<PAGE>


                                                                 EXECUTION COPY

EXHIBIT 4.13

<PAGE>


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




                       COCA-COLA BOTTLING CO. CONSOLIDATED

                                   as Borrower


                                   -----------


                                 LOAN AGREEMENT


                          Dated as of November 20, 1995


                                   -----------

                  The financial institutions identified herein
                                    as Banks



                                       and

                               LTCB TRUST COMPANY

                                    as Agent






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



                                       -5-




<PAGE>


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>



                                                                                                               Page
<S>                 <C>                                                                                        <C>
Section 1.          Definitions and Accounting Matters............................................................1
         1.01       Certain Defined Terms.........................................................................1
         1.02       Certain Definitions Relating to Trigger Events...............................................10
         1.03       Accounting Terms.............................................................................14
         1.04       Compliance Certificates and Opinions.........................................................14

Section 2.  Commitments and Loans................................................................................15
         2.01       Commitments..................................................................................15
         2.02       Borrowings...................................................................................15
         2.03       Fees.........................................................................................16
         2.04       Lending Offices..............................................................................16
         2.05       Loan Accounts................................................................................16
         2.06       Notes........................................................................................16
         2.07       Several Obligations and Remedies.............................................................17

Section 3.          Payments of Principal and Interest...........................................................17
         3.01       Repayment of Loans...........................................................................17
         3.02       Interest.....................................................................................17
         3.03       Prepayments of the Loans.....................................................................18
         3.04       Limitation on Interest.......................................................................19

Section 4.          Payments and Computations....................................................................19
         4.01       Payments.....................................................................................19
         4.02       Computations.................................................................................20
         4.04       Sharing of Payments..........................................................................20

Section 5.          Yield Protection and Illegality..............................................................21
         5.01       Additional Costs.............................................................................21
         5.02       Changes in Circumstances.....................................................................22
         5.03       Illegality...................................................................................23
         5.04       Compensation.................................................................................23
         5.05       Taxes........................................................................................24
         5.06       Prepayments..................................................................................25

Section 6.          Conditions Precedent.........................................................................25
         6.01       Conditions Precedent to the Initial Borrowing................................................25
         6.02       Each Borrowing...............................................................................26





                                       -i-

<PAGE>


                                                                                                               Page

Section 7.          Representations and Warranties...............................................................26
         7.01       Corporate Existence..........................................................................26
         7.02       Financial Condition..........................................................................27
         7.03       Litigation...................................................................................27
         7.04       No Breach....................................................................................27
         7.05       Corporate Action.............................................................................28
         7.06       Approvals....................................................................................28
         7.07       Use of Loans.................................................................................28
         7.08       ERISA........................................................................................28
         7.09       Taxes........................................................................................28
         7.10       Ownership....................................................................................29
         7.11       Ranking......................................................................................29
         7.12       Investment Company Act.......................................................................29
         7.13       Public Utility Holding Company Act...........................................................29
         7.14       Compliance with Laws.........................................................................29
         7.15       Voting Agreement.............................................................................29
         7.16       Ownership of Property; Licenses.  ...........................................................30
         7.17       Nature of Business...........................................................................30
         7.18       Bottle Contracts and Allied Bottle Contracts.................................................30
         7.19       Debt Instruments.............................................................................30

Section 8.          Covenants of the Company.....................................................................30
         8.01       Financial Statements.........................................................................31
         8.02       Corporate Existence, Etc.....................................................................32
         8.03       Use of Proceeds..............................................................................33
         8.04       Mergers and Consolidations...................................................................33
         8.05       Restrictions on Debt.........................................................................34
         8.06       Restrictions on Sales and Leasebacks.........................................................35
         8.07       Ranking......................................................................................37
         8.08       Business.....................................................................................37
         8.09       New Revolving Credit Agreement...............................................................37

Section 9.          Events of Default............................................................................37

Section 10.         The Agent....................................................................................40
         10.01      Appointment, Powers and Immunities...........................................................40
         10.02      Reliance by Agent............................................................................41
         10.03      Defaults.....................................................................................41
         10.04      Rights as a Bank.............................................................................41
         10.05      Indemnification..............................................................................41
         10.06      Non-Reliance on Agent and other Banks........................................................42
         10.07      Failure to Act...............................................................................42



                                      -ii-

<PAGE>


                                                                                                               Page
         10.08      Resignation or Removal of Agent..............................................................42
         10.09      Agent's Office...............................................................................43

Section 11.         Miscellaneous................................................................................43
         11.01      Waiver.......................................................................................43
         11.02      Notices......................................................................................43
         11.03      Expenses.....................................................................................43
         11.04      Amendments...................................................................................44
         11.05      Successors and Assigns.......................................................................44
         11.06      Assignments and Participations...............................................................44
         11.07      Survival.....................................................................................45
         11.08      Captions.....................................................................................46
         11.09      Counterparts.................................................................................46
         11.10      GOVERNING LAW................................................................................46
         11.11      JURISDICTION AND SERVICE OF PROCESS..........................................................46
         11.12      Severability.................................................................................47
         11.13      Waiver of Stay or Extension Law..............................................................47


Schedule 1          Principal Subsidiaries
Schedule 2          Litigation
Schedule 3          Employee Disputes
Schedule 4          Ownership
Schedule 5          Bottle Contracts and Allied Bottle Contracts
Schedule 6          Debt Instruments

Exhibit A                  Form of Note
Exhibit B                  Form of Opinion of Company's Counsel




                                      -iii-




<PAGE>

                  LOAN AGREEMENT, dated as of November 20, 1995, among COCA-COLA
BOTTLING CO.  CONSOLIDATED,  a corporation  duly organized and validly  existing
under  the  laws  of the  State  of  Delaware  (the  "Company");  the  financial
institutions  named herein as lenders (the "Banks");  and 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").

