (or as soon
thereafter as practicable) two Business Days prior to the first day of such
Interest Period for the offering by such Reference Bank to leading banks in the
London interbank market of Dollar deposits having a term comparable to such
Interest Period and in an amount comparable to the principal amount of the Loan
of such Reference Bank scheduled to be outstanding for such Interest Period;
provided that if any Reference Bank is not scheduled to have a Loan outstanding
- --------
for such Interest Period, the LIBOR for such Interest Period shall be determined
by such Reference Bank by reference to such principal amount as the Agent shall
determine. If any Reference Bank does not timely furnish information for
determination of the LIBOR for any Interest Period, the Agent shall determine
the LIBOR for such Interest Period on the basis of information timely furnished
by the remaining Reference Bank or Reference Banks.

            "LIBOR Loan" shall mean a Loan made or to be made by a Bank bearing
             ----------
interest on the basis of LIBOR in accordance with Section 3.02(a)(i) hereof.

            "Lien" shall mean, with respect to any asset, revenue or other
             ----
property, any mortgage, lien, pledge, charge, security interest, attachment,
right of set off or other encumbrance of any kind (whether consensual or arising
by operation of law) in respect of such asset, revenue or property, the filing
of any financing statement or any similar document in any jurisdiction with
respect thereto (except for precautionary filings in connection with operating
leases of personal property), or any other type of preferential arrangement that
has the practical effect of any of the foregoing, and any agreement to grant any
of the foregoing. For the purposes of this Agreement, a Person shall be deemed
to own subject to a Lien any asset, revenue or other property which it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such asset, revenue or other property, and any receivable or other
account that has been sold with full or partial recourse.

            "Loans(s)" shall mean the loans provided for by Section 2.01 hereof.
             --------

            "Loan Documents" shall mean this Agreement, the Notes and the fee
             --------------
letters dated April 12, 1996 and May 17, 1996 between the Agent and the Company.

                                      -9-

<PAGE>

            "LTCB" shall mean The Long-Term Credit Bank of Japan, Limited;
             ----
provided, that for purposes of Section 10.04 hereof, "LTCB" shall mean each of
- --------
The Long-Term Credit Bank of Japan, Limited and LTCB Trust Company.

            "Management Agreement" shall mean the Management Agreement, made and
             --------------------
entered into as of the 2nd day of July 1993, by and among Consolidated, as
Manager, the Company, CCBC of Wilmington, Inc., Carolina, Coca-Cola Ventures and
Palmetto Bottling Company, as amended and in effect from time to time.

            "Manager" shall mean the Person from time to time appointed as
             -------
manager of the Company pursuant to the Partnership Agreement.

            "Master Bottling Agreement" has the meaning assigned to that term in
             -------------------------
Section 7.17 hereof.

            "Material Adverse Effect" shall mean a material adverse effect on
             -----------------------
the business, properties, operations, condition (financial or otherwise) results
of operations or prospects of the Company, or on the legality, validity or
enforceability of this Agreement or the Notes, or on the Company's ability to
perform its obligations under this Agreement or the Notes.

            "Maturity Date" shall mean May 28, 2003; provided, that if such date
             -------------                           --------
is not a Business Day, the Maturity Date shall be the next preceding Business
Day.

            "Multiemployer Plan" shall mean, at any time, a Plan defined as such
             ------------------
in Section 3(37) of ERISA to which contributions have been made by the Company
or any ERISA Affiliate and which is covered by Title IV of ERISA, and an
employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA
to which any member of the ERISA Group is then making or accruing an obligation
to make contributions or has within the preceding six plan years made
contributions, including for these purposes any Person which ceased to be a
member of the ERISA Group during such six-year period.

            "Note(s)" shall mean the promissory notes provided for by Section
             -------
2.06 hereof to further evidence the Loans and, collectively, any promissory note
or notes issued in substitution therefor.

            "Occupying Person(s)" shall mean any and all Persons under contract
             -------------------
(either directly or indirectly) with the Company or any of its Subsidiaries or
any of the Partners or the Manager and who are constructing, occupying or
conducting operations on properties owned or leased by the Company or any of its
Subsidiaries.

            "Partners" shall mean, collectively, each of Carolina and Coca-Cola
             --------
Ventures, and any other Person that hereafter becomes a partner in the Company
pursuant to the Partnership Agreement or that otherwise owns Voting Interests in
the Company.

                                      -10-

<PAGE>

            "Partnership Agreement" shall mean the Partnership Agreement of
             ---------------------
Carolina Coca-Cola Bottling Partnership dated as of the 2nd day of July 1933
between Carolina Coca-Cola Bottling Ventures, Inc., Coca-Cola Ventures, Inc.,
Coca-Cola Bottling Co. Affiliated, Inc., Fayetteville Coca-Cola Bottling Company
and Palmetto Bottling Company, as amended on August 5, 1993 and August 12, 1993
and as otherwise amended or modified from time to time.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation or any
             ----
entity succeeding to any or all of its functions under ERISA.

            "Permitted Corporate Conversion" has the meaning assigned to that
             ------------------------------
term in Section 8.02(a) hereof.

            "Person" shall mean an individual, a Corporation, a company, a
             ------
limited liability company, a voluntary association, a partnership, a limited
liability partnership, a trust, an unincorporated organization or a government
or any agency, instrumentality or political subdivision thereof, or any other
type of entity or organization.

            "Plan" shall mean at any time an Employee Benefit Plan which either
             ----
(i) is maintained, or contributed to, by any member of the ERISA Group for
employees of any member of the ERISA Group or (ii) has at any time within the
preceding six years been maintained, or contributed to, by any Person which was
at such time a member of the ERISA Group for employees of any Person which was
at such time a member of the ERISA Group, and in any event shall include each
Multiemployer Plan.

            "Post-Default Rate" shall mean a rate per annum equal to 2% above
             -----------------
the Base Rate as in effect from time to time

            "Preferred Stock", as applied to the Capital Stock of any
             ---------------
Corporation, shall mean Capital Stock ranking prior to the shares of any other
class of Capital Stock of said Corporation as to the payment of dividends or the
distribution of assets on any voluntary or involuntary liquidation.

            "Prime Rate" shall mean the rate of interest from time to time
             ----------
announced by LTCB at its New York Branch as its prime commercial lending rate
for extensions of credit in Dollars, which rate is not necessarily the lowest
rate of interest charged by LTCB. Each change in any interest rate provided for
herein or in the Notes based upon the Prime Rate resulting from a change in the
Prime Rate shall take effect at the time of such change in the Prime Rate.

            "Reference Banks" shall mean the principal London offices of LTCB,
             ---------------
DG Bank Deutsche Genossenschaftsbank and Credit Lyonnais.

            "Regulation D" shall mean Regulation D of the Board of Governors of
             ------------
the Federal Reserve System (or any successor), as the same may be amended or
supplemented from time to time.

                                      -11-

<PAGE>

            "Regulation G" shall mean Regulation G of the Board of Governors of
             ------------
the Federal Reserve System, as in effect from time to time.

            "Regulation T" shall mean Regulation T of the Board of Governors of
             ------------
the Federal Reserve System, as in effect from time to time.

            "Regulation U" shall mean Regulation U of the Board of Governors of
             ------------
the Federal Reserve System, as in effect from time to time.

            "Regulation X" shall mean Regulation X of the Board of Governors of
             ------------
the Federal Reserve System, as in effect from time to time.

            "Regulatory Change" shall mean (i) any change after the date of this
             -----------------
Agreement in Japanese, United States Federal or state, or foreign law or
regulations (including, without limitation, Regulation D) or (ii) the adoption
or making after such date of any interpretations, directives or requests
applying to a class of banks including LTCB or any of the Banks, of or under any
Japanese, United States Federal or state, or foreign law or regulations (whether
or not having the force of law) by any court or governmental or monetary
authority charged with the interpretation or administration thereof.

            "Release" shall mean any release, spilling, leaking, pumping,
             -------
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
deposit, dispersal, dumping, disposing or migrating into earth, air, water or
other parts of the environment, including, without limitation, the movement of
any Hazardous Materials through the air, soil, surface waters, groundwater or
property.

            "Remedial Actions" shall mean all actions required by any
             ----------------
Governmental Authority or Environmental Law or Health Law to (i) clean up,
remove, treat or in any other way adjust Hazardous Materials in the indoor or
outdoor environment; (ii) prevent the Release or threat of Release or minimize
the further Release of Hazardous Materials so that they do not migrate or
endanger or threaten to endanger public health or welfare or the indoor or
outdoor environment; or (iii) perform pre-remedial studies and investigations
and post-remedial monitoring and care.

            "Required Banks" shall mean, at any time, Banks then holding 51 % or
             --------------
more of the aggregate outstanding principal amount of the Loans, or if no Loans
are then outstanding, which hold 51% or more of the aggregate amount of the
Commitments, or if no Loans or Commitments are then outstanding, which held 51 %
of more of the aggregate principal amount of the Loans immediately prior to the
payment thereof in full.

            "Reserve-Adjusted LIBOR" shall mean, with respect to any Interest
             ----------------------
Period, a rate per annum (expressed as a percentage) equal to LIBOR for such
Interest Period, multiplied by a fraction, the numerator of which is 100%, and
the denominator of which is 100% minus the Euro-Dollar Reserve Percentage, if
any, for such Interest Period.

                                      -12-

<PAGE>

            "Restricted Payment" shall mean, for any Person, (a) the payment,
             ------------------
distribution or application of its funds or other assets or properties for any
dividend or other distribution (in cash, property or obligations) on or with
respect to any shares of any class of capital stock, partnership interests,
membership interests or other comparable interests (now or hereafter
outstanding) of such Person or on any warrants, options or other rights with
respect to any such shares or other interests, and (b) the purchase, redemption
or other retirement of any such shares, interests, warrants, options or other
rights.

            "S&P" shall mean Standard & Poor's, and its successors.
             ---

            "SEC" shall mean the Securities and Exchange Commission, or any
             ---
successor thereto.

            "Senior Financial Officer" shall mean, with respect to the Company,
             ------------------------
the chief financial officer or the treasurer of the Manager.

            "Subsidiary" of any Person shall mean any Corporation, partnership,
             ----------
limited liability company or other entity of which at least a majority of the
outstanding Voting Interests is at the time directly or indirectly owned or
controlled by such Person and/or one or more of its Subsidiaries.

            "Type" of any Loan refers to such Loan being a LIBOR Loan or a Base
             ----
Rate Loan.

            "Voting Interests" in any Person shall mean securities of or other
             ----------------
ownership interests in such Person having ordinary voting power to elect members
of the board of directors, managers, trustees or other persons performing
similar functions of such Person.

            "Voting Power" in any Person shall mean the exclusive ability to
             ------------
control, through the ownership of shares of capital stock, partnership
interests, membership interests or otherwise, the election of members of the
board of directors or other similar governing body of such Person, and the
holding of a designated percentage of Voting Power of a Person means the
ownership of shares of capital stock, partnership interests, membership
interests or other interests of such Person sufficient to control exclusively
the election of that percentage of the members of the board of directors or
similar governing body of such Person.

            1.02   Accounting Terms. All accounting terms not otherwise defined
                   ----------------
herein have the meanings assigned to them in accordance with generally accepted
accounting principles in the United States and, except as otherwise herein
expressly provided, the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder shall mean such
accounting principles and practices as are generally accepted in the United
States at the date of such computation ("GAAP").

            1.03   Compliance Certificates and Opinions. Except as otherwise
                   ------------------------------------
expressly provided by this Agreement, upon any application or request by the
Company to the Agent and

                                      -13-

<PAGE>

the Banks to take any action under any provision of this Agreement, the Company
shall furnish to the Agent a certificate of a Senior Financial Officer on behalf
of the Company stating that all conditions precedent, if any, provided for in
this Agreement relating to the proposed action have been complied with and, if
reasonably requested by the Agent, an opinion of counsel selected by the Company
and satisfactory to the Agent and the Banks stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement shall include:

            (1)    a statement that each individual signing such certificate or
      opinion has read such covenant or condition and the definitions herein
      relating thereto;

            (2)    a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

            (3)    a statement that, in the opinion of each such individual, he
      has made such examination or investigation as is necessary to enable him
      to express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

            (4)    a statement as to whether, in the opinion of each such
      individual, such condition or covenant has been complied with.

            SECTION 1.04 Headings. Article and Section headings and the Table of
                         --------
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

            Section 2.  Commitments and Loans.
                        ---------------------

            2.01   Commitments. Each Bank severally agrees, subject to the terms
                   -----------
and conditions of this Agreement, to make one loan to the Company on any one
Business Day on or prior to the Commitment Termination Date, which loan shall be
in a principal amount up to but not exceeding the respective Commitment amount
specified opposite such Bank's name on the signature pages hereof. The Loans
shall be made by the Banks pro rata in accordance with their respective
                           --- ----
Commitments. No portion of the Commitments may be voluntarily reduced or
terminated by the Company.

            The obligations of the Banks to make the Loans are several and not
joint, and no Bank shall be responsible for the failure of any other Bank to
make its Loan hereunder.

            2.02   Borrowing. The Company shall give the Agent written notice of
                   ---------
the requested borrowing of the Loans not later than 10:00 a.m. (New York time)
on the date that is not less than three Business Days prior to the date of such
requested borrowing. Such notice of

                                      -14-

<PAGE>

borrowing shall specify the aggregate principal amount of the Loans to be
borrowed (which shall not, in the aggregate, exceed $195,000,000), the date of
borrowing (which shall be a Business Day not later than the Commitment
Termination Date), the Type of such Loans (LIBOR or Base Rate) and, if LIBOR
Loans, the initial Interest Period that will apply to the Loans. Such notice of
borrowing shall be irrevocable and shall be effective upon receipt thereof by
the Agent. Promptly after the Agent's receipt of such notice of borrowing, the
Agent shall give each Bank notice of the contents thereof and of each Bank's pro
                                                                             ---
rata share (based on the Commitments of the Banks) of the aggregate principal
- ----
amount of the requested borrowing.

            Not later than 10:00 a.m. New York time on the date of the requested
borrowing, each Bank shall make available to the Agent the principal amount of
such Bank's Loan to be made as part of such borrowing by paying the same, in
Dollars and in immediately available funds, to the Agent's account no.
04-203-606 maintained at Bankers Trust Company, New York, New York, ABA no.
021001033, ref. "Piedmont Coca-Cola Bottling Partnership". Not later than 3:00
p.m. (New York time) on the date of the requested borrowing, the Agent shall,
subject to the terms and conditions of this Agreement, make available to the
Company the amounts so received from the Banks by depositing the same, in
immediately available funds, in the Company's account no. 1863082966 "Piedmont
Coca-Cola Bottling Partnership" maintained with Wachovia Bank of North Carolina,
N.A., Charlotte, North Carolina, ABA no. 053100494; provided, that,
                                                    --------
notwithstanding the foregoing, the Company hereby irrevocably authorizes and
instructs the Agent (A) first, to pay directly to Bank of America, National
Trust and Savings Association (pursuant to wire transfer instructions to be
notified to the Agent prior to the date of such borrowing) a portion of the
proceeds of the Loans in such amount (but not exceeding the aggregate proceeds
of the Loans) as may be necessary to repay or prepay (as the case may be) in
full, on the borrowing date of the Loans, the principal amount of the loans then
outstanding under the Existing Credit Agreement, together with all interest
accrued to the date of repayment and all fees and other amounts then due
thereunder, for application to such payment or prepayment, and (B) if any
proceeds of the Loans remain after making such payment and application, to pay
the remaining proceeds of the Loans directly to Consolidated (pursuant to wire
transfer instructions to be notified to the Agent prior to the date of such
borrowing) for application to the repayment or prepayment of loans outstanding
from Consolidated to the Company. The borrowing of the Loans shall terminate any
Commitments that remain unborrowed. Any portion of the Commitments not utilized
on June 30, 1996 will terminate on such date.

            2.03   Fees. The Company shall pay to the Agent for its own account
                   ----
such fees in such amounts and at the times set forth in the letters dated April
12, 1996 and May 17, 1996 between the Agent and the Company.

            2.04   Lending Offices. Each Bank shall make and maintain its Loans
                   ---------------
at such Bank's Applicable Lending Office(s) or at such other Applicable Lending
Office(s) as such Bank may select in accordance with the definition of such term
in Section 1.01 hereof.

            2.05   Loan Accounts. Each Bank shall record on its internal records
                   -------------
the amount of the Loans made by it and each payment of principal, interest, fees
and other amounts payable

                                      -15-

<PAGE>

by the Company hereunder and under the Notes, and such records shall be
reputably presumptive evidence of the Company's obligations in respect of such
amounts; provided that the failure of any Bank to make any such recordation
         --------
shall not affect the obligations of the Company hereunder or under the Notes.
The Agent also shall record on its internal records the amount of all Loans of
the Banks and each payment of principal, interest, fees and other amounts
payable by the Company hereunder and under the Notes, and such records shall be
reputably presumptive evidence of the Company's obligations in respect of such
amounts; provided that the failure of the Agent to make any such recordation
         --------
shall not affect the obligations of the Company hereunder or under the Notes;
and provided, further, that in the event of any discrepancy between the records
    --------  -------
of the Agent and the records of any Bank, the records of such Bank shall
prevail.

            2.06   Notes.
                   -----

            (a)    Without limiting the provisions of Section 2.05 hereof, each
Loan made by each Bank shall be further evidenced by a promissory note of the
Company in substantially the form of Exhibit A hereto. Each Note to the order of
a Bank shall be dated the date of the borrowing of the Loans hereunder, shall be
payable to the order of such Bank in a principal amount equal to the amount of
such Loan and shall be otherwise duly completed, executed and delivered. Any
payments and prepayments made on account of the principal of each Note shall be
recorded by the Bank holding such Note on its books and, prior to any transfer
of such Note, endorsed by such Bank on the schedule attached to such Note or any
continuation thereof; but no failure by such Bank to make, or delay in making,
such recording or endorsement shall affect the obligations of the Company under
this Agreement or such Note.

            (b)    Each Bank shall be entitled to have its Notes subdivided, by
exchange for promissory notes in minimum denominations of $10,000,000 (in the
aggregate amount of all Notes of such Bank).

            (c)    The Company agrees to issue new Notes to any Bank to reflect
any assignment made by such Bank pursuant to Section 11.06(b) or if such Bank
certifies to the Company that its Note or Notes have been mutilated or
destroyed.

            2.07   Several Obligations and Remedies. The obligations of the
                   --------------------------------
Banks under this Agreement are several, and neither the Agent nor any other Bank
shall be responsible for the failure of any Bank to make its Loans hereunder.
The rights of the Banks also are several, and the amounts payable by the Company
at any time under this Agreement and the Notes to each Bank shall be a separate
and independent debt. Each Bank shall be entitled separately to protect and
enforce its rights arising out of this Agreement and the Notes, and it shall not
be necessary for any other Bank or the Agent to consent to, or be joined as an
additional party in, any proceedings for such purpose.

                                      -16-

<PAGE>

            Section 3.  Payments of Principal and Interest.
                        ----------------------------------

            3.01   Repayment of Loans. The Company will pay to the Agent for the
                   ------------------
account of each Bank the unpaid principal amount of each Loan in full in two
equal consecutive annual installments, the first of which shall be in the
principal amount of one-half of the original principal amount of such Loan and
shall be payable on the Interim Maturity Date, and the second of which shall be
in the aggregate principal amount of one-half of the original principal amount
of such Loan (or such other amount as shall equal the aggregate principal amount
of all Loans that are then outstanding) and shall be payable on the Maturity
Date.

            3.02   Interest.
                   --------

            (a)    The Company will pay to the Agent for the account of each
Bank interest on the unpaid principal amount of each installment of each Loan
and Note for the period commencing on and including the date of such Loan to but
excluding the date on which such installment shall be paid in full, as follows:

                   (i)  at such times when the Loans are LIBOR Loans, the
            Company will pay interest on each such Loan for each Interest Period
            at a rate per annum equal to the Reserve-Adjusted LIBOR for such
            Interest Period plus the Applicable Margin in effect from time to
            time during such Interest Period; and

                   (ii) at such times when the Loans are Base Rate Loans, the
            Company will pay interest on each such Loan at a rate per annum
            equal to the Base Rate in effect from time to time.

            (b)    Notwithstanding the foregoing, the Company will pay to the
Agent for the account of each Bank interest at the Post-Default Rate on any
principal of the Loans and (to the fullest extent permitted by law) on interest
on the Loans and each other amount that may be or become payable hereunder or
under the Notes, which shall not be paid in full when due (whether at stated
maturity, by acceleration or otherwise), for the period commencing on the due
date thereof to but excluding the date on which the same is paid in full.

            (c)    Accrued interest on each Loan and Note shall be payable:

                   (i)  in the case of LIBOR Loans (A) on the last day of each
            Interest Period for such Loans, (B) on the date on which such Loan
            or any installment thereof shall become due (whether at stated
            maturity, by acceleration or otherwise), (C) on the date on which
            such Loan or any installment thereof shall be paid in full, and (D)
            additionally, if such Interest Period is longer than three months,
            on the dates that fall at three-month intervals after the first day
            of such Interest Period, and

                   (ii) in the case of Base Rate Loans, (A) on the last Business
            Day of each calendar month, (B) on the date on which such Loan or
            any installment thereof

                                      -17-

<PAGE>

            shall become due (whether at stated maturity, by acceleration or
            otherwise), and (C) on the date on which such Loan or any
            installment thereof shall be paid in full;

except that interest payable on any amount at the Post-Default Rate shall be
payable from time to time on demand by the Agent or any Bank.

            (d)    (i) The Company shall select the Type and, if LIBOR Loans,
the duration of the initial Interest Period for each Loan in the notice of
borrowing for such Loan given pursuant to Section 2.02 hereof. Thereafter, the
Company may elect to continue a Loan of one Type as the same Type, or to convert
a Loan of one Type to another Type, in each case by giving written notice to the
Agent in accordance with this Section 3.02(d). Each such election shall apply to
all Loans then outstanding. Such election shall be made by giving written notice
to the Agent specifying (A) the Business Day on which the continuation or
conversion shall be effective (which Business Day, in the case of a continuation
of LIBOR Loans as LIBOR Loans or a conversion of LIBOR Loans into Base Rate,
shall be the last day of the Interest Period then in effect for the Loans), (B)
the Type of Loans to be in effect after such continuation or conversion, and (C)
if the Loans are to be continued as or converted into LIBOR Loans, the duration
of the Interest Period therefor. Each such notice with respect to any Interest
Period shall be irrevocable and shall be effective only if received by the Agent
not later than 10:00 a.m. New York time on the date three Business Days prior to
the first day of such proposed Interest Period. In the event that, by 10:00 a.m.
New York time on the date three Business Days prior to the last day of any
Interest Period the Company fails to select the Type or, if LIBOR Loans, the
duration of any Interest Period for, the Loans as provided in this Section 3.02,
all Loans shall be continued as, or convert into (as the case may be), Base Rate
Loans on the last day of such Interest Period.