                  WHEREAS,  the  Company  has  requested  the Banks to make term
loans to the Company in an aggregate  principal  amount up to but not  exceeding
$170,000,000 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.

                  "Allied  Bottle  Contracts"  shall  mean,  collectively,   any
contract  between  the  Company  or any of its  Subsidiaries  and The  Coca-Cola
Company   providing  for  the  Company  or  such   Subsidiary  to  purchase  its
requirements of  concentrates  and syrups for Allied Products from The Coca-Cola
Company and/or granting to the Company or such Subsidiary exclusive distribution
rights with respect to Allied Products in the Company's or such Subsidiary's res
pective territories, in each case as amended or supplemented from time to time.

                  "Allied  Products"  shall mean all  products of The  Coca-Cola
Company, other than Coca-Cola Trademark Beverages.









<PAGE>



                  "Applicable  Lending  Office"  shall mean,  for any Bank,  the
Lending Office 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 Loan is to be made and maintained .

                  "Applicable  Margin" shall mean 0.45%;  provided  that, at any
time when the Senior Debt Rating of the Company with S&P shall be below BBB- and
the Senior Debt Rating of the Company  with  Moody's  shall be below Baa3 (or at
any time when neither S&P nor Moody's has a Senior Debt Rating for the Company),
the Applicable Margin shall be 0.55% (such change in the Applicable Margin shall
not prejudice any rights that the Agent or any Bank may have with respect to any
Trigger Event that may occur in connection with such rating)

                  "Attributable  Debt" shall mean,  as to any  particular  lease
under which any Person is at the time liable, at any date as of which the amount
thereof is to be determined, the total net amount of rent required to be paid by
such  Person  under  such lease  during  the  remaining  primary  term  thereof,
discounted from the respective due date thereof to such date at a rate per annum
equal to the  weighted  average  interest  rate  applicable  to the  Loans.  The
weighted  average  interest rate  applicable to the Loans shall be calculated at
any time by dividing the aggregate of the annual interest  payments  required on
the Loans  (calculated  as if the interest rate on the Loans then in effect were
to be applied to a year of 365 days) by the  aggregate  principal  amount of the
Loans outstanding on such date. The net amount of rent required to be paid under
any such lease for any such  period  shall be the amount of the rent  payable by
the lessee with respect to such period,  after excluding  amounts required to be
paid on account of maintenance and repairs, insurance, taxes, assessments, water
rates and similar  charges.  In the case of any lease which is terminable by the
lessee upon the  payment of a penalty,  such net amount  shall also  include the
amount of such  penalty,  but no rent shall be considered as required to be paid
under  such  lease  subsequent  to  the  first  date  upon  which  it  may be so
terminated.

                  "Board of Directors"  shall mean either the board of directors
of the Company or any duly authorized committee of the board.

                  "Board Resolution" shall mean a copy of a resolution certified
by the  Secretary  or an  Assistant  Secretary  of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the date
of such certification, and delivered to the Agent and the Banks.

                  "Bottle  Contracts"  shall mean,  collectively,  any  contract
between  the  Company  or any of its  Subsidiaries  and  The  Coca-Cola  Company
providing  for the Company or such  Subsidiary to purchase its  requirements  of
concentrates  and syrups for Coca-Cola  Trademark  Beverages  from The Coca-Cola
Company and/or granting to the Company or such Subsidiary exclusive distribution
rights with respect to Coca-Cola  Trademark  Beverages in the  Company's or such
Subsidiary's  respective  territories,  in each case as amended or  supplemented
from time to time.




                                       -2-




<PAGE>



                  "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.

                  "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.

                  "Coca-Cola   Trademark  Beverages"  shall  mean  all  products
identified as such in the Company's  Form 10-K filed with the SEC for the fiscal
year of the  Company  ended  January 1, 1995 or in any other Form 10-K filed for
any subsequent fiscal year, and any other beverage products produced or marketed
by The Coca-Cola Company.

                  "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 each  borrowing  date
pursuant to Section 2.01 hereof, all such Loans to be in an aggregate  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 December 29, 1995.

                  "Common  Stock"  shall mean any and all  Capital  Stock of the
Company that is not Preferred Stock, being on the date hereof designated "Common
Stock", "Class B Common Stock" and "Class C Common Stock".

                  "Consolidated  Net Tangible  Assets"  shall mean the aggregate
amount  of  assets  of the  Company  and  its  consolidated  Subsidiaries  (less
applicable  reserves  and  other  properly  deductible  items)  after  deducting
therefrom  (i) all current  liabilities,  and (ii) all  goodwill,  trade  names,
trademarks,  patents,  unamortized  debt  discount  and  expense  and other like
intangibles,  all as set forth on the most recent  balance  sheet of the Company
and its  consolidated  Subsidiaries  and computed in accordance  with  generally
accepted accounting principles.  For purposes of this definition,  any leasehold
interest of the  Company or any  Restricted  Subsidiary  shall be deemed to be a
tangible asset if the rental obligations thereunder are included in Funded Debt.

                  "Corporation" includes corporations,  associations,  companies
and business trusts.

                  "Debt"   shall  mean,   with   respect  to  any  Person,   all
indebtedness  and other  obligations  of such  Person of the type  described  in
clauses (a) and (b) of the  definition of  "Indebtedness"  in this Section 1.01,
and  all  Guarantees  and  Hypothecations  of such  Person  in  respect  of such
indebtedness and other obligations.




                                       -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.

                  "Designated  Event"  shall have the  meaning  assigned to that
term in Section 1.02 hereof.

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

                  "Environmental Laws" shall mean all Governmental  Requirements
relating to health,  safety,  industrial  hygiene,  pollution  or  environmental
matters, including Governmental Requirements relating to emissions,  discharges,
releases,  or  threatened  releases of  pollutants,  contaminants,  chemicals or
industrial,  toxic or  hazardous  substances  or  wastes  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
or industrial,  toxic or hazardous  substances  (including,  without limitation,
asbestos) or wastes.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time.

                  "ERISA  Affiliate"  shall  mean  any  corporation  or trade or
business which is a member of the same controlled group of corporations  (within
the  meaning of Section  414(b) of the Code) as the  Company or is under  common
control (within the meaning of Section 414(c) of the Code) with the Company.

                  "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.

                  "Existing Term Loan Agreements" shall mean, collectively,  (i)
the Loan Agreement,  dated as of June 28, 1990, among the Company, the financial
institutions  named  therein as  "Banks",  and LTCB Trust  Company,  as agent on
behalf of such banks, as heretofore amended, and (ii) the Loan Agreement,  dated
as of February 20, 1992,  among the Company,  the financial  institutions  named
therein as "Banks",  LTCB Trust Company,  as agent on behalf of such banks,  and
Trust Company Bank, as lead manager, as heretofore amended.

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

                  "Funded  Debt"  shall mean (i) all Debt  having a maturity  of
more  than 12  months  from the date as of which  the  amount  thereof  is to be
determined  or having a  maturity  of 12  months or less but by its terms  being
renewable  or  extendable  beyond 12 months  from such date at the option of the
borrower,  and (ii) all rental obligations payable more than 12 months from such
date under Capital Leases (such rental obligations to be included as Funded Debt
as the



                  -4-




<PAGE>



amount so  capitalized  and to be included for the purposes of the definition of
Consolidated  Net  Tangible  Assets  both as an asset and as Funded  Debt at the
amount so capitalized).

                  "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 Sub sidiaries 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.

                  "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,  or under  acceptance  facilities,  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 by such
         Person, with or without recourse,  or discount of any notes or accounts
         receivable of such Person;

                  (c) all  obligations  of such  Person  under  leases  or other
         contractual  arrange ments which have been,  or should be,  recorded as
         capital  leases  in  accordance  with  generally  accepted   accounting
         principles (collectively, "Capital Leases");

                  (d) all  obligations  of such Person  under direct or indirect
         guarantees (includ ing, without limitation,  agreements to "keep well")
         in respect of, and obligations,  contin gent or otherwise,  to purchase
         or acquire or  otherwise  to assure a creditor  against loss in respect
         of,  indebtedness  or  obligations  of others of the kinds  referred to
         above in clause (a), (b) or (c)(collectively, "Guarantees"); and

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



                                       -5-




<PAGE>



         the property pledged for the payment of such indebtedness or other 
         obligation (collectively, "Hypothecations").

                  "Interest  Period" shall mean, with respect to each Loan, each
successive  period  commencing on the date on which such Loan is made 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 November 20, 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.

                  "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.

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

                  "Loan Documents" shall mean this Agreement,  the Notes and the
fee letter dated November 20, 1995 between the Agent and the Company.




                                       -6-




<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.

                  "Maturity Date" shall mean November 20, 2003; provided that if
such date is not a Business Day, the 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  Maturity  Date shall be the next  preceding
Business Day.

                  "Mortgage"  shall mean, with respect to any asset,  revenue or
other  property,  any  mortgage,  lien,  pledge,  charge,  security  interest or
encumbrance of any kind in respect of such asset, revenue or other property, and
any other arrangement having the practical effect of any of the foregoing.

                  "Multiemployer  Plan"  shall  mean 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.

                   "NationsBank  Revolving  Credit  Agreement"  shall  mean  the
Revolving  Credit  Agreement  dated as of March 17, 1992 among the Company,  the
financial  institutions  identified therein as lenders, and NationsBank N.A., as
agent  for  such  lenders,  as  such  agreement  may be  amended,  supplemented,
extended, restated, replaced or refinanced (by a New Revolving Credit Agreement)
from time to time.

                  "New Revolving Credit Agreement" shall mean a revolving credit
agreement  dated  after the date  hereof  among the  Company and the banks named
therein,   which  replaces  or  refinances  the  NationsBank   Revolving  Credit
Agreement,  as such credit  agreement  may be amended,  supplemented,  extended,
restated, replaced or refinanced from time to time.

                  "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.

                  "Officers'  Certificate" shall mean a certificate addressed to
the Agent and the Banks  signed by the Chairman of the Board,  a Vice  Chairman,
the President or a Vice President, and by the Treasurer, an Assistant Treasurer,
the  Controller,  an  Assistant  Controller,  the  Secre  tary  or an  Assistant
Secretary, of the Company, and delivered to the Agent and the Banks.

                  "Opinion of Counsel" shall mean a written opinion addressed to
the Agent and the Banks of  counsel,  who may (except as  otherwise  provided in
this Agreement) be counsel for, or an employee of, the Company, and who shall be
acceptable to the Agent.

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




                                       -7-




<PAGE>



                  "Person" shall mean an individual, a corporation, a company, a
voluntary associa tion, a partnership,  a trust, an unincorporated  organization
or a government or any agency, instrumentality or political subdivision thereof.

                  "Plan"   shall  mean  an   employee   benefit  or  other  plan
established  or  maintained  by the Company or any ERISA  Affiliate and which is
covered by Title IV of ERISA, other than a Multiemployer Plan.