            (ii)   Anything in this Agreement to the contrary notwithstanding,
the Company may not select Reserve-Adjusted LIBOR as the interest basis for the
Loans at any time when a Default has occurred and is continuing, or, without
limiting the generality of the foregoing, when the Company does not have a
Corporate Credit Rating by S&P.

            (iii)  The Agent shall promptly notify the Banks of the Type of
Loans elected by the Company and the duration of each Interest Period.

            (e)    The Agent shall determine each interest rate applicable to
the Loans hereunder. The Agent shall give prompt notice to the Company and the
Banks of each rate of interest so determined, and its determination thereof
shall be conclusive in the absence of manifest error.

            3.03   Prepayments, of the Loans.
                   -------------------------

            (a)    The Company shall have the right to prepay the Loans in full
or in part at any time or from time to time; provided, that: (i) the Company
                                             --------
shall give the Agent written notice of each such prepayment, which notice shall
be irrevocable, shall specify the aggregate

                                      -18-

<PAGE>

principal amount of the Loans of all the Banks to be prepaid (which, if less
than the full unpaid principal amount of the Loans, shall be at least $1,000,000
or, if higher, an integral multiple of $500,000), and the date of prepayment,
and shall be effective only if received by the Agent not later than 10:00 a.m.
New York time on the date 10 days prior to the requested date of such
prepayment, (ii) such prepayment shall be accompanied by all amounts that may be
required to be paid to each Bank pursuant to Section 5.04 hereof, (iii) except
in the case of non-ratable prepayments pursuant to Sections 5.01 (b) or 5.03
hereof, such prepayment shall be applied ratably to the Loans of all the Banks
in accordance with the unpaid principal amount of the respective Loans then held
by each of them, and (iv) such prepayment shall be applied to the installments
of the Loans in the inverse order of their maturity. The Agent shall promptly
notify the Banks of each notice of prepayment.

            (b)    On the date of each Disposition of assets of the Company or
any Subsidiary of the Company other than pursuant to clauses (a), (b), (c), (d)
or (e) of Section 8.09 hereof, the Company shall prepay the Loans in an amount
equal to the proceeds of such sale (net of reasonable costs and taxes incurred
by the Company or such Subsidiary in connection with such sale). Such prepayment
shall be (i) accompanied by all amounts that may be required pursuant to Section
5.04 hereof, (ii) applied ratably to the Loans of all the Banks in accordance
with the unpaid principal amount of the respective Loans then held by each of
them, and (iii) applied to the installments of the Loans in the inverse order of
their maturity.

            (c)    Any portion of the Loans prepaid, whether pursuant to this
Section 3.03, Section 5.01 or 5.03 or otherwise, may not be reborrowed.

            3.04   Limitation on Interest. Anything in this Agreement or in any
                   ----------------------
Note to the contrary notwithstanding, in no event shall any Bank be entitled to
take, charge, collect or receive interest on the Loans or the Notes in excess of
the maximum rate permitted under applicable law.

            Section 4.  Payments and Computations.
                        -------------------------

            4.01   Payments.
                   --------

            (a)    All payments of principal of the Loans, interest thereon and
all other fees, indemnities and other amounts to be paid by the Company under
this Agreement and the Notes shall be made in Dollars, in immediately available
funds, to the Agent at its account No. 04-203-606 at Bankers Trust Company, New
York, New York ABA no. 021001033, ref.: "Piedmont Coca-Cola Bottling
Partnership-1996 Term Loan Facility" (or at such other account or at such other
place in New York City as the Agent may notify the Company from time to time),
for account of each Bank's Applicable Lending Office not later than 10:00 a.m.
New York time on the date on which such payment shall become due. Each such
payment made after such time on any such due date shall be deemed to have been
made on the next succeeding Business Day, and interest shall accrue thereon as
provided in Section 3.02(b). Each payment received by the Agent under this
Agreement or any Note for account of a Bank shall be paid promptly to such Bank,
in immediately available funds, for account of such Bank's Applicable Lending
Office.

                                      -19-

<PAGE>

            (b)    All payments and prepayments of principal of the Loans shall
be accompanied by interest on the Loans accrued to the date of payment or
prepayment.

            (c)    All payments shall be made without set-off, counterclaim or
deduction of any kind. Upon the occurrence and during the continuance of a
Default, then in addition to any rights that the Agent or any Bank may have
under applicable law, the Agent and each Bank may (but shall not be obligated
to) debit the amount of any such payment to any deposit account (whether
ordinary or special, time deposit or otherwise) of the Company with the Agent or
such Bank or any affiliate of the Agent or such Bank and whether denominated in
Dollars or any other currency and, in the case of time deposits, whether or not
such time deposit shall then be matured, and apply the proceeds of such debit to
the payment of all amounts then due hereunder and under the Notes. The Agent or
any Bank effecting such debit and application shall give written notice thereof
to the Company promptly thereafter, but the failure to give any notice to the
Company shall not affect the validity of such debit and application.

            (d)    If the stated due date of any payment under this Agreement or
the Notes would otherwise fall on a day which is not a Business Day, such date
shall be extended to the next succeeding Business Day and interest shall be
payable for any principal so extended for the period of such extension.

            (e)    Each payment or prepayment of principal of or interest on the
Loans shall be made to the Agent for the account of the Banks pro rata in
accordance with the respective unpaid principal amounts of their respective
Loans.

            4.02   Computations. Interest on the Loans and the Notes and on any
                   ------------
other amounts hereunder shall be computed on the basis of a year of 360 days and
actual days elapsed (including the first day but excluding the last day)
occurring in the period for which payable, except that interest calculated by
reference to the Prime Rate shall be computed on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed.

            4.03   Non-Receipt of Funds by the Agent. Unless the Agent shall
                   ---------------------------------
have been notified by a Bank or the Company prior to the date on which such Bank
or the Company (as the case may be) is scheduled to make any payment to the
Agent of any amount required to be paid under this Agreement or any Note (such
payment being herein called a "Required Payment"), which notice shall be
                               ----------------
effective upon receipt, that it does not intend to make the Required Payment to
the Agent, the Agent may assume that the Required Payment has been made and may,
in reliance upon that assumption (but shall not be required to), make the amount
of such Required Payment available to the intended recipient(s) on such date. If
such Bank or the Company (as the case may be) has not in fact made the Required
Payment to the Agent, the recipient(s) of such payment shall, on demand, repay
to the Agent the amount so made available together with interest thereon in
respect of each day during the period from and including the date such amount
was so made available by the Agent to but not including the date on which the
Agent recovers such amount at a rate per annum equal to (i) in the case of
payments due from the Banks, the Federal Funds Effective Rate for such day (as
determined by the Agent) for the first two Business Days after the date on which
such payment was due to be made and thereafter at

                                      -20-

<PAGE>

the Base Rate in effect from time to time, and (ii) in the case of payments due
from the Company, the Base Rate in effect from time to time for the first two
Business Days after the date on which such payment was due to be made, and
thereafter at the Post-Default Rate.

            4.04   Sharing of Payments. If any Bank shall obtain payment of any
                   -------------------
principal of or interest on any Loan through the exercise of any right of
set-off, banker's lien, counterclaim or similar right or otherwise, and, as a
result of such payment, such Bank shall have received a greater percentage of
the principal or interest then due hereunder to such Bank than the percentage
received by any other Banks, it shall promptly purchase from such other Banks
participations in the Loans made by such other Banks in such amounts, and make
such other adjustments from time to time as shall be equitable, to the end that
all the Banks shall share the benefit of such excess payment (net of any
expenses which may be incurred by such Bank in obtaining or preserving such
excess payment) pro rata in accordance with the unpaid principal of and/or
interest on the Loans held by each of the Banks. To such end, all the Banks
shall make appropriate adjustments among themselves (by the resale of
participations sold or otherwise) if such excess payment is rescinded or must
otherwise be restored. The Company agrees that any Bank so purchasing a
participation in the Loans made by other Banks may exercise all rights of
set-off, banker's lien, counterclaim or similar rights with respect to such
participation as fully as if such Bank were a direct holder of the Loans in the
amount of such participation. Nothing contained herein shall require any Bank to
exercise any such right or shall affect the right of any Bank to exercise, and
retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of the Company or any of its Affiliates. If under any
applicable bankruptcy, insolvency or other similar law, any Bank receives a
secured claim in lieu of a right of set-off to which this Section 4.04 applies,
such Bank shall, to the extent practicable, exercise its rights in respect of
such secured claim in a manner consistent with the rights of the Banks entitled
under this Section 4.04 to share in the benefits of any recovery on such secured
claim.

            Section 5.  Yield Protection and Illegality.
                        -------------------------------

            5.01   Additional Costs.
                   ----------------

            (a)    The Company shall pay to the Agent for the account of each
Bank from time to time such amounts as such Bank may reasonably determine to be
necessary to compensate it for any costs which such Bank determines are
attributable to its making or maintaining of any of its Loans or its obligation
to make Loans hereunder or any reduction in any amount receivable by such Bank
from the Company hereunder or under the Notes in respect of its Loans or such
obligation (such increases in costs and reductions in amounts receivable being
herein called "Additional Costs"), resulting from any Regulatory Change which:
               ----------------
(i) changes the basis of taxation of any amounts payable to the Agent or such
Bank by the Company under this Agreement or any Note (other than taxes imposed
on the overall net income of such Bank or of its Applicable Lending Office by
the jurisdiction in which such Bank has its principal office or such Applicable
Lending Office); or (ii) imposes or modifies any reserve, special deposit,
minimum capital, capital ratio or similar requirements, or increases the rate of
any such requirements, relating to any extensions of credit or other assets of,
or any deposits with or other liabilities of, such Bank (including any of such
Bank's Loans or any deposits referred to in the

                                      -21-

<PAGE>

definition of "LIBOR' in Section 1.01 hereof), or the Commitments or the Notes;
or (iii) imposes any other condition affecting this Agreement or the Notes (or
any of such extensions of credit or liabilities) or the Commitments.
Notwithstanding the foregoing provisions of this Section 5.01(a), in no event
may any Bank requesting payment of Additional Costs under this Section 5.01 (a)
be entitled to payment of any Additional Costs to the extent that such
Additional Costs arose with respect to periods prior to the date 18 months prior
to the date of the first such request. Each Bank will designate a different
Applicable Lending Office for its Loans if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the opinion of
such Bank, be disadvantageous to such Bank in any material respect. Each Bank
will furnish the Company (with a copy to the Agent) with a certificate setting
forth in reasonable detail the basis and amount of each request for compensation
under this Section 5.01(a).

            (b)    Without limiting the effect of the provisions of Section
5.01(a) hereof (but without duplication), in the event that, by reason of any
Regulatory Change, any Bank becomes subject to restrictions on the amount of any
category of liabilities or assets (relating to any Loan held by it or its
funding), then, if such Bank so elects by notice to the Company (with a copy to
the Agent), the following provisions shall apply:

            (x)    During the 30-day period following the date of any such
      notice (the "Negotiation Period"), such Bank and the Company will
                   ------------------
      negotiate in good faith (through the Agent) to agree upon a substitute
      basis (the "Substitute Basis") for determining the rate of interest to be
                  ----------------
      applicable to the Loans held by such Bank (including, if appropriate,
      alternative periods for such determinations). If so agreed, the Substitute
      Basis (plus the Applicable Margin) shall thereafter be the rate at which
      such Loans bear interest pursuant to Section 3.02(a) hereof (subject to
      Section 3.04) and shall be retroactive to, and take effect from, the
      beginning of the then current Interest Period for each Loan.

            (y)    If at the expiry of the Negotiation Period a Substitute Basis
      shall not have been agreed upon, such Bank shall notify the Company from
      time to time (with a copy to the Agent) of the cost (as reasonably
      determined by such Bank) of funding its Loans (plus the Applicable Margin)
      and the interest payable to such Bank on such Loans, and the Company shall
      be obligated to pay all such costs and interest in the amounts and at the
      rates (plus the Applicable Margin) specified by such Bank. The failure of
      the Company and such Bank to agree upon a Substitute Basis at the expiry
      of the Negotiation Period shall, so long as no Default has occurred and is
      continuing, be deemed to be an election by the Company to prepay the Loans
      of such Bank in accordance with Section 3.03(a) hereof on the date 30 days
      after such expiry (or, if earlier, on the last day of the then current
      Interest Period), subject to Section 5.04 hereof.

            (c)    Without limiting the effect of the foregoing provisions of
this Section 5.01 (but without duplication), the Company shall pay to the Agent
for the account of each Bank from time to time on request by such Bank (with a
copy to the Agent) such amounts as such Bank may reasonably determine to be
necessary to compensate such Bank for any costs which it determines are
attributable to the maintenance by such Bank (or any Applicable Lending Office),
pursuant to any law or regulation or any interpretation, directive or request
(whether or not having the

                                      -22-

<PAGE>

force of law) of any court or governmental or monetary authority, by reason of
any Regulatory Change, of capital in respect of the Commitment, the Loans or the
Notes held by it (such compensation to include, without limitation, an amount
equal to any reduction of the rate of return on assets or equity of such Bank
(or any Applicable Lending Office) to a level below that which such Bank (or any
Applicable Lending Office) could have achieved but for such law, regulation,
interpretation, directive or request). Notwithstanding the foregoing provisions
of this Section 5.01(c), in no event may any Bank requesting payment of
compensation under this Section 5.01 (c) be entitled to payment of such
compensation to the extent that such compensation is for costs with respect to
periods prior to the date 18 months prior to the date of the first such request.
Each Bank will furnish the Company with a certificate setting forth in
reasonable detail the basis and amount of each request for compensation under
this Section 5.01(c).

            (d)    Determinations and allocations by each Bank for purposes of
this Section 5.01 of the effect of any Regulatory Change pursuant to Section
5.01 (a) or (b) hereof, or of the effect of capital maintained pursuant to
Section 5.01 (c) hereof, on its costs or rate of return of maintaining its Loans
or its obligation to make its Loans, or on amounts receivable by it in respect
of its Loans, and of the amounts required to compensate such Bank under this
Section 5.01, shall be conclusive, provided that such determinations and
allocations are reasonable.

            5.02   Changes in Circumstances. Anything herein to the contrary
                   ------------------------
notwithstanding, if, on or prior to the determination of the interest rate for
any LIBOR Loan for any Interest Period therefor either (i) the Agent determines
(which determination shall be conclusive) that quotations of interest rates for
the deposits referred to in the definition of "LIBOR" in Section 1.01 hereof are
not being provided in the relevant amounts or for the relevant maturities for
purposes of determining the rate of interest for such LIBOR Loan as provided
herein, then the Agent shall give the Company and the Banks prompt written
notice thereof, or (ii) any Bank determines that the LIBOR for such Interest
Period will not adequately reflect the cost to such Bank of funding its LIBOR
Loan or LIBOR Loans for such Interest Period, then such Bank shall give the
Agent and the Company prompt written notice thereof; and, if such LIBOR Loan has
not then been made, the obligation of the Banks to make the LIBOR Loans shall
immediately terminate, and if such Loan has been made, the following provisions
shall apply:

            (a)    During the 30-day period following the date of any such
      notice (the "Negotiation Period"), all of the Banks and the Company will
                   ------------------
      negotiate in good faith (through the Agent) to agree upon a substitute
      basis (the "Substitute Basis") for determining the rate of interest to be
                  ----------------
      applicable to the LIBOR Loans (including, if appropriate, alternative
      periods for such determinations). If agreed among the Company and all of
      the Banks, the Substitute Basis (plus the Applicable Margin) shall
      thereafter be the rate at which the LIBOR Loans bear interest pursuant to
      Section 3.02(a) hereof (subject to Section 3.04) and shall be retroactive
      to, and take effect from, the beginning of the then current Interest
      Period.

            (b)    If at the expiry of the Negotiation Period a Substitute Basis
      shall not have been agreed upon, each Bank shall notify the Company from
      time to time (with a copy to


                                      -23-

<PAGE>

      the Agent) of the cost (as reasonably determined by such Bank) of funding
      its LIBOR Loans (plus the Applicable Margin) and the interest payable to
      such Bank on such LIBOR Loans, and the Company shall be obligated to pay
      all such costs and interest in the amounts and at the rates (plus the
      Applicable Margin) specified by such Bank. The failure of the Company and
      the Banks to agree upon a Substitute Basis at the expiry of the
      Negotiation Period shall be deemed to be an election by the Company to
      prepay the LIBOR Loans of the Banks in accordance with Section 3.03(a)
      hereof on the date 30 days after such expiry (or, if earlier, the last day
      of the then current Interest Period), subject to Section 5.04 hereof.

            5.03   Illegality. Notwithstanding any other provision of this
                   ----------
Agreement, in the event that it becomes unlawful for any Bank or its Applicable
Lending Office to make or maintain its Loans hereunder as LIBOR Loans, then such
Bank shall promptly notify the Company and the Agent and, if the Loans have not
then been made, the obligation of such Bank to make its Loans as LIBOR Loans
shall immediately terminate, and if the Loans have been made, the Company shall
prepay the LIBOR Loans of such Bank in full on the last day of the then current
Interest Period therefor, or on such earlier date as such Bank may reasonably
require in light of the applicable legal requirements. Such Bank agrees that it
will designate a different Applicable Lending Office for its Loans if such
designation will avoid the illegality that is the reason for the required
prepayment pursuant to this Section 5.03 and will not, in the opinion of such
Bank, be disadvantageous to such Bank in any material respect.

            5.04   Compensation. Whether or not any Loan is made, the Company
                   ------------
shall pay to the Agent for its own account or for the account of each Bank (as
the case may be), immediately upon the request of the Agent or such Bank from
time to time, such amount or amounts as shall be sufficient (in the reasonable
opinion of the Agent or such Bank) to compensate it for any loss, cost or
expense which the Agent or such Bank determines are attributable to:

            (a)    any payment or prepayment of any LIBOR Loan for any reason
      (including, without limitation, any prepayment or acceleration of the
      Loans pursuant to Section 3.03, 5.01, 5.03 or 9 hereof for any reason) on
      a date other than the last day of an Interest Period for such Loan or any
      failure to continue a LIBOR Loan as a LIBOR Loan or to convert a Base Rate
      Loan into a LIBOR Loan for the designated Interest Period on the date
      scheduled for such conversion or continuation; or

            (b)    any failure of the Company for any reason to make a
      prepayment on a date for which notice of such prepayment has been given in
      accordance with this Agreement; or

            (c)    any failure by the Company for any reason (including, without
      limitation, the failure of any of the conditions precedent specified in
      Section 6 hereof to be satisfied) to borrow the Loans on any date
      scheduled for the borrowing thereof.

                                      -24-

<PAGE>

Without limiting the effect of the first sentence of this Section 5.04, such
compensation to any Bank shall include an amount equal to the excess, if any, of
(i) the amount of interest which otherwise would have accrued on the principal
amount so paid, prepaid or not borrowed for the period from the date of such
payment, prepayment or failure to borrow to the last day of the then current
Interest Period for the respective Loans (or, in the case of a failure to
borrow, the Interest Period for such Loans which would have commenced on the
date specified for such borrowing) at the applicable rate of interest for such
Loan provided for herein over (ii) the interest component of the amount such
Bank would have bid in the London interbank market for Dollar deposits of
leading banks in amounts comparable to such principal amount and with maturities
comparable to such period (as reasonably determined by such Bank). Each Bank
will furnish the Company with a certificate setting forth in reasonable detail
the basis and amount of each request for compensation under this Section 5.04.

            5.05   Taxes. All payments of principal, interest, fees and other
                   -----
amounts under this Agreement or the Notes paid or payable to the Agent or any
Bank (as used in this Section 5.05, "Payments") shall be made free and clear of,
                                     --------
and without deduction by reason of, any and all taxes, duties, assessments,
withholdings, retentions or other similar charges whatsoever imposed, levied,
collected, withheld or assessed by any jurisdiction or any agency or taxing
authority thereof or therein (as used in this Section 5.05, "Taxes"), all of
                                                             -----
which shall be paid by the Company for its own account not later than the date
when due. If the Company is required by law or regulation to deduct or withhold
any Taxes from any Payment, the Company shall: (a) make such deduction or
withholding; (b) pay the amount so deducted or withheld to the appropriate
taxing authority not later than the date when due; (c) deliver to the Agent,
promptly and in any event within 15 days after the date on which such Taxes
become due, original tax receipts and other evidence satisfactory to, the Agent
of the payment when due of the full amount of such Taxes; and (d) pay to the
Agent for the account of itself or of the respective Bank, forthwith upon any
request by the Agent or such Bank therefor from time to time, such additional
amounts as may be necessary so that the Agent or such Bank receives, free and
clear of all Taxes, the full amount of such Payment stated to be due under this
Agreement or the Notes as if no such deduction or withholding had been made. The
Company hereby indemnifies the Agent and each Bank and holds each of them
harmless for any loss, cost, damage, penalty or expense whatsoever arising from
any failure of the Company to make, or delay in making, any deduction or
withholding of Taxes, or its failure to pay when due the amount so deducted or
withheld to the appropriate taxation authority or its failure otherwise to
comply with the terms and conditions of this Section 5.05. Each Bank will
designate a different Applicable Lending Office for its Loans if such
designation will avoid the need for, or reduce the amount of, any additional
amount that the Company is required to pay to such Bank under this Section 5.05
and will not, in the opinion of such Bank, be disadvantageous to such Bank in
any material respect.

            Each Bank that is organized under the laws of a jurisdiction other
than the United States or any state or other political subdivision, district or
territory thereof agrees that it will deliver to the Company on the date of its
execution of this Agreement and thereafter as may be required from time to time
by applicable law or regulation United States Internal Revenue Service Form 4224
or 1001 (or any successor form) or such other form as from time to time may be
required to, demonstrate that payments made by the Company to such Bank under
this

                                      -25-

<PAGE>

            Agreement and the Notes either are exempt from United States Federal
withholding taxes or are payable at a reduced rate (if any) specified in any
applicable tax treaty or convention.