                  "Post-Default Rate" shall mean, in respect of any principal of
any Loan or any interest  thereon under this Agreement or the Notes which is not
paid when due (whether at stated maturity, by acceleration or otherwise), a rate
per annum during the period commencing on the due date to but excluding the date
on which  such  amount is paid in full  equal to 2% above  the Prime  Rate as in
effect from time to time;  provided that, if such amount in default is principal
of a Loan and the due  date is a day  other  than  the  last day of an  Interest
Period  therefor,  the  "Post-Default  Rate" for such principal shall be, for the
period commencing on the due date and ending on the last day of the then current
Interest Period  therefor,  2% above the interest rate for such Loan as provided
in Section 3.02(a) hereof and,  thereafter,  the rate provided for above in this
definition.

                  "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.

                  "Principal  Property"  shall mean any  building,  structure or
other  facility,  together  with the land upon which it is erected and  fixtures
comprising a part thereof, used primarily for the bottling, canning or packaging
of soft drinks or soft drink products or warehousing  and  distributing  of such
products,  owned or leased by the Company or any Subsidiary of the Com pany, the
gross book value (without  deduction of any  depreciation  reserves) of which on
the date as of which the  determination is being made exceeds 3% of Consolidated
Net Tangible Assets,  other than any such building,  structure or other facility
or portion thereof which, in the reasonable opinion of the Board of Directors of
the Company,  is not of material  importance to the total business  conducted by
the Company and its Subsidiaries as an entirety.

                  "Reference  Banks" shall mean the principal  London offices of
LTCB, Societe Generale and Credit Lyonnais.




                                       -8-




<PAGE>



                  "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.

                  "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.

                  "Required  Banks" shall mean, at any time,  Banks then holding
more than 50% of the aggregate  outstanding principal amount of the Loans, or if
no Loans are then outstanding,  which hold more than 50% of the aggregate amount
of the Commitments,  or if no Loans or Commitments are then  outstanding,  which
held more than 50% of the Loans  immediately  prior to the  payment  thereof  in
full.

                  "Restricted Subsidiary" shall mean a Subsidiary of the Company
which (i) owns a Principal  Property as of the date hereof,  or (ii)  acquires a
Principal  Property  after the date  hereof  from the  Company  or a  Restricted
Subsidiary  other than for cash equal to such  property's  fair market  value as
determined  by the  Board of  Directors  of the  Company,  or (iii)  acquires  a
Principal  Property  after the date hereof by purchase with funds  substantially
all of which are provided by the Company or a Restricted  Subsidiary or with the
proceeds of indebtedness for money borrowed, which indebtedness is guaranteed in
whole or in part by the Company or a Restricted  Subsidiary,  or (iv) is a party
to any contract with respect to the bottling, canning, packaging or distribution
of soft drinks or soft drink products, other than any such contract which in the
reasonable  opinion of the Board of  Directors of the Company is not of material
importance to the total business  conducted by the Company and its  Subsidiaries
as an entirety,  and in any event  includes each of the  Subsidiaries  listed in
Schedule 1 as of the date hereof.

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

                  "Senior Debt Rating" shall mean the rating  assigned by S&P or
Moody's,  as  the  case  may  be,  to  the  Company's  senior  medium-term  debt
obligations.

                  "Subsidiary" shall mean any corporation,  partnership or other
Person of which at least a majority of the  outstanding  Voting Shares is at the
time directly or indirectly owned or controlled by the Company or one or more of
the Subsidiaries or by the Company and one or more of the Subsidiaries.

                  "Trigger  Event" shall mean the occurrence and  continuance of
any  Designated  Event and, at any time when any  securities of the Company that
are rated by either Rating  Agency are  outstanding,  a Rating  Decline also has
occurred and is continuing.



                                       -9-




<PAGE>



                  "Voting  Shares"  shall  mean  Capital  Stock of the  class or
classes  having  general  voting  power  under  ordinary  circumstances  for the
election  of the board of  directors,  managers  or  trustees  of a  corporation
(irrespective  of whether at the time stock of any other class or classes  shall
have or might have voting power by reason of the happening of any contingency).

                  1.02     Certain Definitions Relating to Trigger Events.

                  "Designated Event" shall mean any of the following:

                          (i) a  "person"  or  "group"  (within  the  meaning of
         Sections 13(d) and 14(d)(2) of the Exchange Act) other than a Permitted
         Holder (as defined below) becoming the  "beneficial  owner" (as defined
         in Rule 13d-3  under the  Exchange  Act) of Voting  Shares (as  defined
         below in this definition) of the Company entitled to exercise more than
         25% (or, in the case of any person or group consisting solely of one or
         more Company  Employee  Benefit Plans (as defined  below),  35%) of the
         total  voting  power of all  outstanding  Voting  Shares of the Company
         (calculated in accordance with Rule 13d-3 under the Exchange Act); or

                         (ii) a change in the Board of  Directors of the Company
         in which the  individuals who constituted the Board of Directors of the
         Company at the beginning of the two-year period  immediately  preceding
         such change  (together  with any other  director  whose election by the
         Board of Directors of the Company or whose  nomination  for election by
         the  shareholders  of the  Company  was  approved by a vote of at least
         two-thirds of the directors then in office who either were directors at
         the  beginning  of such  period or whose  election  or  nomination  for
         election was previously so approved) cease for any reason to constitute
         a majority of the directors then in office; or

                        (iii) any  consolidation  of the Company with, or merger
         of the Company  into,  any other person,  any merger of another  Person
         into the Company, or any sale, lease,  conveyance or transfer of all or
         substantially all of the assets of the Company to another Person (other
         than  (x) a  merger  which  does not  result  in any  reclassification,
         conversion,  exchange or cancellation  of outstanding  shares of Common
         Stock of the  Company,  or (y) a merger  which is  effected  solely  to
         change the jurisdiction of incorporation of the Company); or

                         (iv) the purchase or other  acquisition  by the Company
         or any Subsidiary of the Company, directly or indirectly, of beneficial
         ownership  of its  Voting  Shares if the Voting  Shares of the  Company
         acquired in such acquisition and all other such  acquisitions  effected
         after the date of the  making of the Loans  under  this  Agreement  and
         within the 12-month period ending on the date of such  acquisition were
         entitled to exercise in the aggregate more than 30% of the total voting
         power of all Voting Shares outstanding on the day before the first such
         acquisition  during such period  (taking  into account any stock split,
         stock dividend or similar  transaction  effected during such period and
         calculating  the voting power of Voting Shares so acquired based on the
         voting power thereof immediately before being so acquired); or



                                      -10-




<PAGE>



                          (v)  either  (x)  the  distribution  by  the  Company,
         directly  or  indirectly,  of cash,  securities  or other  property  in
         respect of its Common Stock (other than a  distribution  paid solely in
         its Common  Stock or rights to acquire  its Common  Stock),  or (y) the
         purchase or other  acquisition  by the Company or any Subsidiary of the
         Company,  directly or  indirectly,  of any Common  Stock of the Company
         (other than an  acquisition  of Common  Stock of the Company (1) by the
         Company from any  wholly-owned  Subsidiary  of the Company,  (2) by any
         wholly-owned  Subsidiary  of the  Company  from the  Company or another
         wholly-owned Subsidiary of the Company or (3) solely in exchange for or
         upon  conversion  of Common  Stock of the  Company),  if the sum of the
         Applicable Equity  Percentages (as defined below) for such distribution
         or  acquisition  and all  other  such  distributions  and  acquisitions
         effected after the date of the making of the Loans under this Agreement
         and  during  the  12-month  period  ending  on the date on  which  such
         distribution or acquisition is effected exceeds 30%.

                  For   purposes   of  this   definition:   "Applicable   Equity
Percentage"  shall mean, for any  distribution  or  acquisition,  the percentage
equal to (x) the Fair Market Value (as defined  below) on the Valuation Date (as
defined below) of the cash, securities and other property distributed in respect
of, or paid or otherwise  exchanged  to acquire,  Common Stock of the Company in
such  distribution  or  acquisition  divided by (y) the Fair Market Value on the
Reference Date (as defined below) of the Common Stock of the Company outstanding
on such Reference Date;  "Valuation  Date" shall mean (x) for any  distribution,
the record  date  therefor or (y) for any  acquisition,  the date  thereof;  and
"Reference  Date"  shall  mean (x) for any  distribution,  the day  before the
earlier of the record date for such distribution and the first date on which the
relevant  common  stock trades the regular way without the right to receive such
distribution,  or (y)  for any  acquisition,  the day  before  the  date of such
acquisition.  "Voting  Shares"  shall mean  (solely for purposes of this Section
1.02) all  outstanding  shares of any class or classes  (however  designated) of
capital stock entitled to vote generally in the election of members of the Board
of  Directors  of the  Company.  "Permitted  Holder"  shall  mean  (i) J.  Frank
Harrison, Jr. or J. Frank Harrison, III, (ii) any heir, executor, administrator,
testamentary trustee, legatee,  beneficiary or distributee of J. Frank Harrison,
Jr. or J. Frank  Harrison,  III,  (iii) any trust,  the  beneficiaries  of which
include  only J.  Frank  Harrison,  Jr.,  J. Frank  Harrison,  III or any person
described in clause (ii) hereof and (iv) The Coca-Cola Company.

                  In addition, so long as any Person (a "Holding Company") owns,
directly or indirectly, Voting Shares of the Company entitled to exercise 50% or
more of the total voting power of all outstanding  Voting Shares of the Company,
any  references  to the  "Company"  in clauses  (i) through (v) above and in any
related  definitions  shall be deemed to refer to the Company  and such  Holding
Company (from and after the date on which such Holding Company first became such
an owner of Voting Shares of the Company) as one entity.

                  A "Rating Decline" shall be deemed to exist for any Designated
Event if either (i) on any date within the Comparison  Period (as defined below)
for such Designated Event:

                  (a) in the event any  medium-term  notes or other  medium-term
         securities  of the  Company  that are  rated by  either  of the  Rating
         Agencies at such time ("Rated



                                      -11-




<PAGE>



         Medium-Term  Notes") are rated  Investment  Grade (as defined below) by
         either or both of the Rating  Agencies  on the Rating  Date (as defined
         below) for such Designated  Event, the rating of the Rated  Medium-Term
         Notes by each Rating Agency rating the Rated Medium-Term Notes shall be
         below Investment Grade; or

                  (b) in the  event  that  no  Rated  Medium-Term  Notes  of the
         Company are rated  Investment Grade by either of the Rating Agencies on
         the  Rating  Date  for  such  Desig  nated  Event,  the  rating  of any
         outstanding  Rated  Medium-Term  Notes of the  Company  by each  Rating
         Agency shall be (or be lower than) the  Full-Category-Lower  Rating (as
         defined  below) for the rating of such Rated  Medium-Term  Notes of the
         Company by such Rating Agency on such Rating Date; or

                  (c) in the  event  that  there  are no  medium-term  notes  or
         medium-term  securities  of the Company that are rated by either Rating
         Agency  at such  time and any  short-term  notes  or  other  short-term
         securities  of the  Company  that are  rated by  either  of the  Rating
         Agencies ("Rated  Short-Term Notes") (Rated Medium-Term Notes and Rated
         Short-Term  Notes hereafter  referred to collectively as "Rated Notes")
         are rated  Investment Grade (as defined below) by either or both of the
         Rating  Agencies  on the  Rating  Date  (as  defined  below)  for  such
         Designated  Event,  the  rating  of the Rated  ShortTerm  Notes by each
         Rating  Agency  rating  the  Rated  Short-Term  Notes  shall  be  below
         Investment Grade; or

                           (ii) on the last day of such  Comparison  Period  for
                  such Designated  Event either (A) no notes or other securities
                  of the  Company  are rated by Moody's or S&P,  or (B) notes or
                  other  securities  of the Company are rated by either (but not
                  both) of Moody's and S&P,  but are not rated by either  Duff's
                  or Fitch's.