            Section 6.  Conditions Precedent.
                        --------------------

            6.01   Conditions Precedent to the Initial Borrowing. The obligation
                   ---------------------------------------------
of each Bank to make its Loan hereunder on the occasion of the borrowing under
Section 2.02 hereof is subject to the receipt by the Agent of the following
documents, each of which shall be satisfactory to the Agent in form and
substance, and with sufficient copies for the Agent and each Bank:

            (a)    this Agreement, duly executed and delivered by all parties
      provision for whose signature is made on the signature pages hereof;

            (b)    the Notes, duly executed and delivered by the Company to the
      order of each Bank and otherwise appropriately completed.

            (c)    (i) a certificate of partnership good standing dated as of a
      recent date for the Company from the Secretary of State of Delaware, to
      the extent available from such Secretary of State; (ii) a long-form
      certificate of good standing dated as of a recent date for each Subsidiary
      of the Company, each of the Partners and Consolidated from the Secretary
      of State or other comparable officer of the State of its respective
      incorporation; and (iii) a short-form certificate of good standing dated
      as of a recent date for the Company, each Subsidiary of the Company, each
      of the Partners and Consolidated from the Secretary of State or other
      comparable officer of each other jurisdiction in which the Company, such
      Subsidiary, such Partner or Consolidated, respectively, is qualified to do
      business as a foreign corporation or partnership;

            (d)    a copy of the Partnership Agreement (including, without
      limitation, all amendments, modifications, supplements and extensions
      thereto), certified as being true, correct, complete and up-to-date by the
      Secretary of the Manager on behalf of the Company and by the Secretary of
      Coca-Cola Ventures;

            (e)    a copy of any by-laws and other organizational documents of
      the Company, certified as being true, correct, complete and up-to-date by
      the Secretary of the Manager on behalf of the Company;

            (f)    a copy of the certificate of incorporation of each Subsidiary
      of the Company, each of the Partners and Consolidated, certified as of a
      recent date by the Secretary of State of the jurisdiction in which the
      relevant Subsidiary, Partner or Consolidated, as the case may be, is
      organized;

            (g)    a copy of the by-laws and any other organizational documents
      of each of the Partners and of Consolidated, certified by the Secretary of
      such Partner or Consolidated, as the case may be;

                                      -26-

<PAGE>

            (h)    a copy, certified by the Secretary of the Manager on behalf
      of the Company, of the resolutions of the Executive Committee of the
      Company and of all other action taken by the Company to authorize the
      execution, delivery and performance by the Company of this Agreement and
      the Notes and the Management Agreement, the borrowing of the full amount
      of the Commitments, the performance of each of the Company's obligations
      hereunder and thereunder, and the consummation of each of the other
      transactions contemplated by this Agreement and by the Management
      Agreement;

            (i)    a copy, certified by the Secretary of each of the Partners,
      of the resolutions of the board of directors of each of the Partners and
      of all other corporate action taken by such Partner to authorize the
      execution, delivery and performance of this Agreement and the Notes, the
      borrowing by the Company of the full amount of the Commitments hereunder,
      the performance by such Partner of each of the obligations of the Company
      hereunder and thereunder, and the consummation of each of the other
      transactions contemplated by this Agreement, and to the extent necessary,
      copies of any shareholder action taken in respect of the foregoing, which
      certificate shall include authentication by the President or another
      senior executive officer of the relevant Partner of the signature and
      office of the Secretary who signed such certificate;

            (j)    a copy, certified by the Secretary of Consolidated, of the
      resolutions of the board of directors of Consolidated and of all other
      corporate action taken by Consolidated to authorize the execution,
      delivery and performance of the Management Agreement, the performance by
      Consolidated of each of its obligations thereunder, and the consummation
      of each of the other transactions contemplated thereby, and to the extent
      necessary, copies of any shareholder action taken in respect of the
      foregoing, together with such authentication of the signature of the
      officer or officers that executed the Management Agreement on behalf of
      Consolidated in form and substance satisfactory to the Agent;

            (k)    a certificate of incumbency executed by the Secretary of the
      Company setting forth the name, title and specimen signature of each
      officer of the Company: (1) who has signed this Agreement on behalf of the
      Company, (2) who will sign the Notes on behalf of the Company, or (3) who
      will, until replaced by another officer or representative duly authorized
      for that purpose, act as the representative of the Company for the
      purposes of signing documents and giving notices and other communications
      by the Company in connection with this Agreement and the transactions
      contemplated hereby, which certificate shall include authentication by the
      President of the Company of the signature and office of the Secretary who
      signed such certificate;

            (1)    evidence of the acceptance by the process agent referred to
      in Section 11.11 hereof of its appointment as such;

            (m)    the certificates referred to in Section 6.02 hereof;

                                      -27-

<PAGE>

            (n)    an opinion of Witt, Gaither & Whitaker, special counsel to
      the Company and Coca-Cola Ventures, substantially in the form of Exhibit
      B-1 hereto, and as to such other matters related to this Agreement as the
      Agent or any Bank may reasonably request;

            (o)    an opinion of Witt, Gaither & Whitaker, special counsel to
      Consolidated, substantially in the form of Exhibit B-2 hereto, and as to
      such other matters related to the Management Agreement as the Agent or any
      Bank may reasonably request;

            (p)    copies, certified by the Secretary of the Manager on behalf
      of the Company, of each of the Management Agreement, the sample master
      bottle contract referred to in Section 7.17 hereof and the Letter of
      Authorization (including, without limitation, all amendments thereto to
      and including the borrowing date);

            (q)    evidence of the payment of the fees described in Section 2.03
      hereof;

            (r)    evidence that the Company has delivered to S&P a letter of
      authorization (as amended and in effect and as supplemented and replaced
      from time to time, the "Letter of Authorization") providing for (i) S&P to
                              -----------------------
      provide a Corporate Credit Rating for the Company that applies to the
      Loans under this Agreement, and (ii) S&P to be authorized throughout the
      life of this Agreement to report the Corporate Credit Rating of the
      Company to the Agent (for itself and the Banks) and to notify the Agent
      (for itself and the Banks) of any decline or other change in such
      Corporate Credit Rating; and evidence that pursuant to such Letter of
      Authorization, S&P shall have assigned a Corporate Credit Rating to the
      Company that applies to the Loans under this Agreement of not less than
      BB+;

            (s)    Evidence that all commitments under the Existing Credit
      Agreement have been terminated and that all principal of and interest on
      all loans outstanding under the Existing Credit Agreement and any other
      amounts that may be or become due and payable thereunder have been or,
      simultaneously with the making of the Loans hereunder are being,
      irrevocably paid in full, together with such broken funding payments and
      other costs as may be provided for in the Existing Credit Agreement (such
      evidence to include, without limitation, (1) a copy of a written notice to
      the agent under the Existing Credit Agreement terminating the commitments
      thereunder and giving notice of repayment or prepayment of all loans
      outstanding thereunder, and (2) a written statement from said agent to the
      Agent setting forth the principal amount of all loans outstanding under
      the Existing Credit Agreement, the full amount of interest, fees and all
      other amounts that are required to repay the Existing Credit Agreement in
      full, and stating that upon receipt of such payment the Existing Credit
      Agreement will be terminated); and

            (t)    such other certificates, opinions and other documents as the
      Agent or any Bank may reasonably request.

                                      -28-

<PAGE>

            Except as otherwise expressly stated in this Section 6.01, each of
the foregoing documents shall be dated the date of the borrowing of the Loans.

            6.02   Further Conditions Precedent to the Borrowing. The obligation
                   ---------------------------------------------
of the Banks to make the Loans to the Company upon the occasion of the borrowing
hereunder is subject to the further condition precedent that, as of the date of
the Loans to be made as part of such borrowing, and both before and after giving
effect thereto: (a) no Default shall have occurred and be continuing; and (b)
the representations and warranties made by the Company in this Agreement and by
the Company, each Partner and Consolidated in each certificate or other document
delivered in connection with this Agreement, shall be true and correct in all
material respects on and as of the date of the making of such Loans, with the
same force and effect as if made on and as of such date and a Senior Financial
Officer on behalf of the Company and the chief financial officer of Coca-Cola
Ventures shall have furnished to the Agent and the Banks a certificate with
respect to compliance with clauses (a) and (b) above.

            Section 7.  Representations and Warranties. The Company represents
                        ------------------------------
and warrants to the Agent and each Bank that:

            7.01   Existence. The Company is a general partnership duly
                   ---------
organized, validly existing and in good standing under the laws of the State of
Delaware. Each Subsidiary of the Company is a corporation duly organized and
incorporated, validly existing and in good standing under the laws of its
jurisdiction of organization. Each of the Partners and Consolidated is a
corporation duly organized and incorporated, validly existing and in good
standing under the laws of the State of Delaware. Each of the Company and each
of its Subsidiaries and each of the Partners: (a) has all requisite partnership
or corporate power, as the case may be, and has all governmental licenses,
authorizations, consents and approvals necessary to own its assets and carry on
its business as now being conducted; and (b) is qualified to do business in all
jurisdictions in which the nature of the business conducted by it makes such
qualification necessary. Without limiting the generality of the preceding
sentence, Carolina is qualified to do business as a foreign corporation in the
States of Georgia, North Carolina, South Carolina and Virginia, Coca-Cola
Ventures is qualified to do business as a foreign corporation in the States of
Georgia, North Carolina, South Carolina and Virginia, and the Subsidiary of the
Company is qualified to do business in the States of North Carolina and
Virginia.

            7.02   Financial Condition. (a) The audited consolidated balance
                   -------------------
sheet of the Company and its consolidated Subsidiaries as at December 31, 1995
and the related consolidated statements of operations, cash flows and changes in
partners' equity of the Company and its consolidated Subsidiaries for the fiscal
year ended on said date, with the opinion thereon of Price Waterhouse LLP, and
the unaudited consolidated balance sheet of the Company and its consolidated
Subsidiaries as at March 31, 1996 and the related consolidated statements of
operations, cash flows and changes in partners' equity of the Company and its
consolidated Subsidiaries for the three-month period ended on such date,
heretofore furnished to the Agent and each Bank, are complete and correct and
fairly present the consolidated financial condition of the Company and its
consolidated Subsidiaries as at said dates and the consolidated results of their
operations for the fiscal year and three-month period, respectively, ended on
said dates, in

                                      -29-

<PAGE>

accordance with GAAP consistently applied (subject, in the case of such
financial statements as at March 31, 1996, to normal year-end adjustments) all
in conformity with GAAP applied on a consistent basis, except that the footnotes
to such financial statements omitted reference to the Amended and Restated
Guaranty Agreement referred to in item #4 of Schedule 7.19 hereto (which
omission will be corrected in future financial statements). As at such dates,
neither the Company nor any of its Subsidiaries had any material contingent
liabilities, liabilities for taxes, unusual forward or long-term commitments or
unrealized or anticipated losses from any unfavorable commitments, except as
referred to or reflected or provided for in said balance sheets as at said dates
and except as are not required by GAAP to be disclosed on the financial
statements referred to herein. Since December 31, 1995, there has been no
material adverse change in the business, properties, operations, condition
(financial or otherwise) or prospects of the Company and its consolidated
Subsidiaries or of either of the Partners from that set forth in said financial
statements as at said date.

            (b)    The audited consolidated balance sheet of Consolidated and
its consolidated Subsidiaries as at December 31, 1995 and the related
consolidated statements of operations, cash flows and changes in shareholders'
equity of Consolidated and its consolidated Subsidiaries for the fiscal year
ended on said date, with the opinion thereon of Price Waterhouse LLP, and the
unaudited consolidated balance sheet of Consolidated and its consolidated
Subsidiaries as at March 31, 1996 and the related consolidated statements of
operations, cash flows and changes in shareholders' equity of Consolidated and
its consolidated Subsidiaries for the three-month period ended on such date,
heretofore furnished to the Agent and each Bank, are complete and correct and
fairly present the consolidated financial condition of Consolidated and its
consolidated Subsidiaries as at said dates and the consolidated results of their
operations for the fiscal year and three-month period, respectively, ended on
said dates (subject, in the case of such financial statements as at March 31,
1996, to normal year-end adjustments) all in conformity with GAAP applied on a
consistent basis. As at such dates, neither Consolidated nor any of its
Subsidiaries had any material contingent liabilities, liabilities for taxes,
unusual forward or long-terms commitments or unrealized or anticipated losses
from any unfavorable commitments, except as referred to or reflected or provided
for in said balance sheets as at said dates and except as are not required by
GAAP to be disclosed on the financial statements referred to herein. Since
December 31, 1995, there has been no material adverse change in the business,
properties, operations, condition (financial or otherwise) or prospects of
Consolidated and its consolidated Subsidiaries from that set forth in said
financial statements as at said date.

            The representations and warranties in this Section 7.02 (other than
the last sentence of each of clauses (a) and (b)) shall be deemed to be
automatically repeated on the last day of each quarter of each fiscal year of
the Company, with respect to the financial statements of the Company and
Consolidated, as the case may be, for the fiscal year then most recently ended
and for the one-, two- or three-fiscal quarter period, as the case may be, then
ended.

            7.03   Litigation. There are no legal or arbitral proceedings or any
                   ----------
proceedings by or before any governmental or regulatory authority or agency, now
pending or (to the best knowledge of the Company) threatened by or against the
Company or any of its Subsidiaries or

                                      -30-

<PAGE>

either of the Partners which, individually or in the aggregate, if adversely
determined, could reasonably be expected to have a Material Adverse Effect.

            7.04   No Breach. None of the execution and delivery of this
                   ---------
Agreement or the Notes, the borrowing of the Loans, the consummation of the
other transactions herein or therein contemplated and compliance with the terms
and provisions hereof and thereof will conflict with or result in a breach of,
or require any consent under, (i) the Partnership Agreement or other
organizational documents of the Company or either of its Partners, (ii) any
applicable law, rule or regulation, or any order, writ, injunction or decree of
any court or governmental authority or agency, or (iii) any agreement or other
instrument to which the Company or any of its Subsidiaries or either of the
Partners is a party or by which its respective assets, revenues or other
properties may be bound, or constitute a default under any such agreement or
instrument, or result in the creation or imposition of any Lien upon any of the
assets, revenues or other properties of the Company or any of its Subsidiaries
or either of the Partners pursuant to the terms of any such agreement or
instrument.

            7.05   Partnership and Corporate Action. Each of the Company and the
                   --------------------------------
Partners has all necessary power and authority to execute, deliver and perform
its obligations under this Agreement and the Notes and to borrow the full amount
of the Commitments; and the execution, delivery and performance by the Company
of this Agreement and the Notes and the borrowing of the full amount of the
Commitments have been duly authorized by all necessary partnership or corporate
action, as the case may be, on the part of the Company and each of the Partners
and, to the extent necessary, all shareholder action on the part of the
shareholders of the Partners. This Agreement has been duly and validly executed
and delivered by the Company and constitutes, and the Notes when executed and
delivered for value will constitute, the legal, valid and binding obligation of
the Company and each of the Partners, enforceable against the Company and each
of the Partners in accordance with their respective terms, except as such
enforceability may be limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general applicability
affecting the enforcement of creditors' rights and (b) the application of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

            7.06   Approvals. No authorizations, approvals or consents of or
                   ---------
licenses from, and no filings or registrations with, any governmental or
regulatory authority or agency are necessary for the execution, delivery or
performance by the Company or either of the Partners of this Agreement or the
Notes or for the validity or enforceability thereof, or for the borrowing of the
Loans.

            7.07   Use of Proceeds. Neither the Company nor any of its
                   ---------------
Subsidiaries nor either of the Partners is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose,
whether immediate, incidental or ultimate, of buying or carrying margin stock
(within the meaning of Regulation G, U or X of the Board of Governors of the
Federal Reserve System) and no part of the proceeds of the Loans hereunder will
be used to buy or carry any margin stock. Without prejudice to the foregoing, a
portion of the proceeds of the borrowing of the Loans equal to at least
$190,000,000 will be used solely to refinance the

                                      -31-

<PAGE>

loans outstanding under the Existing Credit Agreement and to pay all accrued
interest, fees and other amounts in connection therewith, and any remaining
proceeds of the Loans will be used solely to refinance loans outstanding from
Consolidated, and all such proceeds in any event will be used for working
capital and other general corporate purposes of the Company.

            7.08   ERISA. The Company has no employees (all Persons working at
                   -----
the Company being employed by Consolidated as Manager). Each of the Company,
Consolidated and the ERISA Affiliates have fulfilled all obligations under the
minimum funding standards of ERISA and the Code with respect to each Plan, is in
compliance in all substantial respects with all applicable provisions of ERISA
and the Code, and has not incurred any liability to the PBGC in excess of
$25,000, except for premiums due, or in the case of any Plan except for claims
for benefits or requirements for contributions, in either case made in
accordance with the terms of such Plan. Neither the Company nor Consolidated nor
any of the ERISA Affiliates is party to any Multiemployer Plan. There are no
disputes relating to ERISA or employee benefits or relations to which the
Company, Consolidated or any of the ERISA Affiliates is a party and which, even
if adversely determined, would subject the Company to any liability. Each Plan
qualifies under Section 401 of the Internal Revenue Code. With respect to each
Plan, there is: (i) no accumulated funding deficiency (within the meaning of
ERISA and the Internal Revenue Code) with respect to any Plan under Title IV of
ERISA; (ii) no termination of any Plan or trust which could result in any
material liability to the PBGC; (iii) no "reportable event" (as that term is
defined in ERISA) which could reasonably be expected to constitute grounds for
termination of any Plan or trust by the PBGC; and (iv) no "prohibited
transaction" (as that term is defined in Section 406 of ERISA and Section 4975
of the Internal Revenue Code) which could result in any liability to the
Company. The Company does not have any liabilities with respect to welfare plans
of any member of the ERISA Group and has no liabilities for post-retirement
welfare benefits of any Person.

            7.09   Taxes. United States Federal income tax returns of the
                   -----
Company and the Subsidiaries and Coca-Cola Ventures have been filed for all
fiscal years of the Company ended on or prior to January 1, 1995. None of those
tax returns is under examination or otherwise is the subject of any audit or
other proceedings. The Company and its Subsidiaries and Coca-Cola Ventures have
filed all United States Federal income tax returns, all applicable state income
tax returns and all other material tax returns which are required to be filed by
each of them and have paid all taxes due pursuant to such returns or pursuant to
any assessment received by the Company or any such Subsidiary or Coca-Cola
Ventures. The charges, accruals and reserves on the books of the Company and its
Subsidiaries and Coca-Cola Ventures, respectively, in respect of taxes and other
governmental charges are, in the opinion of the Company and its independent
auditors, adequate.

            7.10   Ownership. (a) 29.67% of the shares of the Common Stock of
                   ---------
Consolidated issued and outstanding as of the date hereof are owned and
controlled, both beneficially and of record and free and clear of all Liens,
directly by Coca-Cola. All such shares of Common Stock have been legally and
validly issued and are fully paid and non-assessable. Except as disclosed in
Schedule 7.10 hereto, there are no outstanding options, warrants, rights,
agreements, contracts, calls, commitments or demands of any character obligating
or entitling

                                      -32-

<PAGE>

either Consolidated or Coca-Cola to sell, issue, redeem or repurchase any
Capital Stock of Consolidated.

            (b)    100% of the shares of the Common Stock of Carolina issued and
outstanding as of the date hereof are owned and controlled, both beneficially
and of record and free and clear of all Liens, by Coca-Cola indirectly through
one or more wholly-owned Subsidiaries. All such shares of Common Stock have been
legally and validly issued and are fully paid and non-assessable. There are no
outstanding options, warrants, rights, agreements, contracts, calls, commitments
or demands of any character obligating or entitling either Coca-Cola or Carolina
to sell, issue, redeem or repurchase any Capital Stock of Carolina.

            (c)    100% of the shares of the Common Stock of Coca-Cola Ventures
issued and outstanding as of the date hereof are owned and controlled, both
beneficially and of record and free and clear of all Liens, by Consolidated
indirectly through one or more wholly-owned Subsidiaries. All such shares of
Common Stock have been legally and validly issued and are fully paid and
non-assessable. There are no outstanding options, warrants, rights, agreements,
contracts, calls, commitments or demands of any character obligating or
entitling either Consolidated or Coca-Cola Ventures to sell, issue, redeem or
repurchase any Capital Stock of Coca-Cola Ventures.

            (d)    50% of the Voting Interests in the Company are directly owned
and controlled by Carolina, and 50% of such Voting Interests are directly owned
and controlled by Coca-Cola Ventures, in each case both beneficially and of
record and free and clear of all Liens. There are no outstanding options,
warrants, rights, agreements, contracts, calls, commitments or demands of any
character obligating or entitling either Partner or the Company to sell, issue,
redeem or repurchase any Voting Interests of the Company.

            7.11   Ranking. The obligations of the Company under this Agreement
                   -------
and the Notes rank and will rank at least pari passu in right of payment and of
                                          ---- -----
security and in all other respects with all other unsubordinated Indebtedness
and other obligations of the Company and, each of the Partners, except that any
Indebtedness of the Company, secured to the extent permitted by Section 8.06
hereof, may, solely with respect to the collateral securing such Indebtedness,
rank senior in right of security to the obligations of the Company under this
Agreement and the Notes with respect to the collateral securing such
Indebtedness.

            7.12   Investment Company Act. Neither of the Partners nor the
                   ----------------------
Company nor any of their respective Subsidiaries is, nor is any of them
"controlled by", an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, nor is any of them subject to regulation under
said Act.

            7.13   Public Utility Holding Company Act. Neither the Company nor
                   ----------------------------------
either of the Partners nor any of their respective Subsidiaries is a "holding
company" nor is any of them a "subsidiary company" of a "holding company" within
the meaning of the Public Utility Holding Company Act of 1935, as amended, nor
is any of them a public utility under any applicable state law.

                                      -33-

<PAGE>

            7.14   Compliance with Laws. Each of the Company and each of its
                   --------------------
Subsidiaries and each of the Partners is in compliance with all applicable laws,
ordinances and regulations, including, without limitation, all Environmental
Laws and Health Laws, except to the extent that the failure to comply with any
such laws, ordinances and regulations, individually or in the aggregate, could
not have a Material Adverse Effect or impose any liability whatsoever on the
Agent, any of the Co-Agents or any of the Lenders.