                  "Investment Grade" shall mean, (A) for medium-term securities,
a rating of at least Baa3,  in the case of a rating by  Moody's,  a rating of at
least  BBB-,  in the case of a rating by S&P,  a rating of at least  BBB- in the
case of a rating  by  Duff's,  and a rating of at least  BBB-,  in the case of a
rating by Fitch's and (B) for short-term  securities,  a rating of at least A-3,
in the case of a rating by  Moody's,  a rating of at least P-3, in the case of a
rating by S&P, a rating of at least D-3, in the case of a rating by Duff's,  and
a rating of at least F-3, in the case of a rating by Fitch's.

                  "Comparison  Period" shall mean, for any Designated Event, the
period (i) com mencing on the date of the  occurrence of such  Designated  Event
and (ii)  ending on the 90th day after the  first  public  announcement  of such
occurrence  or, if on such 90th day the  rating  of the Rated  Notes by  Moody's
shall be listed on the  "Watchlist"  of Moody's with a designation  of "down" or
"uncertain"  (or on such similar list with such similar  designations  as may be
maintained by Moody's from time to time) or the rating of the Rated Notes by S&P
shall be listed on the  "Creditwatch"  of S&P with a  designation  of  "negative
implications"  or  "developing"  (or on such  similar  list  with  such  similar
designations  as may be maintained  by S&P from time to time),  or the rating of
the Rated Notes by Duff's shall be listed on the "DP Watchlist" of Duff's with a
designation of "down" or "up/down" (or such similar list with such



                                      -12-




<PAGE>



similar  designations  as may be  maintained by Duff's from time to time) or the
rating of the Rated  Notes by  Fitch's  shall be listed on the  "FitchAlert"  of
Fitch's with a designation of  "declining" or "uncertain"  (or such similar list
with such  similar  designations  as may be  maintained  by Fitch's from time to
time) the day 5 days after the first date  thereafter on which the rating of the
Rated Notes by each Rating Agency rating the Rated Notes shall not be so listed.

                  "Rating Date", for any Designated Event, shall mean the 
         earlier of:

                             (i) the date that is either  (x) the 90th day prior
         to the date of the earlier of (a) the first public  announcement  of an
         intention to effect such  Designated  Event and (b) the  occurrence  of
         such Designated  Event, or (y) if the Rated Notes are not rated by both
         Rating  Agencies on such 90th day, the next  preceding day on which the
         Rated  Notes are so rated  (or,  if such 90th day is before the date of
         the first issuance of any Rated Note, the date of such first issuance);
         or

                             (ii) if during  the  180-day  period  ending on the
         date  referred  to in  clause  (i) an  intention  to  effect  any other
         Designated Event was first publicly announced but such other Designated
         Event did not occur,  the date that is the earliest of the Rating Dates
         for any such other Designated Events.

                  "Full-Category-Lower  Rating",  for any  rating  of the  Rated
Notes by any Rating Agency on any Rating Date, shall mean the rating of the next
lower Rating  Category as compared to such rating by such Rating  Agency on such
Rating Date,  modified by the same  gradation (if  applicable)  within such next
lower Rating Category as the gradation within the Rating Category of such rating
by  such  Rating  Agency  on  such  Rating  Date  ("gradation"  in the  case  of
medium-term  ratings  meaning + and - for S&P, Duff's and Fitch's and 1, 2 and 3
for Moody's; and the "Rating Category" of any rating shall mean (from highest to
lowest),  with respect to a medium-term  rating by S&P, BB, B, CCC, CC, C and D,
or, with respect to a medium-term  rating by Moody's,  Ba, B, Caa, Ca and C, or,
with respect to a medium-term  rating by Duff's, BB, B and CCC, or, with respect
to a  medium-term  rating by  Fitch's,  BB, B, CCC,  CC, C, DDD,  DD and D). For
example,  the  Full-Category-Lower  Ratings for the S&P  medium-term  ratings of
"BB-" and "CCC-" are "B-" and "CC", respectively.

                  "Moody's" means Moody's Investors  Service,  together with its
successors.

                  "S&P" means Standard & Poor's  Corporation,  together with its
successors.

                  "Duff's"   means  Duff  &  Phelps  Inc.,   together  with  its
successors.

                  "Fitch's" means Fitch's  Investors'  Service,  Inc.,  together
with its successors.

                  "Rating  Agencies"  means,  at  any  time,  Moody's  and  S&P;
provided  that if at such time  either (but not both) of Moody's or S&P shall no
longer be rating any of the applicable  notes or other securities of the Company
(medium-term  notes and  securities  in the case of  clauses  (a) and (b) of the
definition of Rating Decline, and short-term notes and securities in the



                                      -13-




<PAGE>



case of clause (c) thereof),  then "Rating  Agencies" shall mean the one that is
still  rating  such  securities  and either  (i)  Duff's  (if it is rating  such
securities)  or (ii) if Duff's is not  rating  such  securities  but  Fitch's is
rating such securities, Fitch's.

                  "Company  Employee  Benefit  Plan"  shall  mean  any  employee
benefit plan (as defined in Section 3(3) of ERISA)  maintained by the Company or
any Subsidiary.

                  "Fair  Market  Value" of any item shall  mean the fair  market
value of the subject item as  determined in good faith by the Board of Directors
of the Company.

                  1.03  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 as are generally accepted in the United States at the date
of such computation.

                  1.04 Compliance Certificates and Opinions. Except as otherwise
expressly  provided by this  Agreement,  upon any  application or request by the
Company to the Agent and the Banks to take any  action  under any  provision  of
this Agreement,  the Company shall furnish to the Agent an Officers' Certificate
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  stating  that in the opinion of
such counsel all such  conditions  precedent,  if any, have been complied  with,
except  that in the case of any such  application  or  request  as to which  the
furnishing of such documents is  specifically  required by any provision of this
Agreement  relating to such  particular  application  or request,  no additional
certificate or opinion need be furnished.

                  Every certificate or opinion with respect to compliance with a
condition or cove nant 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.




                                      -14-




<PAGE>



                  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
Business Day on or prior to November 20, 1995, and to make one  additional  loan
to the Company on any  Business  Day on or prior to the  Commitment  Termination
Date, which loans collectively  shall be in an aggregate  principal amount up to
but not exceeding  the  respective  Commitment  amount  specified  opposite such
Bank's name on the signature pages hereof. Each such borrowing of Loans shall be
made by the Banks pro rata in accordance with their respective Commitments.

                  2.02  Borrowings.  The  Company  shall give the Agent  written
notice of each  requested  borrowing of the Loans not later than 10:00 a.m. (New
York  time) on the date that is not less than five  Business  Days  prior to the
date of such requested  borrowing.  Each such notice of borrowing  shall specify
the aggregate  principal amount of the Loans to be borrowed (which shall not, in
the  aggregate,  exceed  $120,000,000  on the occasion of the initial  borrowing
hereunder,  and shall not, in the aggregate,  exceed $50,000,000 on the occasion
of the second (and final)  borrowing  hereunder),  the date of borrowing  (which
shall be a Business Day not later than  November  20,  1995,  in the case of the
initial borrowing hereunder,  and the Commitment Termination Date in the case of
the second (and final) borrowing hereunder) and the initial Interest Period that
will apply to the Loans borrowed as part of such borrowing.  Each such notice of
borrowing  shall be irrevocable  and shall be effective upon receipt  thereof by
the Agent. Promptly after the Agent's receipt of any notice of borrowing (and in
any event not later than the date three  Business  Days prior to the date of the
requested  borrowing),  the Agent  shall give each Bank  notice of the  contents
thereof and of each Bank's pro rata share of the aggregate  principal  amount of
the requested borrowing.

                  Not later than  10:00  a.m.  New York time on the date of each
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 203606  maintained  at Bankers Trust  Company,  New York,  New York,  ABA no.
021001033, ref: "Coca-Cola Bottling Co. Consolidated".  Not later than 3:00 p.m.
(New York time),  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. 001240985 "Coca-Cola Bottling Co. Consolidated"  maintained with NationsBank
of North Carolina,  N.A., One NationsBank Plaza, Charlotte,  North Carolina, ABA
no.  053000196;  provided,  that,  notwithstanding  the foregoing,  the Borrower
hereby  irrevocably  authorizes and instructs the Agent to apply the proceeds of
the Loans made on the  occasion of the initial  borrowing  hereunder to repay or
prepay in full,  on the borrowing  date of the initial  Loans,  any  outstanding
principal  amount of the loans  under the  Existing  Term Loan  Agreements.  The
second  borrowing  of the Loans shall be the final  borrowing,  and  accordingly
shall  terminate  any  Commitments  that remain  unborrowed.  Any portion of the
Commitments not utilized on December 29, 1995 will terminate on such date.




                                      -15-




<PAGE>



                  2.03 Fees.  (a) The  Company  shall pay to the Agent,  for the
account  of each  Bank,  a  commitment  fee at a rate of 0.15%  per annum on the
average  daily  unutilized  amount  of the  Commitment  of such  Bank,  from and
including  the  date  of this  Agreement  to but not  including  the  Commitment
Termination Date; provided,  that if the initial borrowing of Loans occurs on or
prior to November 20, 1995, no such commitment fee shall be payable with respect
to the  portion of the  Commitments  (up to an  aggregate  Commitment  amount of
$120,000,000)  borrowed on such date,  for the period  from the signing  date of
this Agreement to but not including such borrowing date.  Accrued commitment fee
shall be payable in arrears on the Commitment  Termination  Date or, if earlier,
the date on which the  Commitments  are borrowed or otherwise are  terminated in
full.

                  (b) In the event that any portion of the  Commitments  remains
in  effect at any time  after  10:00  a.m.  (New  York  time) on the  Commitment
Termination  Date,  or in the  event  that any  portion  of the  Commitments  is
terminated for any reason on any day prior to the Commitment  Termination  Date,
the  Borrower  shall pay to the Agent for the account of each Bank a  commitment
termination  fee in an amount  equal to 0.125% of the  amount of such  remaining
Commitment of such Bank or the portion so  terminated,  as the case may be. Such
fee shall be payable on the Commitment  Termination  Date or, in the case of any
earlier termination, the date of such termination.

                  (c) The  Company  shall pay to the  Agent for its own  account
such  fees in such  amounts  and at the  times  set  forth in the  letter  dated
November 20, 1995 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 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 by the Company hereunder and under the
Notes,  and  such  records  shall  be  rebuttably  presumptive  evidence  of the
Company's obligations in respect of such amounts. 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 rebuttably  presumptive  evidence of
the Company's obligations in respect of such amounts; provided 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. A separate note shall
evidence the Loan made by each Bank on the occasion of each  borrowing of Loans.
Each Note to the order of a Bank shall be dated the date of the borrowing of the
respective Loan hereunder to be evidenced by such Note, shall be



                                      -16-




<PAGE>



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).