            7.15   Ownership of Property; Licenses. Each of the Company and each
                   -------------------------------
of its Subsidiaries and each of the Partners has good record and marketable
title to, or a valid leasehold interest in, all of its respective properties as
shown on the financial statements referred to in Section 7.02 hereof and owns or
is licensed to use all relevant copyrights, patents, trademarks, tradenames,
technical information, technology, know-how, and all other intellectual
property, licenses, franchises and processes necessary for the normal operation
and business of the Company or such Subsidiary or such Partner, in each case
without any known conflict with the rights of any other Person. All such assets,
revenues and other properties (including, without limitation, all such
intellectual property, licenses, franchises and processes, and the partnership
interests in the Company) are free and clear of Liens except for Liens permitted
by Section 8.06 hereof.

            7.16   Nature of Business. The Company and its Subsidiaries are
                   ------------------
engaged solely in the business of bottling, canning, marketing and distribution
of soft drinks, primarily products of Coca-Cola and other beverages and
activities directly related thereto. Not less than 80% of the annual revenues of
the Company and its consolidated Subsidiaries are derived from the bottling,
canning, marketing and distribution of products of Coca-Cola.

            7.17   Master Bottling Agreement. The Company is party to master
                   -------------------------
bottle contracts with Coca-Cola that cover all territories in which the Company
sells or distributes Coca-Cola products (collectively, as amended and in effect
from time to time, the "Master Bottling Agreement"). A true, correct, complete
                        -------------------------
and up-to-date copy of a sample of one such master bottle contract has been
delivered to the Agent, and all master bottle contracts with Coca-Cola are in
substantially the same form as such sample. The Master Bottling Agreement is in
full force and effect and the Company and each of its Subsidiaries are in
substantial compliance with the terms and conditions applicable to them
contained therein.

            7.18   Management Agreement. The Company is party to the Management
                   --------------------
Agreement with Consolidated, and has delivered to the Agent and each Bank a
true, correct, complete and up-to-date copy thereof. The Management Agreement is
in full force and effect and the Company and each of its Subsidiaries are in
substantial compliance with all of the terms and conditions applicable to them
contained therein. The Manager is duly authorized to take all actions under or
in connection with this Agreement on behalf of the Company.

            7.19   Debt Instruments. The agreements identified in Schedule 7.19
                   ----------------
are all of the agreements, bonds, debentures, notes and other instruments
evidencing Indebtedness of the Company or any of its Subsidiaries. Each of the
Company and each of its Subsidiaries is in full

                                      -34-

<PAGE>

compliance with the terms and conditions applicable to them contained in each
such agreement, bond, debenture, note or other instrument.

            7.20   Subsidiaries. The Company has no Subsidiaries other than CCBC
                   ------------
of Wilmington, Inc., a Delaware corporation.

            7.21   Partners. Each of the Partners is a special purpose
                   --------
corporation, owning no assets other than the partnership interests in the
Company, engaging in no business other than the ownership of such partnership
interests, and having no liabilities other than its obligations under the
Partnership Agreement and its joint and several liability by operation of law
for the Indebtedness and other obligations of the Company.

            7.22   Solvency. Neither the Company nor either of the Partners is
                   --------
entering into the arrangements contemplated hereby, or intends to make any
transfer or incur any obligations hereunder, with actual intent to hinder, delay
or defraud either present or future creditors. On the date of the making of the
Loans, on a pro forma basis after giving effect to such Loans:
            --- -----

            (i)    no judgments against the Company or either of the Partners
      arising out of any pending or threatened litigation will be rendered at a
      time when, or in an amount such that, the Company or such Partner, as the
      case may be will be unable to satisfy such judgments promptly in
      accordance with their terms (taking into account the maximum reasonable
      amount of such judgments in any such actions and the earliest reasonable
      time at which such judgments might be rendered);

            (ii)   the cash available to the Company and each of the Partners,
      as the case may be, after taking into account all other anticipated uses
      of the cash of the Company, is anticipated to be sufficient to pay all
      such judgments promptly in accordance with their terms;

            (iii)  the sum of the present realizable value of the assets of the
      Company will exceed the probable liability of the Company on its debts,
      and the sum of the present realizable value of the assets of each of the
      Partners will exceed the probable liability of such Partner on its debts;

            (iv)   neither the Company nor either of the Partners intends to, or
      believe that it will, incur debts beyond its ability to pay such debts as
      such debts mature (taking into account the timing and amounts of cash to
      be received by the Company from any source, and of amounts to be payable
      on or in respect of debts of the Company and the amounts referred to in
      clause (i));

            (v)    the cash available to the Company, after taking into account
      all other anticipated uses of the cash of the Company, is anticipated to
      be sufficient to pay all such amounts on or in respect of debts of the
      Company, when such amounts are required to be paid, and the cash available
      to each of the Partners, after taking into account all other anticipated
      uses of the cash of such Partner, is anticipated to be sufficient to pay
      all such

                                      -35-

<PAGE>

amounts on or in respect of debts of such Partner, when such amounts are
required to be paid; and

            (vi)   the Company will have sufficient capital with which to
      conduct its present and proposed business and the property of the Company
      does not constitute unreasonably small capital with which to conduct its
      present or proposed business, and each of the Partners will have
      sufficient capital with which to conduct its present and proposed business
      and the property of such Partner does not constitute unreasonably small
      capital with which to conduct its present or proposed business.

For purposes of this Section 7.22 "debt" means any liability on a claim, and
"claim" means (y) right of payment whether or not such right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured; or (z) right to an
equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

            7.23   Environmental Matters. (a) The Company and each of its
                   ---------------------
Subsidiaries and each of the Partners comply, and each of the properties and
operations of each of them complies, in all material respects with all
applicable Environmental Laws and Health Laws;

            (b)    The Company has obtained or made timely application for all
Environmental Licenses which, to the best of the Company's knowledge, are
necessary for the operation of the Company and each of its Subsidiaries and each
of its Partners of its respective business and properties. All such
Environmental Licenses previously obtained are in full force and effect or
timely application for renewal thereof is pending, and no action to revoke the
same is pending and the period to appeal such Environmental Licenses has
expired, and each of the Company and each of its Subsidiaries and each of the
Partners is in compliance with all terms and conditions of each such
Environmental License;

            (c)    With respect to property currently or formerly owned or
operated by it, none of the Company or its Subsidiaries or the Partners is
subject to any outstanding written notice or order from, or agreement with, any
Governmental Authority or other Person in respect to which the Company or any of
its Subsidiaries or either of the Partners (i) is required to take any Remedial
Action or (ii) would be reasonably likely to incur any Environmental Liabilities
arising from any Release or threatened Release;

            (d)    Neither the Company nor any of its Subsidiaries nor either of
the Partners has received written notification pursuant to Environmental Laws or
Health Laws that any of its current or past operations, or any by-product
thereof, is related to or subject to any investigation by any Governmental
Authority evaluating whether any Remedial Action is needed to respond to a
Release or threatened Release; and

                                      -36-

<PAGE>

            (e)    Neither the Company nor any of its Subsidiaries nor either of
the Partners has filed any notice under any applicable Environmental Law or
Health Law reporting a Release which is reasonably possible to lead to any
Governmental Authority or any other Person having to take Remedial Action or
having to incur Environmental Liabilities.

            (f)    Neither the Company nor any of its Subsidiaries nor either of
the Partners is subject to any suit, action or proceeding by or before any
court, arbitrator or administrative authority alleging violations by any of them
of any Environmental Law or Health Law or seeking to impose on any of them any
Environmental Liability.

            7.24   No Default. No Default or Event of Default has occurred and
                   ----------
is continuing.

            7.25   Disclosure. All written information furnished by or on behalf
                   ----------
of the Company or any of its Subsidiaries or either of the Partners or
Consolidated to the Agent or any Bank for purposes of or in connection with this
Agreement or any transaction contemplated hereby is true and accurate in all
material respects. No such information contained, contains or will contain any
material misstatement of fact or omitted, omits or will omit to state any
material fact necessary to make the statements therein not misleading in light
of the circumstances existing at the time.

            Section 8. Covenants of the Company. The Company agrees that, so
                       ------------------------
long as any Commitment is in effect and until payment in full of the Loans
hereunder, all interest thereon and all other amounts payable by the Company
hereunder and under the Notes:

            8.01   Information. The Company shall deliver directly to each Bank
                   -----------
and also to the Agent:

            (a)    as soon as available and in any event within 60 days after
      the end of each of the first three fiscal quarterly periods of each fiscal
      year of the Company, (i) unaudited consolidated statements of operations,
      cash flows and changes in partners' equity of the Company and its
      consolidated Subsidiaries for such period and for the period from the
      beginning of the respective fiscal year to the end of such period, and the
      related consolidated balance sheet as at the end of such period, setting
      forth in each case in comparative form the corresponding figures for the
      corresponding period in the preceding fiscal year, accompanied by a
      certificate of a Senior Financial Officer on behalf of the Company, which
      certificate shall state that said financial statements fairly present the
      consolidated financial condition and results of operations of the Company
      and its consolidated Subsidiaries in accordance with GAAP consistently
      applied (except for changes to which the Company's auditors have agreed),
      as at the end of, and for, such period (subject to normal year-end audit
      adjustments), and (ii) unaudited consolidated statements of operations,
      cash flows and changes in shareholders' equity of Consolidated and its
      consolidated Subsidiaries for such period and for the period from the
      beginning of the respective fiscal year to the end of such period, and the
      related consolidated balance sheet as at the end of such period, setting
      forth in each case in comparative form the

                                      -37-

<PAGE>

      corresponding figures for the corresponding period in the preceding fiscal
      year, accompanied by an certificate of the chief financial officer of
      Consolidated, which certificate shall state that said financial statements
      fairly present the consolidated financial condition and results of
      operations of Consolidated and its consolidated Subsidiaries in accordance
      with GAAP consistently applied (except for changes to which the auditors
      of Consolidated have agreed), as at the end of, and for, such period
      (subject to normal year-end audit adjustments);

            (b)    as soon as available and in any event within 90 days after
      the end of each fiscal year of the Company, (i) audited consolidated
      statements of operations, cash flows and changes in partners' equity of
      the Company and its consolidated Subsidiaries for such year and the
      related consolidated balance sheet as at the end of such year, setting
      forth in each case in comparative form the corresponding figures for the
      preceding fiscal year, and accompanied by an opinion thereon of Price
      Waterhouse LLP or other comparable independent public accountants of
      recognized national standing, which opinion shall state that said
      financial statements fairly present the consolidated financial condition
      and results of operations of the Company and its consolidated Subsidiaries
      as at the end of, and for, such fiscal year, in accordance with GAAP
      consistently applied, and a certificate of such accountants stating that,
      in making the examination necessary for their opinion, they obtained no
      knowledge, except as specifically stated, of any Default and (ii) audited
      consolidated statements of operations, cash flows and changes in
      shareholders' equity of Consolidated and its consolidated Subsidiaries for
      such year and the related consolidated balance sheet as at the end of such
      year, setting forth in each case in comparative form the corresponding
      figures for the preceding fiscal year, and accompanied by an opinion
      thereon of Price Waterhouse LLP or other comparable independent public
      accountants of recognized national standing, which opinion shall state
      that said financial statements fairly present the consolidated financial
      condition and results of operations of Consolidated and its consolidated
      Subsidiaries as at the end of, and for, such fiscal year in accordance
      with GAAP consistently applied;

            (c)    at the time the Company furnishes each set of financial
      statements pursuant to paragraph (a) or (b) above, a certificate of a
      Senior Financial Officer on behalf of the Company to the effect that,
      during the most recent fiscal quarter reported on such financial
      statement, no Default has occurred and is continuing (or, if any Default
      has occurred and is continuing, describing the same in reasonable detail)
      and a certification as to the Corporate Credit Rating of the Company in
      effect at the end of the period covered by such financial statements and
      at the time of such certificate;

            (d)    promptly upon their becoming available, copies of all
      registration statements and regular periodic reports, if any, which
      Consolidated shall have filed with the SEC (or any governmental agency
      substituted therefor) or any national securities exchange, and copies of
      all press releases material to the operations or financial condition of
      the Company or Consolidated issued by the Company or any of its
      Subsidiaries or by Consolidated;

                                      -38-

<PAGE>

            (e)    not later than 60 days prior to the last day of each fiscal
      year of the Company, a copy of the Company's annual business plan (annual
      operating budget);

            (f)    promptly (and in any event not later than 3 Business Days)
      after the occurrence of any Default, a notice of such Default stating that
      it is a "Notice of Default", and describing the same in reasonable detail
      and the actions which the Company is taking and proposes to take with
      respect to such Default;

            (g)    promptly (and in any event no later than 3 Business Days)
      after the occurrence of any decline or other change in the Corporate
      Credit Rating (including, without limitation, any withdrawal or
      elimination thereof), notice of such decline or other change;

            (h)    promptly (and in any event no later than 3 Business Days)
      after the occurrence thereof, notice of all other events or matters which
      the Company would be required to report to the SEC on a Form 8-K if the
      Company were a reporting company under the Exchange Act;

            (i)    promptly after the filing thereof by Consolidated or any of
      the other ERISA Affiliates with the Internal Revenue Service, a copy of
      each annual report (form 5500 or any successor form) required to be filed
      with the Internal Revenue Service with respect to each Employee Benefit
      Plan that has been established by or contributed to or is maintained by
      the Company, Consolidated or any other ERISA Affiliate, together with the
      audited annual report of such Plan and ERISA footnotes;

            (j)    as soon as possible, and in any event within ten days after
      the Company or the Manager knows or has reason to know that any of the
      events or conditions specified below with respect to any Plan has occurred
      or exists, a statement signed by a Senior Financial Officer on behalf of
      the Company setting forth details respecting such event or condition and
      the action, if any, which the Company, Consolidated or any other ERISA
      Affiliate proposes to take with respect thereto (and a copy of any report
      or notice given by, or required to be filed with or given to PBGC, the
      Internal Revenue Service or the United States Department of Labor by the
      Company, Consolidated or any other ERISA Affiliate with respect to such
      event or condition):

            (i)    any reportable event, as defined in Section 4043(b) of ERISA
            and the regulations issued thereunder, with respect to a Plan;

            (ii)   the filing under ERISA of a notice of intent to terminate any
            Plan or the termination of any Plan;

            (iii)  the institution by PBGC or any other Person of proceedings
            for the termination of any Plan, or the appointment of a trustee to
            administer any Plan;

                                      -39-

<PAGE>

            (iv)   the complete or partial withdrawal by the Company,
            Consolidated or any other ERISA Affiliate under ERISA from a Plan;
            and

            (v)    the failure of the Company, Consolidated or any other ERISA
            Affiliate to make a required contribution to any Plan if such
            failure, individually or in the aggregate, could reasonably be
            expected to give rise to a Lien under ERISA;

            (vi)   any action by the Company, Consolidated or any other ERISA
            Affiliate which, individually or in the aggregate, could reasonably
            be expected to result in the imposition of a Lien or require the
            Company or any of its Subsidiaries to furnish a bond or security in
            connection with any Plan;

            (viii) the incurrence of any "accumulated funding deficiency" (as
            such term is defined in Section 302 of ERISA), whether or not
            waived; and

            (ix)   any event that, individually or in the aggregate, could
            reasonably be expected to result in a material liability (contingent
            or otherwise) under ERISA or the Internal Revenue Code (as it
            relates to ERISA);

            (k) promptly upon the creation or acquisition of any Subsidiary, a
      notice of such creation, identifying such Subsidiary, the jurisdiction of
      its incorporation, its address and nature of its business, and a pro forma
                                                                       --- -----
      balance sheet showing its assets and liabilities as at such time;

            (1) promptly, and in any event within 10 days after the Company
      becomes aware thereof, notice of all court or arbitral proceedings, audits
      and other investigations before any governmental or regulatory authority,
      department, commission, board, bureau, agency or instrumentality, domestic
      or foreign, affecting the Company or any of its Subsidiaries (whether as
      plaintiff, defendant, appellant, appellee or otherwise), except
      proceedings or investigations which, if adversely determined, could not,
      individually or in the aggregate, reasonably be expected to have a
      Material Adverse Effect;

            (m) promptly, and in any event within 10 days after the Company
      becomes aware thereof, notice of any change in the beneficial or record
      ownership or control of any of the Voting Interests or Equity Interests of
      the Company or of any Subsidiary in the chain of ownership between
      Coca-Cola or Consolidated (as the case may be) and the Company;

            (n) immediately upon becoming aware thereof, notice of any actual or
      proposed amendment or supplement to or waiver of or termination of any
      provision of the Partnership Agreement, the Management Agreement, the
      Master Bottling Agreement or the Letter of Authorization; and

            (o) from time to time such other information regarding the business,
      properties, operations, condition (financial or otherwise) or prospects of
      the Company or


                                      -40-

<PAGE>

      any of its Subsidiaries or any of the Partners as the Agent or any of the
      Banks may reasonably request.

            8.02   Existence, Etc. The Company shall, and shall cause each of
                   ---------------
its Subsidiaries to:

            (a)    preserve and maintain its existence as a partnership and all
      of its rights, licenses, privileges and franchises; provided, that, in
                                                          --------
      accordance with the provisions of the Partnership Agreement, and without
      changing the material terms and conditions thereof, the Partners may form
      or cause to be formed a corporation under the laws of a state of the
      United States of America and contribute thereto, in exchange for Capital
      Stock of such corporation, their respective partnership interests in the
      Company in the same proportions as the partnership interests for which
      capital stock will be issued (the corporate conversion described in this
      Section 8.02(a) being called the "Permitted Corporate Conversion"), but
                                        ------------------------------
      only if (1) no Default has occurred and is continuing and the
      representations and warranties of the Company in this Agreement and in
      each other certificate or other document delivered pursuant to this
      Agreement are true and correct both before and immediately after the
      consummation of the Permitted Corporate Conversion, (2) the resulting
      corporation shall have assumed in writing satisfactory to the Agent and
      each Bank all of the obligations and duties of the Company under this
      Agreement and the Notes and any related documents, (3) the Company shall
      have furnished to the Agent and the Banks satisfactory evidence of the
      corporate existence, good standing, corporate power and authority of the
      new corporate borrower and of its due execution and delivery of all
      relevant documents, together with such incumbency and signature
      certificates and legal opinions as the Agent or any Bank may reasonably
      request, (4) the Management Agreement, the Master Bottling Agreement and
      the Letter of Authorization shall remain in full force and effect with
      respect to the new corporate borrower, and a senior officer, respectively,
      of Consolidated, Coca-Cola and S&P shall have so certified to the Agent
      and the Banks, (5) the Company, the Agent and the Banks shall have entered
      into an amendment to this Agreement and the Notes containing such
      technical changes as may be required to reflect the new name, corporate
      status and share ownership of the new corporate borrower; and (6) each of
      the Partners shall have executed and delivered to the Agent and the Banks
      an unconditional, irrevocable guarantee of all of the obligations of the
      new corporate borrower under this Agreement and the Note, each in form and
      substance satisfactory to the Agent and each Bank, together with such
      evidence of the corporate existence, good standing, corporate power and
      authority of such Partner as guarantor and of its due execution and
      delivery of such guarantee and any other relevant documents, together with
      such incumbency and signature certificates and legal opinions as the Agent
      or any Bank may reasonably request in connection with such guarantee;

            (b)    comply with the requirements of all applicable laws, rules,
      regulations and orders of governmental or regulatory authorities
      (including, without limitation, all Environmental Laws and all Health
      Laws), except to the extent that the failure to comply with therewith,
      individually or in the aggregate, could not reasonably be expected to have

                                      -41-

<PAGE>

      a Material Adverse Effect or impose any liability on the Agent, any of the
      Co-Agents or any Bank;

            (c)    pay and discharge when due all taxes, assessments and
      governmental charges or levies imposed on it or on its income or profits
      or on any of its property, sales or revenues, except for any such tax,
      assessment, charge or levy the payment of which is being contested in good
      faith and by proper proceedings and against which adequate reserves are
      being maintained and in connection with which execution of any Lien has
      been stayed and an adverse decision in which proceedings, individually or
      in the aggregate, could not reasonably be expected to have a Material
      Adverse Effect;

            (d)    maintain all of its properties used or useful in its business
      in good repair, working order and condition, ordinary wear and tear
      excepted, except to the extent that the failure to do so, individually or
      in the aggregate, could not reasonably be expected to have a Material
      Adverse Effect; maintain title to and ownership of, or a valid license to,
      all copyrights, patents, trademarks, tradenames, technical information,
      technology, know-how, and all other intellectual property, licenses,
      franchises and processes necessary for the normal operation and business
      of the Company or such Subsidiary (other than intellectual property,
      licenses, franchises and processes the failure of which to be owned by or
      licensed to the Company, individually or in the aggregate, could not
      reasonably be expected to have a Material Adverse Effect), in each case
      without any conflict, with the rights of any other Person;

            (e)    maintain proper books of record and account in accordance
      with sound business practices and applicable law reflecting all of their
      respective dealings, transactions and other business affairs in accordance
      with GAAP, and, at the Company's expense, permit representatives of the
      Agent and each Bank, during normal business hours, to examine and make
      extracts from its books and records, to inspect its properties, and to
      discuss its business and affairs with its officers and officers of the
      Manager and with its independent public accountants, all to the extent
      reasonably requested by the Agent or such Bank with reasonable notice;

            (f)    keep insured by reputable insurers all property of a
      character usually insured by Corporations engaged in the same or similar
      business against loss or damage of the kinds and in the amounts
      customarily insured against by such Corporations and carry such other
      insurance as is usually carried by such Corporations (including, without
      limitation, general liability and products liability insurance); and

            (g)    comply in all material respects with all leases of real and
      personal property necessary in the operation of the business of the
      Company or any of its Subsidiaries.

            8.03   Use of Proceeds. The Company shall use a portion of the
                   ---------------
proceeds of the Loans equal to at least $190,000,000 solely to refinance the
loans outstanding under the Existing Credit Agreement and to pay all accrued
interest, fees and other amounts in connection therewith, and shall use any
remaining proceeds of the Loans solely to refinance loans

                                      -42-

<PAGE>

outstanding from Consolidated, and in any event shall use all such proceeds for
the Company's working capital and other general corporate purposes; and in any
event shall use all proceeds of the Loans solely in compliance with Regulations
G, T, U and X and all other applicable laws, rules and regulations. The Company
shall not use the proceeds of any of the Loans to purchase, acquire or carry any
margin stock (within the meaning of Regulation G, T, U or X of the Board of
Governors of the Federal Reserve System).

            8.04   Mergers and Consolidations. The Company will not, and will
                   --------------------------
not permit any of its Subsidiaries to, consolidate with or merge into any other
Person or convey or transfer all or substantially all of its assets, revenues
and other properties as an entirety to any Person, whether in a single
transaction or in a series of related transactions, except for (a) the Permitted
Corporate Conversion and (b) a merger of the Company with another Person
organized under the laws of a state of the United States of America so long as
the Company is the entity that survives such merger and, both before and
immediately after the consummation of such merger, the Company is in compliance
with all terms, conditions and covenants in this Agreement and no Default has
occurred and is continuing.

            8.05   Restrictions on Indebtedness. The Company will not, and will
                   ----------------------------
not permit any Subsidiary to, create, incur, issue, assume, suffer to exist or
Guarantee any Indebtedness (including, without limitation, Indebtedness owed to
Consolidated or its Affiliates), whether or not evidenced by negotiable
instruments or securities, or any notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed, except for:

            (a)    trade indebtedness incurred by the Company in the ordinary
      course of the Company's business on ordinary trade terms and not past due;

            (b)    the Loans under this Agreement,

            (c)    unsecured Guarantees by the Company of Indebtedness of
      Container Supply Cooperatives, provided that the aggregate principal
      amount of all Indebtedness Guaranteed thereby does not exceed $10,000,000
      at any time outstanding;

            (d)    unsecured interest rate swaps and other similar interest rate
      hedging arrangements entered into by the Company with one or more Banks or
      other creditworthy counterparties, which swaps or other arrangements
      protect the Company against interest rate fluctuations in specific
      liabilities that appear on the balance sheet of the Company in accordance
      with GAAP, and which are not entered into for speculative purposes;

            (e)    unsecured letters of credit backing obligations of the
      Company or any of its Subsidiaries in respect of workmen's compensation,
      unemployment insurance and other similar obligations (not constituting
      Indebtedness) arising in the ordinary course of the Company's or such
      Subsidiary's business; provided, that the aggregate stated amount of all
      such letters of credit outstanding at any time, together with all
      unreimbursed drawings thereunder at such time, shall not exceed
      $5,000,000; and

                                      -43-

<PAGE>

            (f)    additional Indebtedness of the Company in an aggregate
      principal amount up to but not exceeding $20,000,000 at any time
      outstanding;

provided, that (1) no Subsidiary of the Company shall create, incur, assume,
- --------
issue, suffer to exist or Guarantee any Indebtedness, except for Indebtedness
owed to the Company and (2) in no event may the Company or any Subsidiary sell,
factor or otherwise make any Disposition of receivables, leases, notes or other
accounts, with or without recourse.

            8.06   Limitation on Liens. The Company will not, and will not
                   -------------------
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Lien with respect to any of its assets, revenues or other properties, whether
now owned or hereafter acquired, other than:

            (i)    Liens existing on the date of this Agreement and listed in
      Schedule 8.06 hereto;

            (ii)   easements, rights-of-way, minor defects or irregularities in
      title and other similar encumbrances on real property having no material
      effect on the use or value of such real property or on the conduct of the
      business of the Company or any of its Subsidiaries and not securing
      Indebtedness;

            (iii)  unexercised Liens for taxes not delinquent or being contested
      in good faith by appropriate proceedings and for which reserves adequate
      under GAAP are being maintained;

            (iv)   mechanics', suppliers', materialmen's and similar Liens
      arising in the ordinary course of business (and not securing Indebtedness)
      which are being contested by the Company or its applicable Subsidiary, as
      the case may be, in good faith by appropriate action and in connection
      with which adequate reserves are being maintained and so long as execution
      of such Liens has been stayed;

            (v)    deposits to secure workmen's compensation, unemployment
      insurance and other similar items to the extent required by applicable law
      and not securing Indebtedness;

            (vi)   (a) purchase money liens on any property acquired by the
      Company after the date hereof for use in the ordinary course of business
      of the Company solely to secure the purchase price of such property or to
      secure Indebtedness incurred solely for the purpose of financing the
      acquisition of such property, so long as (1) such Lien extends to no other
      assets, revenues or other properties and secures no other Indebtedness and
      (2) such Indebtedness is in a principal amount not in excess of the
      purchase price of the relevant property so acquired, and (b) Liens
      existing on property at the time of its acquisition by the Company or any
      Subsidiary of the Company and not created in anticipation of such
      acquisition; provided, that the aggregate principal amount of all
                   --------
      Indebtedness secured as permitted by this clause (vi) shall not exceed
      $10,000,000 at any time outstanding; and

                                      -44-

<PAGE>

            (vii)  other Liens, in addition to the Liens permitted under clauses
      (i), (ii), (iii), (iv), (v) and (vi) of this Section 8.06, securing
      Indebtedness in an aggregate principal amount not exceeding $5,000,000 at
      any time outstanding.

It is understood that any Lien permitted under this Section 8.06 shall, if it
secures Indebtedness, be permitted only to the extent that such Indebtedness is
permitted to be incurred under Section 8.05 hereof.

            8.07   Ranking. The Company will ensure that at all times its
                   -------
obligations under this Agreement and the Notes continue to rank at least pari
                                                                         ----
passu in right of payment and security and in all other respects with all other
- -----
Indebtedness and other obligations of the Company and each of the Partners,
except that any Indebtedness of the Company, secured to the extent permitted by
Section 8.06 hereof may, solely with respect to the collateral securing such
Indebtedness, rank senior in right of security to the obligations of the Company
under this Agreement and the Notes.

            8.08   Business. The Company will not, and will not permit any of
                   --------
its Subsidiaries to, engage in any business other than that described in Section
7.16 hereof and the Company shall, and shall cause each of its Subsidiaries to,
maintain in full force and effect the Master Bottling Agreement covering all
territories in which the Company distributes Coca-Cola products.

            8.09   Dispositions of Assets. The Company will not, and will not
                   ----------------------
permit any of its Subsidiaries to, make any Disposition of any of its assets,
revenues or other properties, whether in one or in a series of transactions,
other than:

            (a)    sales of inventory in the ordinary course of business;

            (b)    sales for cash of obsolete, worn-out or surplus equipment, no
      longer used or useful in the Company's business, all in the ordinary
      course of the Company's business;

            (c)    sales of equipment to the extent that (1) such equipment is
      exchanged for credit against the purchase price of similar replacement
      equipment of at least equal usefulness to the Company or any Subsidiary,
      or (2) substantially simultaneously with such sale, the proceeds of such
      sale are applied to the purchase of replacement equipment of at least
      equal usefulness to the Company or any Subsidiary;

            (d)    the sale or other transfer of assets by the Company to any of
      its wholly-owned Subsidiaries or by a Subsidiary of the Company to another
      wholly-owned Subsidiary of the Company not in the ordinary course of
      business; provided, that prior to such sale or transfer the transferee
                --------
      Subsidiary shall have executed and delivered to the Agent and the Banks a
      guarantee, in form and substance satisfactory to the Agent and each of the
      Banks, pursuant to which such Subsidiary guarantees the payment when due
      of each of the obligations of the Company under this Agreement and the
      Notes, together with such corporate documents, authorizing resolutions,
      incumbency certificates, opinions of

                                      -45-

<PAGE>

      counsel and other certificates and documents that the Agent or any Bank
      may reasonably request; and provided, further, that, after giving effect
                                  --------  -------
      to such transfer, the consolidated total assets of all Subsidiaries of the
      Company shall not exceed 20% of the consolidated total assets of the
      Company and its consolidated Subsidiaries at such time;

            (e)    the sale, whether or not in the ordinary course of business,
      of other assets of the Company or any of its Subsidiaries having an
      aggregate fair market value, calculated for each asset at the time of sale
      of each thereof, of not more than $5,000,000 during the term in which this
      Agreement is in effect (from the date hereof until the date on which all
      Loans and other obligations hereunder and under the Notes have been paid
      in full) in each case so long as such sale is an arm's-length transaction
      for fair market value; and

            (f)    the sale for cash of assets of the Company or any of its
      Subsidiaries not otherwise permitted by the foregoing clauses (a) through
      (e) of this Section 8.09; provided that, simultaneously with such sale the
                                --------
      Company shall prepay the Loans in an aggregate principal amount at least
      equal to the proceeds of such sale (net of reasonable .costs and taxes
      incurred by the Company or such Subsidiary in connection with such sale)
      in accordance with Section 3.03(b) hereof, together with interest accrued
      on the principal so prepaid and all other amounts in connection therewith.

Notwithstanding the foregoing, in no event may the Company or any of its
Subsidiaries sell, factor or otherwise make any Disposition of receivables,
leases, notes or other accounts, with or without recourse.

            8.10   Transactions with Affiliates. The Company will not, and will
                   ----------------------------
not permit any of its Subsidiaries to, directly or indirectly, pay any funds to
or for the account of, make any investment in or loan to, lease, sell, transfer
or otherwise dispose of any assets, tangible or intangible, to, or participate
in, or effect any other transaction with, any of its Affiliates, except on fair
and reasonable terms that are no less favorable to the Company or such
Subsidiary than those that would obtain in an arm's length transaction with a
Person not an Affiliate of the Company.

            8.11   Basic Documents. The Company will maintain in full force and
                   ---------------
effect, and comply in all material respects with, each of the Management
Agreement, the Partnership Agreement, the Master Bottling Agreement and the
Letter of the Authorization, and will not permit any such agreement to be
amended, modified, supplemented, replaced, assigned or terminated in any way
that could adversely affect the interests of the Agent or any Bank.

            8.12   Restricted Payments. The Company shall not declare or make
                   -------------------
any Restricted Payment at any time when a Default has occurred and is continuing
or would occur immediately after the declaration or making of such Restricted
Payment, except for payments of management fees and expenses pursuant to
Sections 5.01 and 5.02 of the Management Agreement incurred by Consolidated for
value received in the ordinary course of managing the Company's business.

                                      -46-

<PAGE>

            8.13   Limitation on Certain Clauses. The Company will not, and will
                   -----------------------------
not permit any of its Subsidiaries to, enter into any agreement with any Person
(a) that prohibits or limits the ability of the Company or any of its
Subsidiaries to create, incur, assume or suffer to exist any Lien in favor of
the Agent or the Lenders, or (b) that prohibits or limits the ability of any of
the Subsidiaries of the Company to declare or pay any Restricted Payments to the
Company.

            8.14   Environmental Matters. The Company will, and will cause each
                   ---------------------
of its Subsidiaries to, and will use its best efforts to cause all Occupying
Persons (in connection with such Occupying Persons' operations on property owned
or leased by the Company or any of its Subsidiaries) to:

            (a)    comply, and ensure compliance of all properties owned, leased
      or operated by the Company or its Subsidiaries to comply, in all material
      respects with all Environmental Laws and Health Laws and Environmental
      Licenses now or hereafter applicable thereto;

            (b)    obtain, at or prior to the time required by applicable
      Environmental Laws and Health Laws, all Environmental Licenses for the
      operations of the Company and its Subsidiaries, and the construction,
      operations and maintenance of all facilities and other properties of the
      Company and its Subsidiaries, and maintain such Environmental Licenses in
      full force and effect;

            (c)    not generate, use, treat, recycle, store, Release or dispose
      of, or permit the generation, use, treatment, recycling, storage, Release
      or disposal of Hazardous Materials at any of the facilities or other
      properties of the Company or any of its Subsidiaries (whether owned or
      leased), or transport or permit the transportation of Hazardous Materials
      to or from such facilities or properties, other than in compliance with
      all applicable Environmental Laws and Health Laws;

            (d)    undertake any cleanup, removal, remedial or other action
      necessary to remove and clean up all Hazardous Materials Released at, on,
      in, under, adjoining or emanating from the any facilities or other
      properties (whether owned, leased or operated) of the Company or any of
      its Subsidiaries, in accordance with all applicable Environmental Laws and
      Health Laws; and

            (e)    provide the Banks (through the Agent) with written notice of
      (i) any fact, circumstance, condition, occurrence or release at, on, in,
      under, adjoining or emanating from any of the facilities or other
      properties (whether owned, leased or operated) of the Company or any of
      its Subsidiaries that results in non-compliance with any Environmental
      Law, Health Law or Environmental License or that has resulted or may
      result in personal injury or property damage or in any Lien on any asset,
      revenue or other property of the Company or any of its Subsidiaries or any
      Partner, such notice to be given promptly after the condition is
      discovered or such Release or occurrence takes place, and (ii) any pending
      or threatened Environmental Claim against the Company or any of its
      Subsidiaries or any Occupying Person (whether owned, leased or operated)
      of the

                                      -47-

<PAGE>

      Company or of any of its Subsidiaries, such notice to be given promptly
      after the Company becomes aware that such Environmental Claim is commenced
      or threatened. All such notices shall describe in reasonable detail the
      nature of the claim, investigation, condition, incident, or occurrence and
      the Company's response thereto.

            8.15   Furnish Information to S&P. The Company will from time to
                   --------------------------
time furnish to S&P, as and when required by S&P, all information regarding the
Company, its Subsidiaries, the Partners and Consolidated and their respective
business, operations, properties, condition (financial or otherwise) or
prospects necessary for the issuance and maintenance by S&P of a Corporate
Credit Rating that applies to the Loans under this Agreement. The Company will
maintain the Letter of Authorization in full force and effect, and will not
amend, modify, waive or terminate the Letter of Authorization or any provision
thereof. Immediately upon any request therefor by the Agent or any Bank, the
Company will deliver to S&P written authorization and instructions to report the
Corporate Credit Rating of the Company and any changes therein and any other
information in connection therewith to the Agent.

            8.16   No Change in Fiscal Year. The Company will not change its
                   ------------------------
fiscal year from that which is in effect on the date hereof.

            8.17   ERISA. The Company will not, and will not permit any of its
                   -----
Subsidiaries or any of the other ERISA Affiliates to, become party to or make
contributions to any Multiemployer Plan.

            8.18   Manager. The Company will at all times maintain Consolidated
                   -------
as the Manager of the Company.

            Section 9.  Events of Default. If one or more of the following
                        -----------------
events (herein called "Events of Default") shall occur and be continuing
                       -----------------
unremedied:

            (a)    The Company shall fail to pay any principal of the Loans or
      Notes when due; or the Company shall fail to pay any interest or any other
      amount payable by it under this Agreement or under the Notes and such
      failure shall not be fully remedied within five Business Days after the
      date when due; or

            (b)    The Company or any Partner or any Subsidiary of any thereof
      shall fail to pay when due any principal of or interest on any bond,
      debenture, note or other Indebtedness (other than under this Agreement)
      having an aggregate principal amount of $2,000,000 (or its equivalent in
      other currencies) or more and such failure shall continue unremedied after
      the expiry of any grace period under the agreement or instrument
      evidencing or relating to such Indebtedness; or any default specified in
      any bond, debenture, note, agreement, indenture or other document
      evidencing or relating to any such Indebtedness shall occur if the effect
      of such event is to cause, or to permit the holder or holders of such
      Indebtedness (or a trustee or agent on behalf of such holder or holders)
      to cause, such Indebtedness to become due prior to its stated maturity; or
      any


                                      -48-

<PAGE>

      Indebtedness of the Company or any of the Partners or any of their
      respective Subsidiaries is declared to be or otherwise becomes due prior
      to its stated maturity; or

            (c)    Any representation or warranty made or deemed made herein by
      the Company, or by any officer of the Company or the Manager or by any
      other Person in any certificate or other document furnished to the Agent
      or any Bank pursuant to any of the provisions hereof, shall have been
      inaccurate, incorrect, false, incomplete or misleading in any material
      respect as of the time made, deemed made or furnished; or

            (d)    The Company shall default in the performance of any of its
      obligations under Section 8.01(f), 8.01(g), 8.01(1), 8.02(a), 8.03, 8.04,
      8.05, 8.06, 8.07, 8.09, 8.11 or 8.12, hereof; or the Company shall default
      in the performance of any of its other obligations in this Agreement and
      such default shall continue unremedied for a period of 30 days after the
      occurrence of such default; or

            (e)    The Company, any Partner, Consolidated, or any Subsidiary of
      any of the foregoing shall (i) apply for or consent to the appointment of,
      or the taking of possession by, a receiver, custodian, trustee or
      liquidator of itself or of all or a substantial part of its property, (ii)
      make a general assignment for the benefit of its creditors, (iii) commence
      a voluntary case under any relevant bankruptcy code or similar law (as now
      or hereafter in effect), (iv) file a petition seeking to take advantage of
      any other law relating to bankruptcy, insolvency, reorganization,
      winding-up, or composition or readjustment of debts, (v) fail to
      controvert in a timely and appropriate manner, or acquiesce in writing to,
      any petition filed against it in an involuntary case under any relevant
      bankruptcy code or similar law (as now or hereafter in effect), or (vi)
      admit in writing its inability to pay its debts generally as they become
      due, or (vii) take any corporate or partnership action for the purpose of
      effecting any of the foregoing; or

            (f)    A proceeding or case shall be commenced, without the
      application or consent of the Company, any Partner, Consolidated, or any
      Subsidiary of any of the foregoing in any court of competent jurisdiction,
      seeking (i) its liquidation, reorganization, dissolution or winding-up, or
      the composition or readjustment of its debts, (ii) the appointment of a
      trustee, receiver, custodian, liquidator or the like of the Company, such
      Partner, Consolidated or such Subsidiary, as the case may be, or of all or
      any substantial part of its assets, or (iii) similar relief in respect of
      the Company, such Partner, Consolidated or such Subsidiary, as the case
      may be, under any law relating to bankruptcy, insolvency, reorganization,
      winding-up, or composition or adjustment of debts, and such proceeding or
      case shall continue undismissed, or an order, judgment or decree approving
      or ordering any of the foregoing shall be entered and continue unstayed
      and in effect, for a period of 60 days; or an order for relief against the
      Company, any Partner, Consolidated or any Subsidiary of any of the
      foregoing shall be entered in an involuntary case under any relevant
      bankruptcy code or similar law (as now or hereafter in effect); or


                                      -49-

<PAGE>

            (g)    A final judgment or judgments for the payment of money in
      excess of $2,000,000 in the aggregate shall be rendered by a court or
      courts against the Company and/or any Subsidiary and/or any Partner, and
      the same shall not be appealed from and a stay of execution thereof
      pending appeal shall not be procured, within 30 days from the date of
      entry thereof; or

            (h)    Coca-Cola shall fail to directly own, both beneficially and
      of record and free and clear of all Liens, at least 20% of the Common
      Stock of Consolidated and such failure shall continue unremedied for a
      period of 90 days after the date on which such failure occurred; or

            (i)    Coca-Cola shall fail to own and control, both beneficially
      and of record and free and clear of all Liens, either directly or through
      one or more wholly-owned Subsidiaries, 100% of the Common Stock of
      Carolina; or Consolidated shall fail to own and control, both beneficially
      and of record and free and clear of all Liens, either directly or through
      one or more wholly-owned Subsidiaries, 100% of the Common Stock of
      Coca-Cola Ventures; or

            (j)    Carolina and Coca-Cola Ventures shall fail to directly own
      and control, both beneficially and of record and free and clear of all
      Liens, at least 40% and 50%, respectively, of the outstanding Voting Power
      of the Company and at least 40% and 50%, respectively, of the outstanding
      Equity Interests of the Company; or

            (k)    Consolidated shall, for any reason whatsoever, no longer be
      the Manager of the Company;

            (1)    the Company or any of its ERISA Affiliates shall fail to pay
      when due any amount or amounts which it shall have become liable to pay
      under ERISA or under the Internal Revenue Code as it relates to ERISA; or
      any notice of intent to terminate one or more Plans having unfunded
      accrued pension liabilities shall be filed under Title IV of ERISA by any
      member of the ERISA Group, any plan administrator or any combination of
      the foregoing; or the PBGC shall institute proceedings under Title IV of
      ERISA to terminate, to impose liability (other than for premiums under
      Section 4007 of ERISA) in respect of, or to cause a trustee to be
      appointed to administer any Plan having unfunded accrued pension
      liabilities; or a condition shall exist by reason of which the PBGC would
      be entitled to obtain a decree adjudicating that any Plan must be
      terminated; in the case of any or all of the foregoing matters, if the
      aggregate amount of the payment(s) so due, or of the unfunded accrued
      pension liabilities so incurred, or of the liabilities imposed, or the
      current payment obligation so incurred, collectively shall exceed
      $2,000,000 in the aggregate; or

            (m)    any of the Partners, Consolidated, Coca-Cola or any of their
      respective Affiliates shall Guarantee, secure or otherwise provide for the
      payment of any other Indebtedness of the Company without equally and
      ratably Guaranteeing, securing or

                                      -50-

<PAGE>

      otherwise providing for the payment of the obligations of the Company
      under this Agreement and the Notes; or

            (n)    any event shall occur that could result in the termination of
      the Company or the Partnership Agreement, or the Executive Committee shall
      take any action in anticipation of such termination (except for the
      Permitted Corporate Conversion); or

            (o)    the Company's Corporate Credit Rating by S&P shall be below
      BB+ or S&P shall have no Corporate Credit Rating for the Company that
      applies to the Loans under this Agreement; or

            (p)    there shall occur any amendment or modification of,
      supplement to, or waiver or termination of, any provision of the
      Partnership Agreement, the Management Agreement, the Master Bottling
      Agreement or the Letter of Authorization which, in each case, the Required
      Banks determine to have a material adverse effect on the interests of the
      Banks; or

            (q)    there shall occur any default by any of the Partners or by
      Consolidated or any of their respective Affiliates, as the case may be,
      under the Partnership Agreement, the Master Bottling Agreement or the
      Management Agreement, or any of those agreements or the Letter of
      Authorization shall not be in full force and effect;

      THEREUPON: (1) in the case of an Event of Default other than one referred
      to in clause (e) or (f) of this Section 9, the Agent may, and upon
      instructions from the Required Banks shall, by written notice to the
      Company, cancel the Commitments and/or declare the principal amount then
      outstanding of and the accrued interest on the Loans and the Notes and all
      other amounts payable by the Company hereunder and under the Notes to be
      forthwith due and payable, whereupon such amounts shall be immediately due
      and payable without presentment, demand, protest or other formalities of
      any kind (other than the notice expressly provided for above in this
      subclause (1)), all of which are hereby expressly waived by the Company;
      and (2) in the case of an Event of Default referred to in clause (e) or
      (f) of this Section 9, the Commitments shall be automatically canceled and
      the principal amount then outstanding of, and the accrued interest on, the
      Loans and the Notes and all other amounts payable by the Company hereunder
      and under the Notes shall become automatically immediately due and payable
      without presentment, demand, protest or other formalities of any kind, all
      of which are hereby expressly waived by the Company.

            Section 10. The Agent.
                        ---------

            10.01  Appointment, Powers and Immunities. Each Bank hereby
                   ----------------------------------
irrevocably appoints and authorizes the Agent to act as its agent hereunder with
such powers as are specifically delegated to the Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental thereto.
The Agent (which term as used in this sentence and in Section 10.05 and the
first sentence of Section 10.06 hereof shall include reference to its affiliates
and its own and its affiliates' officers, directors, employees and agents) and
the Co-Agents: (a) shall

                                      -51-

<PAGE>

have no duties or responsibilities except those expressly set forth in this
Agreement, and shall not by reason of this Agreement be a trustee or other
fiduciary for any Bank; (b) shall not be responsible to the Banks for any
recitals, statements, representations or warranties contained in this Agreement,
or in any certificate or other document referred to or provided for in, or
received by any of them under, this Agreement, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement, any
Note or any other document referred to or provided for herein or therein or for
any failure by the Company or any other Person to perform any of its obligations
hereunder or thereunder; (c) shall not be required to initiate or conduct any
litigation or collection proceedings hereunder; and (d) shall not be responsible
for any action taken or omitted to be taken by it hereunder or under any other
document or instrument referred to or provided for herein or in connection
herewith, except for its own gross negligence or willful misconduct. The Agent
may employ agents and attorneys-in-fact and shall not be responsible for the
negligence or misconduct of any such agents or attorneys-in-fact selected by it
in good faith. The Agent may deem and treat the payee of any Note as the holder
thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof shall have been filed with the Agent.

            10.02  Reliance by Agent. The Agent shall be entitled to rely upon
                   -----------------
any certification, notice or other communication (including any thereof by
telephone, telex, telegram, facsimile or cable) believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper Person or
Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Agent. As to any matters not
expressly provided for by this Agreement, the Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder in accordance with
instructions signed by the Required Banks, and such instructions of the Required
Banks and any action taken or failure to act pursuant thereto shall be binding
on all of the Banks.

            10.03  Defaults. The Agent shall not be deemed to have knowledge of
                   --------
the occurrence of a Default (other than the nonpayment of principal of or
interest on the Loans) unless the Agent has received notice from a Bank or the
Company specifying such Default and stating that such notice is a "Notice of
Default". In the event that the Agent receives such a notice of the occurrence
of a Default, the Agent shall give prompt notice thereof to the Banks (and shall
give each Bank prompt notice of each such nonpayment). The Agent shall (subject
to Section 10.07 hereof) take such action with respect to such Default as shall
be directed by the Required Banks, provided that, unless and until the Agent
shall have received such directions, the Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Default as it shall deem advisable in the best interest of the Banks.

            10.04  Rights as a Bank. (a) With respect to the Commitment, Loans
                   ----------------
and Notes held by it, LTCB (and any, successor acting as Agent), in its capacity
as a Bank hereunder, shall have the same rights and powers hereunder as any,
other Bank and may exercise the same as though it (or its affiliates) were not
acting as the Agent, and the term "Bank" or "Banks" shall, unless the context
otherwise indicates, include the Agent in its individual capacity. LTCB (and any
successor acting as Agent) and its affiliates may (without having to account
therefor to any Bank) accept deposits from, lend money to and generally engage
in any kind of banking, trust or

                                      -52-

<PAGE>

other business with the Company (and any of its affiliates) as if it (or its
affiliate) were not acting as the Agent, and LTCB and its affiliates may accept
fees and other consideration from the Company for services in connection with
this Agreement or otherwise without having to account for the same to the Banks.

            (b)    With respect to the Commitment, Loans and Notes held by it,
each of the Co-Agents, in its capacity as a Bank hereunder, shall have the same
rights and powers hereunder as any, other Bank and may exercise the same as
though it (or its affiliates) were not acting as a Co-Agent, and the term "Bank"
or "Banks" shall, unless the context otherwise indicates, include each of the
Co-Agents in its individual capacity. Each of the Co-Agents and its affiliates
may (without having to account therefor to any Bank) accept deposits from, lend
money to and generally engage in any kind of banking, trust or other business
with the Company (and any of its affiliates) as if it (or its affiliate) were
not acting as a Co-Agent hereunder, and each Co-Agent and its affiliates may
accept fees and other consideration from the Company for services in connection
with this Agreement or otherwise without having to account for the same to the
Banks.

            10.05  Indemnification. The Banks agree to indemnify the Agent and
                   ---------------
each of the Co-Agents (to the extent not reimbursed under Section 11.03 hereof,
but without limiting the obligations of the Company under said Section 11.03),
ratably in accordance with the aggregate principal amount of the Loans held by
the Banks (or, if no Loans are at the time outstanding, ratably in accordance
with their respective Commitments, or, if no Loans or Commitments are then
outstanding, ratably in accordance with the principal amount of the Loans held
by each of them immediately prior to the payment thereof in full), for any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against the Agent or any Co-Agent in
any way relating to or arising out of this Agreement or any other documents
contemplated by or referred to herein or the transactions contemplated hereby
(including, without limitation, the costs and expenses which the Company is
obligated to pay under Section 11.03 hereof) or the enforcement of any of the
terms hereof or of any such other documents, provided that no Bank shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the party to be indemnified.

            10.06  Non-Reliance on Agent, Co-Agents and other Banks. Each Bank
                   ------------------------------------------------
agrees that it has, independently and without reliance on the Agent, any of the
Co-Agents or any other Bank, and based on such documents and information as it
has deemed appropriate, made its own credit analysis of the Company and its
Affiliates and decision to enter into this Agreement and that it will,
independently and without reliance upon the Agent, any of the Co-Agents or any
other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement. Neither the Agent nor any of
the Co-Agents shall be required to keep itself informed as to the performance or
observance by the Company of this Agreement or any other document referred to or
provided for herein or to inspect the properties or books of the Company or any
of its Affiliates. Except for notices, reports and other documents and
information expressly required to be furnished to the Banks by the Agent
hereunder, neither the Agent nor

                                      -53-

<PAGE>

any of the Co-Agents shall have any duty or responsibility to provide any Bank
with any credit or other information concerning the affairs, financial condition
or business of the Company or any of its Affiliates which may come into the
possession of the Agent or any of the Co-Agents or any of their respective
affiliates.

            10.07  Failure to Act. Except for action expressly required of the
                   --------------
Agent hereunder, the Agent shall in all cases be fully justified in failing or
refusing to act hereunder unless it shall be indemnified to its satisfaction by
the Banks against any and all liabilities and expenses which may be incurred by
it by reason of taking or continuing to take any such action.

            10.08  Resignation or Removal of Agent. Subject to the appointment
                   -------------------------------
and acceptance of a successor Agent as provided below, the Agent may resign at
any time by giving notice thereof to the Banks and the Company and the Agent may
be removed at any time with or without cause by the Required Banks. Upon any
such resignation or removal, the Required Banks shall have the right, with the
consent of the Company (which consent shall not be unreasonably withheld, but in
any event shall not be required at any time when a Default has occurred and is
continuing), to appoint a successor Agent. If no successor Agent shall have been
so appointed by the Required Banks and shall have accepted such appointment
within 30 days after the retiring Agent's giving of notice of resignation or the
Required Banks' removal of the retiring Agent, then the retiring Agent may, on
behalf of the Banks, appoint a successor Agent, which shall be a bank which has
an office in New York, New York and which has a combined capital and surplus of
at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder
by a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
hereunder. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Section 10 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Agent.

            10.09  Agent's Office. The Agent acts initially through the New York
                   --------------
office of LTCB Trust Company, but may hereafter change the office at which it
performs its functions as Agent to any other office of itself or any of its
affiliates (including, without limitation, to any office of LTCB) by giving
prompt subsequent notice to the Company and the Banks.

            10.10  Co-Agents. None of the Co-Agents, in their respective
                   ---------
capacities as such, shall have any duties, liabilities or other obligations
under this Agreement or any of the Notes.

            Section 11  Miscellaneous.
                        -------------

            11.01  Waiver. No failure on the part of the Agent or any Bank to
                   ------
exercise and no delay in exercising, and no course of dealing with respect to,
any right, power or privilege under this Agreement or the Notes shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, power
or privilege under this Agreement or the Notes preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law.

                                      -54-

<PAGE>

            11.02  Notices. All notices and other communications provided for
                   -------
herein (including, without limitation, any modifications of, or waivers or
consents under, this Agreement or the Notes) shall be given or made by telex,
telecopy, telegraph, cable or in writing and telexed, telecopied, telegraphed,
cabled, mailed or delivered to the intended recipient at the "Address for
Notices" specified below its name on the signature pages hereof; or, as to any
party, at such other address as shall be designated by such party in a notice to
the other parties. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by telex
or telecopier, delivered to the telegraph or cable office or personally
delivered or, in the case of a mailed notice, upon receipt, in each case given
or addressed as aforesaid; provided that any such communication which is not
                           --------
received during normal business hours of the recipient shall be deemed to be
duly given at the opening of business on its next business day. Except as
otherwise provided in this Agreement, all notices and other communications by or
to the Company shall be given by or to (as the case may be) the Manager on
behalf of the Company.

            11.03  Expenses. Whether or not any Loan is made hereunder, the
                   --------
Company agrees, promptly upon request by the Agent or any Bank therefor from
time to time, to pay or reimburse the Agent and each Bank for paying:

                   (a)  all reasonable out-of-pocket costs and expenses of the
            Agent (including, without limitation, the reasonable fees and
            expenses of Christy & Viener, special New York counsel to the Agent,
            and of all other outside counsels to the Agent and the Banks) in
            connection with the preparation, execution and delivery of this
            Agreement and the Notes and the making of the Loans hereunder and
            the consummation of the transactions contemplated hereby and
            thereby, and any costs or expenses of the Agent in connection with
            the syndication of this Agreement (whether before or after the date
            of the initial borrowing hereunder);

                   (b)  all reasonable out-of-pocket costs and expenses of the
            Agent and each Bank in connection with (i) any amendment,
            modification or waiver of any of the terms of this Agreement or the
            Notes, or (ii) the enforcement of or exercise or preservation of any
            rights of the Agent or such Bank under this Agreement or the Notes
            (including, without limitation, the reasonable fees and expenses of
            all outside counsels to the Agent or such Bank and all court costs);

                   (c)  all transfer, stamp, documentary or other similar taxes,
            assessments or charges levied by any governmental or revenue
            authority in any jurisdiction in respect of this Agreement or the
            Notes or any other document referred to herein; and

                   (d)  all normal administrative costs and expenses of the
            Agent incident to the performance of its agency duties hereunder.

The Company hereby further agrees to indemnify the Agent and each Bank and its
respective directors, officers, employees, counsels and agents from, and hold
each of them harmless

                                      -55-

<PAGE>

against, any and all losses, liabilities, claims, damages or expenses incurred
by any of them arising out of or by reason of any investigation or litigation or
other proceedings (including any threatened investigation or litigation or other
proceedings) relating to any actual or proposed use by the Company or any of its
Affiliates of the proceeds of the Loans or any Environmental Claim or any claim
arising out of (i) any violation or alleged violation of any Environmental Law,
Health Law or Environmental License, (ii) the presence, handling, use,
transportation or disposal, or allegation thereof, of Hazardous Materials, (iii)
the imposition of Environmental Liabilities on the Company or any of its
Subsidiaries, in each case including, without limitation, the reasonable fees
and expenses of counsel incurred in connection with any such investigation or
litigation or other proceedings (but excluding any such losses, liabilities,
claims, damages or expenses incurred solely by reason of the gross negligence or
willful misconduct of the Person to be indemnified).

            11.04  Amendments. Any provision of this Agreement may be modified,
                   ----------
amended or waived, but only in writing signed by the Company and the Required
Banks; provided, that any modification, amendment or waiver that would (a)
extend the date fixed for the payment of principal of or interest on any of the
Loans or any other amounts payable hereunder or under the Notes, (b) reduce any
payment of principal of or interest on any of the Loans or any other amounts
payable hereunder or under the Notes, (c) reduce the rate at which interest is
payable hereunder or under the Notes, (d) increase the amount of any Bank's
Commitment, or (e) change this Section 11.04 or the definition of "Required
Banks" in Section 1.01 hereof or otherwise change the number of parties hereto
whose approval or consent is necessary for any modification, amendment or waiver
of any of the terms of, or any other action under, this Agreement or the Notes,
shall be in writing signed by the Company, the Agent and all of the Banks. The
Agent or any Bank may grant or withhold its consent to any requested
modification, amendment or waiver at its sole discretion, and provided, further,
                                                              --------  -------
that any modification, amendment or waiver that would affect the rights, duties
or liabilities of the Agent shall require the prior written consent of the
Agent.

            11.05  Successors and Assigns. This Agreement shall be binding upon
                   ----------------------
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

            11.06  Assignments and Participations.
                   ------------------------------

            (a)    The Company may not assign its rights or obligations
hereunder or under the Notes without the prior written consent of the Agent and
all of the Banks.

            (b)    Any Bank may assign to any bank or other financial
institution all or any portion of its Commitment, Loans or Notes with the prior
written consent of the Company and the Agent (which consent in either case shall
not be unreasonably withheld or delayed), except that no such consent shall be
required for an assignment to another Bank or to an affiliate of any Bank or to
any Federal Reserve Bank; provided, that any assignment of less than the full
                          --------
Commitment, Loans or Notes held by a Bank shall be in an aggregate principal
amount of not less than $10,000,000, except that no such requirement shall apply
to an assignment to another Bank or to an affiliate of any Bank or to any
Federal Reserve Bank. Any such assignment shall

                                      -56-

<PAGE>

be effected pursuant to an Assignment and Assumption Agreement in substantially
the form of Exhibit C hereto (each an "Assignment and Assumption Agreement").
                                       -----------------------------------
Prior and as a condition precedent to the effectiveness of any such assignment
(including, without limitation, an assignment by a Bank to its own affiliate,
but excluding an assignment to another Bank or to any Federal Reserve Bank), the
Agent shall have received for its own account a non-refundable recordation fee
of $3,000. Each assignee shall have, to the extent of such assignment (unless
otherwise provided in such assignment), the obligations, rights and benefits of
a "Bank" hereunder holding the Commitment and Loans (or portions thereof)
assigned to it.

            By entering into an Assignment and Assumption Agreement, the
assignor shall be deemed to have represented and warranted to the assignee
thereunder that: (1) such assignor has full power and authority, and has taken
all action necessary, to execute and deliver such Assignment and Assumption
Agreement and any other documents contemplated thereby, to fulfill its
obligations thereunder and to fully consummate the transactions contemplated
thereby, and that no governmental or other consents are necessary in connection
with the foregoing, (2) such Assignment and Assumption Agreement constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms and that it is not in breach of any of its obligations under this
Agreement, (3) such assignor owns, and is assigning, the Loans that are the
subject of such Assignment and Assumption Agreement free and clear or all
adverse claims. Such assignor shall not be deemed to have made any other
representation or warranty with respect to any statements, warranties or
representations made in or in connection with this Agreement, the Notes or any
other documents contemplated hereby or the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of any thereof and shall not
be deemed to have made any representation or warranty as to the financial
condition of the Company or any of its Subsidiaries or any of the Partners or
Consolidated or the performance or observance by the Company or any of the
Partners or Consolidated of any of their respective obligations under this
Agreement, the Notes or any other document.

            By entering into such Assignment and Assumption Agreement the
assignee shall be deemed to have represented, warranted, acknowledged and
affirmed to the assignor thereunder that: (i) it has full power and authority,
and has taken all action necessary, to execute and deliver such Assignment and
Assumption Agreement and any other documents contemplated thereby, to fulfill
its obligations thereunder and to consummate the transactions contemplated
thereby, and that no governmental or other consents are necessary in connection
with the foregoing, (ii) that such Assignment and Assumption Agreement
constitutes its legal, valid and binding obligation enforceable against it in
accordance with its terms, (iii) it has received copies of this Agreement, the
Note held by the assignor, the financial statements most recently delivered by
the Company pursuant to this Agreement and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision with
respect to its participation in the transactions contemplated hereby, (iv) it
will continue to make its own credit and other decisions with respect to taking
or not taking any action under this Agreement independent of and without
reliance upon the Agent, the Co-Agents, such assignor or

                                      -57-

<PAGE>

any other Bank and based on such documents and information as it shall deem
appropriate at the time.

            (c)    Any Bank may sell to one or more other banks or financial
institutions a participation in all or any part of its Commitment, Loans and
Notes. Such Bank shall remain responsible for its performance under this
Agreement, shall remain the holder of its Note for all purposes under this
Agreement, and the Agent and the Company shall continue to deal solely and
directly with such Bank, in connection with such Bank's rights and obligations
under this Agreement. Such Bank shall be entitled to collect on behalf of its
participant and pass through to such participant payment of all costs, expenses,
indemnities and other amounts provided by Sections 5.01, 5.04, 5.05 and 11.03
hereof calculated as if such participant were a "Bank" hereunder and a direct
lender to the Company, provided that no participant shall be entitled to receive
                       --------
any greater payment pursuant to Section 5.01 or 5.05 hereof than the Bank
selling such participant's participation would have been entitled to receive
with respect to the rights subject to the relevant participation. The
participant also shall have all rights under Section 8.01 hereof as if such
participant were a "Bank" holding a "Loan" to the Company. The participant's
rights against the Bank selling such participant's participation in respect of
such participation shall be those set forth in the agreement (the "Participation
                                                                   -------------
Agreement") executed by such Bank in favor of such participant. In no event
- ---------
shall a Bank grant a participation that conveys to the participant the right to
vote under this Agreement, except that a Bank may agree in the Participation
Agreement that it will not, without the consent of the participant, agree to (i)
the extension of any date fixed for the payment of principal of or interest on
the Loans or under the Notes held by such Bank, (ii) the reduction of any
payment of principal of the Loans or the Notes held by such Bank, or (iii) the
reduction of the rate at which interest is payable thereon to a level below the
rate at which the participant is entitled to receive interest or fee (as the
case may be) in respect of such participation.

            (d)    Any Bank may furnish any information concerning the Company
or any of its Subsidiaries or Partners or Consolidated, or any of their
respective Affiliates, in the possession of such Bank from time to time to
assignees and participants (including prospective assignees and participants).

            (e)    In addition to the assignments and participations permitted
under the foregoing provisions of this Section 11.06, any Bank may assign or
pledge all or any portion of its Loans and its Notes to any Federal Reserve
Bank, as collateral security pursuant to Regulation A of the Board of Governors
of the Federal Reserve System or any operating circular issued by such Federal
Reserve Bank or otherwise.

            11.07  Survival. Without limiting the survival of any other
                   --------
provisions of this Agreement or the Notes, the obligations of the Company under
Sections 5.01, 5.04, 5.05 and 11.03 hereof and of the Banks under Section 10.05
hereof shall survive the repayment of the Loans and the termination of the
Commitments.

                                      -58-

<PAGE>

            11.08  Captions. Captions and section headings appearing herein are
                   --------
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.

            11.09  Counterparts. This Agreement may be executed in any number of
                   ------------
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

            11.10  Governing Law. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
                   -------------
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            11.11  JURISDICTION AND SERVICE OF PROCESS. (A) ANY SUIT, ACTION OR
                   -----------------------------------
      PROCEEDING AGAINST THE COMPANY WITH RESPECT TO THIS AGREEMENT, THE LOANS
      OR THE NOTES OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF MAY
      BE BROUGHT IN THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW
      YORK, IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
      YORK, OR IN ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF NORTH
      CAROLINA OR IN THE STATE OF SOUTH CAROLINA (COLLECTIVELY, THE "SUBJECT
                                                                     -------
      COURTS"), AS THE AGENT OR ANY BANK MAY ELECT IN ITS SOLE DISCRETION AND
      ------
      THE COMPANY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
      OF EACH OF THE SUBJECT COURTS FOR THE PURPOSE OF ANY SUCH SUIT, ACTION,
      PROCEEDING OR JUDGMENT. THE COMPANY HEREBY AGREES THAT SERVICE OF ALL
      WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING
      BROUGHT IN THE STATE OF NEW YORK MAY BE MADE UPON CT CORPORATION SYSTEM
      (THE "NEW YORK PROCESS AGENT"), CURRENTLY LOCATED AT 1633 BROADWAY, NEW
            ----------------------
      YORK, NEW YORK 10019. THE COMPANY HEREBY IRREVOCABLY APPOINTS THE NEW YORK
      PROCESS AGENT AS ITS AGENT TO ACCEPT SERVICE OF ANY AND ALL SUCH WRITS,
      PROCESS AND SUMMONSES, AND AGREES THAT THE FAILURE OF SUCH PROCESS AGENT
      TO GIVE NOTICE OF ANY SUCH SERVICE TO THE COMPANY SHALL NOT IMPAIR OR
      AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. THE
      COMPANY HEREBY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN
      ANY SUIT, ACTION OR PROCEEDING IN ANY OF THE SUBJECT COURTS BY THE MAILING
      THEREOF BY THE AGENT OR ANY BANK BY REGISTERED OR CERTIFIED MAIL, POSTAGE
      PREPAID, TO THE COMPANY ADDRESSED AS PROVIDED IN SECTION 11.02 HEREOF.
      NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF THE
      AGENT OR ANY BANK TO SERVE ANY WRITS, PROCESS

                                      -59-

<PAGE>

      OR SUMMONSES IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW OR TO BRING
      PROCEEDINGS AGAINST THE COMPANY IN ANY COMPETENT COURT OF ANY OTHER
      JURISDICTION OR JURISDICTIONS, AND IN SUCH MANNER, AS MAY BE PERMITTED BY
      APPLICABLE LAW.

            (B)    THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
      PERMITTED BY LAW, ANY RIGHT IT MAY NOW OR HEREAFTER HAVE TO TRIAL BY JURY
      IN, AND ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF
      VENUE OF, ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR
      ANY NOTE BROUGHT IN ANY OF THE SUBJECT COURTS, AND HEREBY FURTHER
      IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM THAT
      ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY OF THE SUBJECT COURTS
      HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

            11.12  Severability. Any provision of this Agreement or the Notes
                   ------------
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or thereof
or affecting the validity or enforceability of such provision in any other
jurisdiction.

            11.13  Waiver of Stay or Extension Law. The Company covenants (to
                   -------------------------------
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Agreement or
the Notes; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Agent or any Bank,

                                      -60-

<PAGE>


but will suffer and permit the execution of every such power as though no such
law had been enacted.

            The parties hereto have caused this Agreement to be duly executed as
of the day and year first above written.

                                 PIEDMONT COCA-COLA BOTTLING PARTNERSHIP, a
                                   Delaware general partnership,

                                 By: COCA-COLA BOTTLING CO. CONSOLIDATED, a
                                 Delaware corporation, being the Manager of the
                                 Company, duly authorized for these purposes by
                                 each of the general partners of the Company

                                 By /s/ BRENDA B. JACKSON
                                    -------------------------------------------
                                    Title: VP & TREASURER

                                 Address for Notices:

                                 c/o Coca-Cola Bottling Co. Consolidated
                                 1900 Rexford Road
                                 Charlotte, NC 28231-1487
                                 Attention: Brenda Jackson, Vice President
                                 and Treasurer
                                 Telephone No.: (704) 551-4565
                                 Telecopier No.: (704) 551-4451

                                 with a copy to:
                                 --------------

                                 Witt, Gaither & Whitaker
                                 1100 American National Bank Building
                                 Chattanooga, Tennessee 37402-2606
                                 Attention: Geoffrey G. Young, Esq.
                                 Telephone No.: (423) 265-8881
                                 Telecopier No.: (423) 266-4138

                                      -61-

<PAGE>
                                        LTCB TRUST COMPANY, as Agent


                                        By /s/ John A. Krob
                                          --------------------------------------
                                          Title: SVP

                                        Address for Notices:

                                        165 Broadway
                                        New York, New York 10006
                                        Telex No.: 425722 LTCB UI
                                        Telecopier No.: (212) 608-3081
                                        Telephone No.: (212) 355-4854
                                        Attention: Winston Brown

                                        with a copy to:
                                        --------------

                                        The Long-Term Credit Bank of Japan, Ltd.
                                        245 Peachtree Center Avenue, N.E.
                                        Suite 2801
                                        Atlanta, Georgia 30303
                                        Telecopier No.: (404) 658-9751
                                        Telephone No.: (404) 659-7210
                                        Attention: Ms. Rebecca Silbert

                                      -62-

<PAGE>

                                          CREDIT LYONNAIS ATLANTA AGENCY,
                                           as Co-Agent


                                          By /s/ DAVID M. CAWRSE
                                             -----------------------------------
                                             David M. Cawrse
                                             Title: Vice President

                                          DEUTSCHE BANK AG, NEW YORK BRANCH,
                                           as Co-Agent


                                          By /s/ Stephan A. Weidemann
                                             -----------------------------------
                                             Stephan A. Weidemann
                                             Title: Vice President


                                          By /s/ Thomas A. Foley
                                             -----------------------------------
                                             Thomas A. Foley
                                             Title: Assistant Vice President

                                          DG BANK DEUTSCHE
                                           GENOSSENSCHAFTSBANK, CAYMAN
                                           ISLANDS BRANCH, as Co-Agent


                                          By /s/ William J.Bartlett
                                             -----------------------------------
                                             Title: AVP


                                          By /s/ Bobby Ryan Oliver
                                             -----------------------------------
                                             Title: AVP

                                          THE INDUSTRIAL BANK OF JAPAN,
                                           LIMITED, ATLANTA AGENCY, as Co-Agent


                                          By /s/ Shusai Nagai
                                             -----------------------------------
                                             Shusai Nagai
                                             General Manager

                                      -63-

<PAGE>
$ 25,000,000                            LTCB TRUST COMPANY, as lender


                                        By /s/ John A. Krob
                                           -----------------------------------
                                           Title: Senior Vice President

                                        Lending Office (LIBOR):

                                        165 Broadway
                                        New York, New York 10006

                                        Lending Office (Base Rate):

                                        165 Broadway
                                        New York, New York 10006

                                        Address for Notices:

                                        165 Broadway
                                        New York, New York 10006
                                        Telex No.: 425722 LTCB UI
                                        Telecopier No.: (212) 608-3081
                                        Telephone No.: (212) 335-4854
                                        Attention: Winston Brown

                                        with a copy to:
                                        --------------

                                        The Long-Term Credit Bank of Japan, Ltd.
                                        245 Peachtree Center Avenue, N.E.
                                        Suite 2801
                                        Atlanta, Georgia 30303
                                        Telecopier No.: (404) 658-9751
                                        Telephone No.: (404) 659-7210
                                        Attention: Ms. Rebecca Silbert

                                      -64-

<PAGE>
$ 17,000,000                              THE INDUSTRIAL BANK OF JAPAN,
                                          LIMITED, ATLANTA AGENCY, as lender


                                          By /s/ Shusai Nagai
                                             -----------------------------------
                                             Shusai Nagai
                                             Title: General Manager

                                          Lending Office (LIBOR):

                                          One Ninety One Peachtree Tower
                                          - Suite 3600
                                          191 Peachtree Street, N.E.
                                          Atlanta, Georgia 30303-1757

                                          Lending Office (Base Rate):

                                          One Ninety One Peachtree Tower
                                          - Suite 3600
                                          191 Peachtree Street, N.E.
                                          Atlanta, Georgia 30303-1757

                                          Address for Notices:

                                          One Ninety One Peachtree Tower
                                          - Suite 3600
                                          191 Peachtree Street, N.E.
                                          Atlanta, Georgia 30303-1757

                                          For Credit Matters:
                                          ------------------
                                          Telecopier No.: (404) 420-3325
                                          Telephone No.: (404) 524-8509
                                          Attention: Jackie Brunetto

                                          For Operations Matter:
                                          ---------------------
                                          Telecopier No.: (404) 420-3307
                                          Telephone No.: (404) 577-6818
                                          Attention: Tracy Tull

                                      -65-

<PAGE>
$ 17,000,000                              DEUTSCHE BANK AG, NEW YORK
                                          BRANCH AND/OR CAYMAN ISLANDS BRANCH


                                          By /s/ STEPHAN A. WIEDEMANN
                                             -----------------------------------
                                             Stephan A. Wiedemann
                                             Title: Vice President


                                          By /s/ THOMAS A. FOLEY
                                             -----------------------------------
                                             Thomas A. Foley
                                             Title: Assistant Vice President


                                          Lending Office (LIBOR):

                                          Cayman Islands Branch
                                          c/o Deutsche Bank AG
                                          New York Branch
                                          31 West 52nd Street
                                          New York, New York 10019

                                          Lending Office (Base Rate):

                                          New York Branch
                                          31 West 52nd Street
                                          New York, New York 10019

                                          Address for Notices:

                                          31 West 52nd Street
                                          New York, New York 10019
                                          Attention: FCP

                                          Telecopier No.: (212) 474-8212
                                          Telephone No.: (212) 474-8663
                                          Attention: Stephan Wiedemann

                                      -66-

<PAGE>
$ 17,000,000                              DG BANK DEUTSCHE
                                          GENOSSENSCHAFTSBANK, CAYMAN
                                          ISLANDS BRANCH, as lender


                                          By /s/ WILLIAM J. BARTLETT
                                             -----------------------------------
                                             Title: Assistant Vice President


                                          By /s/ Bobby Ryan Oliver
                                             -----------------------------------
                                             Title: Assistant Vice President


                                          Lending Office (LIBOR):

                                          609 Fifth Avenue
                                          New York, New York 10017

                                          Lending Office (Base Rate):

                                          609 Fifth Avenue
                                          New York, New York 10017

                                          Address for Notices:

                                          For Credit Matters:
                                          ------------------

                                          1 Peachtree Center, Suite 2900
                                          303 Peachtree Street, N.E.
                                          Atlanta, Georgia 30308
                                          Telecopier No.: (404) 524-4006
                                          Telephone No.: (404) 524-3966
                                          Attention: William Bartlett

                                          For Operations Matters:
                                          ----------------------

                                          609 Fifth Avenue
                                          New York, New York 10017
                                          Telecopier No.: (212) 745-1556/1550
                                          Telephone No.: (212) 745-1564
                                          Attention: Trevor Brooks

                                      -67-

<PAGE>
$ 17,000,000                              CREDIT LYONNAIS ATLANTA AGENCY,
                                           as lender


                                          By /s/ DAVID M. CAWRSE
                                             -----------------------------------
                                             David M. Cawrse
                                             Title: Vice President


                                          Lending Office (LIBOR):

                                          303 Peachtree Street, N.E.
                                          Suite 4400
                                          Atlanta, Georgia 30308

                                          Lending Office (Base Rate):

                                          303 Peachtree Street, N.E.
                                          Suite 4400
                                          Atlanta, Georgia 30308

                                          Address for Notices:

                                          303 Peachtree Street, N.E.
                                          Suite 4400
                                          Atlanta, Georgia 30308

                                          For Credit Matters:
                                          ------------------

                                          Telecopier No. (404) 584-5249
                                          Telephone No. (404) 524-3700
                                          Attention: Mr. David J. Edge

                                          For Operations Matters:
                                          ----------------------

                                          Telecopier No.: (404) 584-5249
                                          Telephone No.: (404) 524-3700
                                          Attention: Ms. Lisa Dawson

                                      -68-

<PAGE>
$ 12,500,000                              THE SAKURA BANK, LIMITED, ATLANTA
                                          AGENCY, as lender


                                          By /s/ Hiroyasu Imanishi
                                             -----------------------------------
                                             Title: V.P. and Senior Manager

                                          Lending Office (LIBOR):

                                          245 Peachtree Center Avenue, N.E.
                                          Suite 2703
                                          Atlanta, Georgia 30303

                                          Lending Office (Base Rate):

                                          245 Peachtree Center Avenue, N.E.
                                          Suite 2703
                                          Atlanta, Georgia 30303

                                          Address for Notices:
                                          -------------------

                                          245 Peachtree Center Avenue, N.E.
                                          Suite 2703
                                          Atlanta, Georgia 30303

                                          For Credit Matters:
                                          ------------------

                                          Telecopier No.: (404) 521-1133
                                          Telephone No.: (404) 521-3111
                                          Attention: Hutch Corbett

                                          For Operations Matters:
                                          ----------------------
                                          Telecopier No.: (404) 521-1133
                                          Telephone No.: (404) 521-3111
                                          Attention: Christy Joel

                                      -69-

<PAGE>

$ 12,500,000                             THE TOKAI BANK, LIMITED, ATLANTA
                                         AGENCY, as lender


                                         By
                                            -----------------------------------
                                            Title: Deputy General Manage & SVP


                                         Lending Office (LIBOR):

                                         285 Peachtree Center Avenue, N.E.
                                         Marquis II Tower, Suite 2802
                                         Atlanta, Georgia 30303

                                         Lending Office (Base Rate):

                                         285 Peachtree Center Avenue, N.E. .
                                         Marquis II Tower, Suite 2802
                                         Atlanta, Georgia 30303

                                         Address for Notices:
                                         -------------------

                                         285 Peachtree Center Avenue, N.E.
                                         Marquis II Tower, Suite 2802
                                         Atlanta, Georgia 30303

                                         For Credit Matters:
                                         ------------------
                                         Telecopier No.: (404) 653-0737
                                         Telephone No.. (404) 880-4602
                                         Attention: Ted Steinkamp, Jr.

                                         For Operations Matters:
                                         ----------------------
                                         Telecopier No.: (404) 653-0737
                                         Telephone No.: (404) 880-4623
                                         Attention: Lisa Masisak, U.S. Corporate
                                           Loans Administrator

                                      -70-

<PAGE>
$ 12,000,000                              CREDIT SUISSE, as lender


                                          By /s/ JAN KOFOL
                                             -----------------------------------
                                             Jan Kofol
                                             Title: Member of Senior Management

                                                     /s/ KRISTINN R. KRISTINSSON
                                                     ---------------------------
                                                     Kristinn R. Kristinsson
                                                     Associate

                                          Lending Office (LIBOR):

                                          12 East 49th Street
                                          New York, New York 10017

                                          Lending Office (Base Rate):

                                          12 East 49th Street
                                          New York, New York 10017

                                          Address for Notices:

                                          For Credit Matters:
                                          ------------------
                                          191 Peachtree Street, N.E.
                                          Suite 3500
                                          Atlanta, Georgia 30303-1757
                                          Telecopier No.: (404) 577-9029
                                          Telephone No.: (404) 577-6100
                                          Attention: R.N. Finney

                                          For Operations Matters:
                                          ----------------------
                                          12 East 49th Street
                                          New York, New York 10017
                                          Telecopier No.: (212) 238-5246
                                          Telephone No.: (212) 238-5218
                                          Attention: Hazel Leslie

                                          with a copy to:
                                          --------------

                                          191 Peachtree Street, N.E.
                                          Suite 3500
                                          Atlanta, Georgia 30303-1757
                                          Telecopier No.: (404) 577-9029
                                          Telephone No.: (404) 577-6100
                                          Attention:. Pamela Meyers

                                      -71-

<PAGE>
$ 11,500,000                              THE FUJI BANK LIMITED, ATLANTA
                                          AGENCY, as lender


                                          By /s/ T. MITSUI
                                             -----------------------------------
                                             Toshiro Mitsui
                                             Title: Vice President and Manager

                                          Lending Office (LIBOR):

                                          Marquis One Tower, Suite, 2100
                                          245 Peachtree Center Avenue, N.E.
                                          Atlanta, Georgia 30303

                                          Lending Office (Base Rate):

                                          Marquis One Tower, Suite 2100
                                          245 Peachtree Center Avenue, N.E.
                                          Atlanta, Georgia 30303

                                          Address for Notices:

                                          Marquis One Tower, Suite 2100
                                          245 Peachtree Center Avenue, N.E.
                                          Atlanta, Georgia 30303

                                          For Credit Matters:
                                          ------------------
                                          Telecopier No.: (404) 653-2119
                                          Telephone No.: (404) 215-3314
                                          Attention: David Hart

                                          For Operations Matters:
                                          ----------------------
                                          Telecopier No.: (404) 653-2119
                                          Telephone No: (404) 215-3304
                                          Attention: Connie Fowls

                                      -72-

<PAGE>
$ 11,500,000                              SOCIETE GENERALE, as lender


                                          By /s/ Ralf Saheb
                                             -----------------------------------
                                             Title: Vice President


                                          Lending Office (LIBOR):

                                          2001 Ross Avenue, Suite 4800
                                          Dallas, Texas 75201

                                          Lending Office (Base Rate):

                                          2001 Ross Avenue, Suite 4800
                                          Dallas, Texas 75201

                                          Address for Notices:

                                          For Credit Matters:
                                          ------------------

                                          303 Peachtree Street, N.E.
                                          Suite 3840
                                          Atlanta, Georgia 30308
                                          Telecopier No.: (404) 865-7419
                                          Telephone No.: (404) 865-7414
                                          Attention: Jerome Jacques

                                          For Operations Matters:
                                          ----------------------
                                          2001 Ross Avenue
                                          Suite 4800
                                          Dallas, Texas 75201
                                          Telecopier No.: (214) 754-2171
                                          Telephone No.: (214) 979-2758
                                          Attention: Meredith Carlisle

                                      -73-

<PAGE>
$ 11,500,000                              WACHOVIA BANK OF NORTH CAROLINA,
                                          N.A., as lender


                                          By /s/ CHRISTOPHER L. FINCHER
                                             -----------------------------------
                                             Christopher L. Fincher
                                             Title: Vice President

                                          Lending Office (LIBOR):

                                          400 South Tryon Street
                                          Charlotte, North Carolina 28202

                                          Lending Office (Base Rate):

                                          400 South Tryon Street
                                          Charlotte, North Carolina 28202

                                          Address for Notices:

                                          400 South Tryon Street
                                          Charlotte, North Carolina 28202

                                          For Credit Matters:
                                          ------------------
                                          Telecopier No.: (704) 378-5035
                                          Telephone No.: (704) 378-5702
                                          Attention: Christopher L. Fincher

                                          For Operations Matters:
                                          ----------------------
                                          Telecopier No.: (704) 378-5035
                                          Telephone No.: (704) 378-5204
                                          Attention: Sue Crawford

                                      -74-

<PAGE>
$ 11,500,000                              KREDIETBANK N.V., GRAND CAYMAN BRANCH,
                                           as lender


                                          By /s/ ROBERT SNAUFFER
                                             -----------------------------------
                                             Robert Snauffer
                                             Title: Vice President


                                          By /s/ TOD R. ANGUS
                                             -----------------------------------
                                             Tod R. Angus
                                             Title: Vice President

                                          Lending Office (LIBOR):

                                          Grand Cayman Branch
                                          c/o New York Branch
                                          125 West 55thh Street
                                          New York, New York 10019

                                          Lending Office (Base Rate):

                                          Grand Cayman Branch
                                          c/o New York Branch
                                          125 West 55th Street
                                          New York, New York 10019

                                          Address for Notices:

                                          For Credit Matters:
                                          ------------------
                                          Atlanta Representative Office
                                          1349 West Peachtree Street, Suite 1750
                                          Atlanta, Georgia 30309
                                          Telecopier No.: (404) 876-3212
                                          Telephone No.: (404) 876-2556
                                          Attention: Kojo J. Asakura

                                          For Operations. Matters:
                                          -----------------------
                                          Grand Cayman Branch
                                          c/o New York Branch
                                          125 West 55th Street
                                          New York, New York 10019
                                          Telecopier No.: (212) 956-5580
                                          Telephone No.: (212) 541-0657/0658
                                          Attention: Lynda Resuma/Mayra Ramirez
                                                     Loan Administration

                                      -75-

<PAGE>
$ 11,500,000                              THE DAI-ICHI KANGYO BANK, LIMITED,
                                          ATLANTA AGENCY, as lender


                                          By /s/ Toshiaki Kurihara
                                             -----------------------------------
                                             Title: Joint General Manager

                                          Lending Office (LIBOR):

                                          Atlanta Agency
                                          Marquis Two Tower, Suite 2400
                                          285 Peachtree Center Avenue, N.E.
                                          Atlanta, Georgia 30303

                                          Lending Office (Base Rate):

                                          Atlanta Agency
                                          Marquis Two Tower, Suite 2400
                                          285 Peachtree Center Avenue, N.E.
                                          Atlanta, Georgia 30303

                                          Address for Notices:

                                          Atlanta Agency
                                          Marquis Two Tower, Suite 2400
                                          285 Peachtree Center Avenue, N.E.
                                          Atlanta, Georgia 30303
                                          Telecopier No.. (404) 581-9657
                                          Telephone No.: (404) 581-0200
                                          Attention: Patrick J. Tracy,
                                          First Vice President

                                          Second Contact:

                                          Telecopier No.: (404) 222-9556
                                          Telephone No.: (404) 581-0200
                                          Attention: Dina Roach

                                      -76-

<PAGE>

$ 7,500,000                           COMMERZBANK AG, ATLANTA AGENCY,
                                      as lender


                                      By /s/ ANDREAS K. BREMER
                                         -----------------------------------
                                         Andreas K. Bremer
                                         Title: Senior Vice President
                                                and Manager


                                                    /s/ ERIC R. KAGERER
                                                    ------------------------
                                                    Eric R. Kagerer
                                                    Assistant Vice President

                                      Lending Office (LIBOR):

                                      Promenade Two, Suite 3500
                                      1230 Peachtree Street, N.E.
                                      Atlanta, Georgia 30309

                                      Lending Office (Base Rate):

                                      Promenade Two, Suite 3500
                                      1230 Peachtree Street, N.E.
                                      Atlanta, Georgia 30309

                                      Address for Notices:

                                      For Credit Matters:
                                      ------------------
                                      Promenade Two, Suite 3500
                                      1230 Peachtree Street, N.E.
                                      Atlanta, Georgia 30309
                                      Telecopier No.: (404) 888-6539
                                      Telephone No.: (404) 888-6517
                                      Attention: Eric Kagere, Corporate Banking

                                      For Operations Matters:
                                      ----------------------
                                      Commerzbank AG New York Branch
                                      2 World Financial Center
                                      New York, New York 10281
                                      Telecopier No.: (212) 266-7593
                                      Telephone No.: (212) 266-7345
                                      Attention: Gabriela Schmidtchen

                                      -77-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.41
<SEQUENCE>10
<FILENAME>dex1041.txt
<DESCRIPTION>FIRST AMENDMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.41

                                 FIRST AMENDMENT

     THIS FIRST AMENDMENT (this "Amendment") is made as of February 24, 2000, by
and among PIEDMONT COCA-COLA BOTTLING PARTNERSHIP, a Delaware general
partnership (the "Borrower"), the lending institutions signatory hereto (the
"Lenders"), and GENERAL ELECTRIC CAPITAL CORPORATION, as agent (the "Agent", or
in its capacity as a Lender, "GECC"). Capitalized terms not otherwise defined
herein shall be ascribed the meanings set forth in the Loan Agreement (defined
hereafter).

     WHEREAS, Borrower has heretofore entered into that certain Loan Agreement,
dated as of May 28, 1996, with the Lenders and LTCB Trust Company ("LTCB"), as
agent (the "Loan Agreement"), pursuant to which the Lenders have agreed to make
term loans in the amount of $195,000,000 (the "Loan") to the Borrower; and

     WHEREAS, effective October 6, 1999, LTCB has assigned all of its interests
as a Lender under the Loan Agreement to GECC and LTCB has resigned its position
as agent under the Loan Agreement; and

     WHEREAS, effective October 6, 1999, the Agent has been appointed by the
Required Banks to serve as agent under the Loan Agreement in replacement of
LTCB; and

     WHEREAS, in light of the change in agent under the Loan Agreement from LTCB
to Agent, the Borrower has requested that the Agent and the Lenders agree to
amend certain definitions contained in the Loan Agreement and make certain other
modifications to the Loan Agreement and the other Loan Documents as more
particularly set forth below; and

     WHEREAS, the Agent and the Lenders signing this Amendment are willing to
amend such definitions and make certain other modifications to the Loan
Agreement all upon the terms and conditions set forth in this Amendment.

     NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.   Amendment of Definitions. Subject to the terms and conditions of this
     ------------------------
     Amendment, the Loan Agreement and the other Loan Documents are hereby
     amended as follows:

     (a)  The definition of "LIBOR" in Section 1.01 of the Loan Agreement is
          hereby deleted in its entirety and the following is inserted in lieu
          thereof:

               "'LIBOR' shall mean, for any Interest Period, the rate
                 -----
               per annum, as determined by the Agent (rounded upwards,
               if necessary, to the nearest 1/16 of 1%) to be the rate
               for deposits in Dollars for the applicable Interest
               Period which appears on the Telerate Page 3750 at
               approximately 11:00 a.m. London time, two Business Days
               prior to the first day of such Interest Period having a
               term comparable to such

<PAGE>

               Interest Period and in an amount comparable to the
               principal amount of the Loan scheduled to be
               outstanding for such Interest Period. If, for any
               reason, such rate is not available, then 'LIBOR' shall
               mean the rate per annum at which, in the opinion of the
               Agent, Dollars in an amount comparable to the principal
               amount of the Loan scheduled to be outstanding are
               being offered to leading banks for settlement in the
               London interbank market at approximately 11:00 a.m.
               London time, two Business Days prior to the first day
               of such Interest Period having a term comparable to
               such Interest Period."

     (b)  The definition of "Prime Rate" in Section 1.01 of the Loan Agreement
          is hereby deleted in its entirety and the following is inserted in
          lieu thereof

               "'Prime Rate' shall mean the rate of interest from day
                 ----------
               to day announced by the Agent as the higher on that day
               of (i) the rate publicly quoted from time to time by
               The Wall Street Journal in the Money Rates section as
               -----------------------
               the 'prime rate' (or, if The Wall Street Journal ceases
                                        -----------------------
               quoting a prime rate, the highest per annum rate of
               interest published by the Federal Reserve Board in
               Federal Reserve statistical release H.15 (519) entitled
               'Selected Interest Rates' as the bank prime loan rate
               or its equivalent), and (ii) the weighted average of
               the interest rates on overnight federal funds
               transactions among members of the Federal Reserve
               System plus fifty (50) basis points per annum. Each
               change in any interest rate provided for herein or in
               the Notes based upon the Prime Rate resulting from a
               change in the Prime Rate shall take effect at the time
               of such change in the Prime Rate."

     (c)  The definition of "Reference Banks" in Section 1.01 is hereby deleted
          in its entirety. Any reference to the term "Reference Banks" elsewhere
          in the Loan Documents shall be deemed to be a reference to Agent.

     (d)  Any reference in any of the Loan Documents to LTCB shall be deemed to
          be a reference to GECC.

2.   Change of Notice Address; Lending Offices. The notice address for each of
     -----------------------------------------
     Agent and GECC shall be as follows:

                                      -2-

<PAGE>

     Address:                3379 Peachtree Road, Northeast

                             Suite 600

                             Atlanta, Georgia 30326

     Telex No.:

     Telecopier No.: (404) 262-9034

     Telephone No.:  (404) 814-3100

     Attention:              Ms. Elaine Moore, Senior Vice President

The Lending Office (LIBOR) of GECC shall be as follows:

     Address:                3379 Peachtree Road, Northeast

                             Suite 600

                             Atlanta, Georgia 30326

The Lending Office (Base Rate) of GECC shall be as follows:

     Address:                3379 Peachtree Road, Northeast

                             Suite 600

                             Atlanta, Georgia 30326

3.   Representations and Warranties. The Borrower hereby represents and warrants
     ------------------------------
     to the Agent and the Lenders that (a) this Amendment has been duly
     authorized, executed and delivered by the Borrower, (b) no Default or Event
     of Default has occurred and is continuing as of this date, and (c) all of
     the representations and warranties made by the Borrower Sections 7.01
     through 7.03, 7.07 through 7.14, 7.16, 7.19 through 7.21, and 7.24 through
     7.25 of the Loan Documents are true and correct in all material respects on
     and as of the date of this Amendment (except to the extent that any such
     representations or warranties expressly referred to a specific prior date).
     Any breach by the Borrower of any of the representations and warranties
     contained in this Section shall be an Event of Default for all purposes
     under the Loan Agreement and the other Loan Documents.

4.   Conditions Precedent. The effectiveness of the amendments in Section 1 of
     --------------------
     this Amendment shall be conditioned upon receipt by the Agent of the
     following (or upon the written waiver thereof approved and executed by the
     Agent and the Required Banks, in their respective discretion):

                                      -3-

<PAGE>

     (a)  The Agent shall have received a certificate of an appropriate officer
          of the Borrower, in form and substance satisfactory to the Agent, with
          respect to (i) the organizational documents of the Borrower, (ii) the
          resolutions authorizing the execution, delivery and performance of
          this Amendment and all documents executed and delivered to the Agent
          in connection therewith and (iii) the incumbency of officers of such
          Credit Party authorized to execute and deliver this Amendment.

     (b)  The Agent shall have received evidence satisfactory to it of the
          Borrower's existence and good standing in its jurisdiction of
          formation.

     (c)  The Agent shall have received an opinion of counsel to the Borrower
          regarding (i) the due authorization and execution of the this
          Amendment, (ii) the enforceability of this Amendment and (iii) such
          other matters as may be requested by the Agent or the Required Banks,
          all in form and substance satisfactory to the Agent and the Required
          Banks.

     (d)  The Agent shall have received such other documents, certificates and
          instruments as the Agent may reasonably request.

     (e)  The Agent shall have received all fees and expenses incurred by the
          Agent in connection with the negotiation, preparation and execution of
          this Amendment including, without limitation, the legal fees and other
          out of pocket expenses of the Agent.

5.   Ratification. The Borrower hereby ratifies and reaffirms each and every
     ------------
     term, covenant and condition set forth in the Loan Agreement and all other
     documents delivered by the Borrower in connection therewith (including
     without limitation the other Loan Documents to which the Borrower is a
     party), effective as of the date hereof.

6.   Estoppel. To induce the Agent and the Lenders to enter into this Amendment,
     --------
     the Borrower hereby acknowledges and agrees that, as of the date hereof,
     there exists no right of offset, defense or counterclaim in favor of the
     Borrower as against the Agent or any Lender with respect to the obligations
     of the Borrower to the Agent or any Lender under the Loan Agreement or the
     other Loan Documents, either with or without giving effect to this
     Amendment. The Borrower hereby confirms its obligation to repay the entire
     outstanding principal balance of the Loan, together with all interest
     accrued thereon, and any other charges and fees now due or hereafter
     becoming due to Agent or any Lender, all in accordance with the provisions
     of the Loan Agreement and the other Loan Documents.

7.   Effectiveness of this Amendment. All of the provisions of this Amendment
     -------------------------------
     shall be effective immediately upon the delivery to the Agent of this
     Amendment executed by the Borrower, the Agent and the requisite number of
     Lenders whose consent is required under the Loan Agreement to effect the
     amendments herein.

                                      -4-

<PAGE>

8.   Reimbursement of Expenses. The Borrower agrees that it shall reimburse the
     -------------------------
     Agent on demand for all costs and expenses (including, without limitation,
     reasonable attorney's fees) actually incurred by the Agent in connection
     with the negotiation, preparation and execution of the Amendment and all
     documents executed and delivered to the Agent in connection therewith. The
     reimbursement obligations under this Amendment shall constitute Obligations
     under the Loan Agreement.

9.   Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
     -------------
     ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

10.  Severability of Provisions. Any provision of this Amendment which is
     --------------------------
     prohibited or unenforceable in any jurisdiction shall, as to such
     jurisdiction, be ineffective to the extent of such prohibition or
     unenforceability without invalidating the remaining provisions hereof or
     affecting the validity or enforceability of such provision in any other
     jurisdiction. To the extent permitted by applicable law, the Borrower
     hereby waives any provision of law that renders any provision hereof
     prohibited or unenforceable in any respect.

11.  Successors and Assigns; Counterparts; Facsimile Delivery. This Amendment
     --------------------------------------------------------
     shall be binding upon all parties hereto, their successors and permitted
     assigns. This Amendment may be executed in any number of counterparts, each
     of which shall be deemed to be an original but all of which together shall
     be deemed to be one instrument. This Amendment may be delivered by
     facsimile transmission with the same effect as if originally executed
     counterparts of this Amendment were delivered to all parties hereto.

                                      -5-

<PAGE>
12.  Entire Agreement. The Loan Agreement and the other Loan Documents, as
     ----------------
     amended by this Amendment, embody the entire agreement among the parties
     hereto relating to the subject matter hereof and supersede all prior
     agreements, representations and understandings, if any, relating to the
     subject matter hereof.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their respective officers thereunto duly authorized, as of the date
first above written.

BORROWER:                                  AGENT:
- --------                                   -----

PIEDMONT COCA-COLA BOTTLING COMPANY        GENERAL ELECTRIC CAPITAL CORPORATION
PARTNERSHIP, a Delaware general
partnership,

By: Coca Cola Bottling Co. Consolidated,
a Delaware corporation, being the Manager
of the Borrower, duly authorized by each
of the general partners of the Borrower

<TABLE>
<CAPTION>

<S>                                        <C>
By: /s/ CLIFFORD M. DEAL, III              By: /s/ ELAINE L. MOORE
   --------------------------------------     ----------------------------------
Name:  Clifford M. Deal, III               Name:  Elaine L. Moore
Title: VP & Treasurer                      Title: SVP

GENERAL ELECTRIC CAPITAL CORPORATION,      COMMERZBANK AG, as Lender
as Lender                                  NEW YORK AND GRAND CAYMAN BRANCHES


By: /s/ ELAINE L. MOORE                    By: /s/ HARRY P. YERGEY     /s/ W. DAVID SUTTLES
   --------------------------------------     ---------------------------------------------
Name:  ELAINE L. MOORE                     Name:  Harry P. Yergey      W. David Suttles
Title: SVP                                 Title: SVP & Manager        Vice President

  W. DAVID SUTTLES
  ----------------
  W. David Suttles
  Vice President
</TABLE>


CREDIT SUISSE FIRST BOSTON, as Lender      DEUTSCHE BANK AG, New York and/or
                                           Cayman Islands branches, as Lender



By: /s/ ROBERT N. FINNEY  THOMAS G. MUOIO  By: /s/ SUSAN L. PEARSON
   --------------------------------------     ----------------------------------
Name:  Robert N. Finney   Thomas G. Muoio  Name:  Susan L. Pearson
Title: Managing Director  Vice President   Title: Director

                                           /s/ ALEXANDER KAROW
                                           -------------------------------------
                                           Alexander Karow
                                           Assistant Vice President

                                      -6-

<PAGE>

<TABLE>
<CAPTION>


<S>                                           <C>

DG BANK, as Lender                            FLEET NATIONAL BANK, as Lender



By: /s/ J.W. SOMERS    /s/ KURT A. MORRIS     By:  /s/ THOMAS ENGELS
   --------------------------------------     ----------------------------------
Name:  J.W. Somers     Kurt A. Morris         Name:  Thomas Engels
Title: S.V.P.          Vice President         Title: Sr. Vice President



INDUSTRIAL BANK OF JAPAN, LTD., as Lender  KBC BANK, as Lender




By: /s/ MINAMI MICRA                          By: /s/ ROBERT SNAUFFER        /s/ PATRICK A. JANSSENS
   --------------------------------------        ---------------------------------------------------
Name:   Minami Micra                          Name:   Robert Snauffer        Patrick A. Janssens
Title:  Vice President                        Title:  First Vice President   Vice President



SOCIETE GENERALE, as Lender                   WACHOVIA BANK OF NORTH
                                              CAROLINA, N.A., as Lender



By: /s/ ROBERT PETERSEN                       By: /s/ CHRISTOPHER L. FINCHER
   --------------------------------------         ----------------------------------
Name:   Robert Petersen                       Name:   Christopher L. Fincher
Title:  Vice President                        Title:  Senior Vice President
</TABLE>


                                       -7-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.42
<SEQUENCE>11
<FILENAME>dex1042.txt
<DESCRIPTION>ASSIGNMENT AND RELEASE AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.42


                        ASSIGNMENT AND RELEASE AGREEMENT

         ASSIGNMENT AND RELEASE AGREEMENT, dated as of October 6, 1999 (this
"Agreement"), by and between LTCB TRUST COMPANY (the "Assignor"), as Agent under
the Credit Agreement (as defined below), and GENERAL ELECTRIC CAPITAL
CORPORATION (the "Assignee"), individually and in its capacity as successor
Agent.

                                  WITNESSETH:

         WHEREAS, the Assignor (i) has acted as Agent under that certain Loan
Agreement, dated as of May 28, 1996 (as amended, the "Credit Agreement"), among
Piedmont Coca-Cola Bottling Partnership, the Assignor, as Agent, and the banks,
financial institutions and other entities party thereto;

         WHEREAS, pursuant to an Assignment and Assumption Agreement, dated as
of the date hereof (the "Assignment and Assumption"), the Assignee has acquired
all of the Loans and Commitments of the Assignor under the Credit Agreement;

         WHEREAS, in connection with the acquisition by the Assignee of all the
Loans and Commitments of the Assignor under the Credit Agreement, the Assignor
will resign as Agent pursuant to Section 10.08 of the Credit Agreement, and the
Required Banks have informed the Assignor and the Assignee that they have
appointed the Assignee, effective as of the Assignment Effective Date (as
defined in the Assignment and Assumption) as the successor Agent under the
Credit Agreement pursuant to Section 10.08 thereof; and

         WHEREAS, in connection with the resignation of the Assignor as Agent,
the Assignee has requested that the Assignor enter into this Agreement;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

                                   SECTION 1.

                          DEFINITIONS AND OTHER MATTERS

         Section 1.1 Unless otherwise defined herein, terms which are defined in
the Credit Agreement and used herein shall have the meanings given to such terms
in the Credit Agreement.

         Section 1.2 The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement and all section
references herein are to this Agreement unless otherwise specified.

<PAGE>

         Section 1.3 All terms in this Agreement in the singular shall have
comparable meanings when used in the plural, and vice versa, unless otherwise
specified.

                                   SECTION 2.

                              RESIGNATION OF AGENT

         Section 2.1 Confirmation of Resignation. The Assignor hereby confirms
                     ---------------------------
its resignation as Agent pursuant to Section 10.08 of the Credit Agreement,
effective as of the Assignment Effective Date.

         Section 2.2 Confirmation of Appointment of Successor. The Assignor and
                     ----------------------------------------
the Assignee hereby confirm the appointment by the Required Banks of the
Assignee, effective as of the Assignment Effective Date, to be successor Agent
under the Credit Agreement pursuant to Section 10.08 thereof.

         Section 2.3 Acceptance by Successor. The Assignee hereby accepts its
                     -----------------------
appointment as successor Agent pursuant to Section 10.08 of the Credit
Agreement, effective as of the Assignment Effective Date.

                                   SECTION 3.

                    EFFECTIVENESS OF AGREEMENT; MISCELLANEOUS

         Section 3.1 Conditions. This Agreement shall be and become effective as
                     ----------
of the date first above written upon (i) execution and delivery of this
Agreement by each of the parties hereto and (ii) the occurrence of the
Assignment Effective Date.

         Section 3.2 Headings. Headings used in this Agreement are for
                     --------
convenience only and shall not affect the construction of this Agreement.

         Section 3.3 Severability. Any provision of this Agreement which is
                     ------------
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         Section 3.4 Governing Law. The provisions of this Agreement shall be
                     -------------
governed by and construed in accordance with the law of the State of New York.

         Section 3.5 Counterparts. This Agreement may be executed via facsimile
                     ------------
and in separate counterparts, each of which shall be an original and all of
which taken together shall constitute one and the same instrument.

                                       2

<PAGE>

         IN WITNESS WHEREOF the parties hereto have executed this Agreement or
caused this Agreement to be duly executed by their respective officers thereunto
duly authorized as of the day and year first above written.


LTCB TRUST COMPANY


By: /s/ Rebecca J.S. Silbert
   -----------------------------------
   Name:  Rebecca J.S. Silbert
   Title: SVP


GENERAL ELECTRIC CAPITAL CORPORATION

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

ACKNOWLEDGED AND AGREED TO BY:

PIEDMONT COCA-COLA BOTTLING PARTNERSHIP

By: /s/ Clifford M. Deal, III
   -----------------------------------
   Name:  Clifford M. Deal, III
   Title: Vice President and Treasurer

                                        3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>12
<FILENAME>dex211.txt
<DESCRIPTION>LIST OF SUBSIDIARIES
<TEXT>
<PAGE>

                                                                    EXHIBIT 21.1

                                 Subsidiary List

                              List of Subsidiaries
                              --------------------

<TABLE>
<CAPTION>
                                                   Date           State
                                              Incorporated/   Incorporated/                                               Percent
          Entity's Legal Name                   Organized       Organized             Ownership By                         Owned
          -------------------                   ---------       ---------             ------------                         -----
<S>                                           <C>             <C>           <C>                                           <C>
Coca-Cola Bottling Co. Consolidated             4/08/1980           DE
Carolina Coca-Cola Bottling Co.                 10/26/1998          DE      Coca-Cola Bottling Co. Consolidated             100%
Case Advertising, Inc.                          2/18/1988           DE      Coca-Cola Bottling Co. Consolidated             100%
Category Management Consulting, LLC             6/29/1995           NC      Coca-Cola Bottling Co. Consolidated &            99%
                                                                               Coca-Cola Bottling Co. of Roanoke, Inc.        1%
CC Beverage Packing, Inc.                       3/15/1988           DE      Coca-Cola Bottling Co. Consolidated             100%
Nashville Coca-Cola Bottling Partnership        12/20/1996          TN      Coca-Cola Bottling Co. Consolidated &            51%
                                                                               Consolidated Volunteer, Inc.                  49%
CCBC of Wilmington, Inc.                        6/17/1993           DE      Piedmont Coca-Cola Bottling Partnership         100%
CCBCC Relief Foundation, Inc.                   6/13/1995           NC      Coca-Cola Bottling Co. Consolidated             100%
CCBCC, Inc.                                     12/20/1993          DE      Coca-Cola Bottling Co. Consolidated             100%
Chesapeake Treatment Company, LLC               6/5/1995            NC      Coca-Cola Bottling Co. Consolidated &            99%
                                                                               Case Advertising, Inc.                         1%
COBC, Inc.                                      11/23/1993          DE      Columbus Coca-Cola Bottling Co.
Coca-Cola Bottling Co. of Roanoke, Inc.         2/05/1985           DE      Coca-Cola Bottling Co. Consolidated             100%
Coca-Cola Bottling Company of Alabama, LLC      12/26/1996          DE      Coca-Cola Bottling Co. Consolidated &             1%
                                                                               CC Beverage Packing, Inc.                     99%
Coca-Cola Bottling Company of Mobile, LLC       12/20/1996          AL      Coca-Cola Bottling Company of Alabama, LLC       51%
                                                                               & CC Beverage Packing, Inc.                   49%
Coca-Cola Ventures, Inc.                        6/17/1993           DE      Coca-Cola Bottling Co. Consolidated             100%
Columbus Coca-Cola Bottling Co.                 7/10/1984           DE      Coca-Cola Bottling Co. Consolidated             100%
Consolidated Leasing, LLC                       1/14/1997           NC      Coca-Cola Bottling Co. Consolidated &            99%
                                                                               The Coca-Cola Bottling Company of WV, Inc.     1%
Consolidated Real Estate Group, LLC             1/4/2000            NC      Coca-Cola Bottling Co. Consolidated             100%
Consolidated Volunteer, Inc.                    12/11/1996          DE      Coca-Cola Bottling Co. Consolidated             100%
ECBC, Inc.                                      11/23/1993          DE      Coca-Cola Bottling Co. Consolidated             100%
Heath Oil Co., Inc.                             9/9/1986            SC      Carolina Coca-Cola Bottling Co.                 100%
Jackson Acquistions, Inc.                       1/24/1990           DE      Coca-Cola Bottling Co. Consolidated             100%
LYBC, Inc.                                      9/10/1999           DE      Lynchburg Coca-Cola Bottling Co., Inc.          100%
Lynchburg Coca-Cola Bottling Co., Inc.          9/14/1999           DE      Coca-Cola Bottling Co. of Roanoke, Inc.         100%
Metrolina Bottling Company                      5/21/1993           DE      Coca-Cola Bottling Co. Consolidated             100%
MOBC, Inc.                                      11/23/1993          DE      CC Beverage Packing, Inc.                       100%
NABC, Inc.                                      11/23/1993          DE      Consolidated Volunteer, Inc.                    100%
Panama City Coca-Cola Bottling Co.              10/5/1931           FL      Columbus Coca-Cola Bottling Co.                 100%
PCBC, Inc.                                      11/23/1993          DE      Panama City Coca-Cola Bottling Co.              100%
Reidsville Transaction Corporation              5/16/1999           DE      Coca-Cola Bottling Co. Consolidated             100%
ROBC, Inc.                                      11/23/1993          DE      Coca-Cola Bottling Co. of Roanoke, Inc.         100%
SUBC, Inc.                                      12/02/1998          DE      Carolina Coca-Cola Bottling Co.                 100%
Tennessee Soft Drink Production                 12/22/1988          TN      Consolidated Volunteer, Inc.                    100%
The Coca-Cola Bottling Company of West          12/28/1992          WV      Coca-Cola Bottling Co. Consolidated             100%
    Virginia, Inc.
Thomasville Acquisitions, Inc.                  1/08/1997           DE      Coca-Cola Bottling Co. Consolidated             100%
TOBC, Inc.                                      3/24/1997           DE      Coca-Cola Bottling Co. Consolidated             100%
TXN, Inc.                                       1/03/1990           DE      Data Ventures, LLC                              100%
WCBC, Inc.                                      11/23/1993          DE      Coca-Cola Bottling Co. Consolidated             100%
Whirl-I-Bird, Inc.                              11/03/1986          TN      Coca-Cola Bottling Co. Consolidated             100%
WVBC, Inc.                                      11/23/1993          DE      The Coca-Cola Bottling Company of WV, Inc.      100%
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>13
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT
<TEXT>
<PAGE>

                                                                    Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

     We hereby consent to the incorporation by reference in the Registration
Statement on Forms S-3 (Nos. 33-4325, 33-54657 and 333-71003) of Coca-Cola
Bottling Co. Consolidated of our report dated February 15, 2002 relating to the
financial statements and financial statement schedule, which appears in this
Form 10-K.





PricewaterhouseCoopers LLP

Charlotte, North Carolina
March 25, 2002

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