                  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.

                  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
installments,  the first of which shall be in the aggregate  principal amount of
$85,000,000  for all of the Banks and shall be payable on the  Interim  Maturity
Date,  and the second of which  shall be in the  aggregate  principal  amount of
$85,000,000  for all of the  Banks  (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. For the avoidance of doubt,  (i) assuming that the
Commitments  are fully drawn,  the installment of principal of each Loan made by
each Bank that the Company  shall be  obligated  to pay on the Interim  Maturity
Date shall be one-half of the original  principal  amount of such Loan, with the
full remaining balance of the principal amount of such Loan to be payable on the
Maturity Date, and (ii) in the event that less than all of the  Commitments  are
drawn,  the aggregate  initial  installment  of the Loans payable on the Interim
Maturity  Date shall be  $85,000,000  for all of the Banks,  and the second (and
final) aggregate  installment of the Loans payable on the Maturity Date shall be
the remaining aggregate principal balance of the Loans outstanding on such 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 the date of such Loan to but excluding the
date on which such  installment  shall be paid in full, at a rate per annum, for
each Interest Period for such Loan equal to the LIBOR



                                      -17-




<PAGE>



for such Interest Period plus the Applicable  Margin in effect from time to time
during such Interest Period.

                  (b)  Notwithstanding  the  foregoing,  the Company will pay to
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
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 the Loans  and the  Notes  shall be
payable  on the last  day of each  Interest  Period  and  upon  the  payment  or
prepayment  of the  Loans,  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) The  Company  shall  select 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.  The Company  shall select the duration of each
subsequent  Interest Period for each Loan by giving written notice to the Agent,
and such  Interest  Period shall apply to all Loans then  outstanding  that were
made as part of the same  borrowing.  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  Interest  Period.  In the event that the Company fails to
select the duration of any Interest  Period for any Loans within the time period
and otherwise as provided in this Section 3.02,  such Interest Period shall have
a  duration  of one  month.  The Agent  shall  promptly  notify the Banks of the
duration of each Interest Period.

                  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 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 $5,000,000 or, if higher,  an integral multiple of
$1,000,000), 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),  5.03 or 5.06 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) Any portion of the Loans prepaid, whether pursuant to this
Section 3.03, Section 5.03 or otherwise, may not be reborrowed.



                                      -18-




<PAGE>



                  (c) No portion of the Commitments  may be voluntarily  reduced
or terminated by the Company.

                  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 203606 at Bankers  Trust
Company,  New York, New York ABA no.  021001033,  ref.:  "CocaCola  Bottling Co.
Consolidated"  (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.

                  (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 ordinary  deposit account of the
Company  with the Agent or such Bank or any  affiliate of the Agent or such Bank
(with subsequent written notice to the Company).

                  (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 or of commitment  fee or commitment  termination  fee 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.




                                      -19-




<PAGE>



                  4.02 Computations.  Interest on the Loans and the Notes and on
interest  thereon and all  commitment  fees  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.

                  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 Com pany (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  commencing on the date such amount was so
made  available  by the Agent  until the date on which the Agent  recovers  such
amount at a rate per annum equal to the  effective  federal  funds rate for such
day (as determined by the Agent).

                  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.




                                      -20-




<PAGE>



                  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 main taining of any of its Loans or its obligation
to make such 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  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.  The relevant Bank
will notify the Company (with a copy to the Agent) of any event  occurring after
the date of this Agreement which will entitle such Bank to compensation pursuant
to this Section  5.01(a) as promptly as practicable  after it obtains  knowledge
thereof and determines, in the light of its then prevailing policies, to request
such  compensation.  Notwithstanding  the  foregoing  provisions of this Section
5.01(a),  in no event shall any Bank requesting  payment of any Additional Costs
under this Section  5.01(a) be entitled to payment of such  Additional  Costs to
the extent that such Additional  Costs arose with respect to any period prior to
the date of the first such  request.  Further,  each Bank will  designate  a dif
ferent  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



                                      -21-




<PAGE>



         Applicable  Margin)  shall  thereafter  be the rate at which such Loans
         bear interest pursuant to Section 3.02 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  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 be deemed to be an election by
         the Company to prepay the Loans of such Bank in accordance with Section
         3.03 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  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  com  pensation  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);
provided that in no event shall any Bank requesting  payment of any compensation
under this Section  5.01(c) be entitled to payment of such  compensation  to the
extent that such compensation is for such costs with respect to any period prior
to the date of the first such request. Such Bank will notify the Company (with a
copy to the Agent) that it is entitled to compensation  pursuant to this Section
5.01(c) as promptly as  practicable  after it  determines,  in light of its then
prevailing  policies,  to request such compensation.  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 Loan for any Interest Period therefor either (i) the Agent determines (which
determination shall be conclusive)



                                      -22-




<PAGE>



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 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 Loan or Loans for such  Interest  Period,  then such Bank shall give
the Agent and the Company prompt written notice  thereof;  and, if such Loan has
not then  been  made,  the  obligation  of the  Banks to make  the  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"),  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 Loans  (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 the
         Loans bear interest pursuant to Section 3.02 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 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  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 Loans of the Banks in accordance with Section
         3.03 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,  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 shall immediately terminate,
and if the Loans have been made, the Company shall prepay the 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



                                      -23-




<PAGE>



amounts as shall be sufficient (in the  reasonable  opinion of the Agent or such
Bank) to com  pensate it for any loss,  cost or expense  which the Agent or such
Bank determines are attributable to:

                  (a) any  payment  or  prepayment  of any Loan  for any  reason
         (including,  without limitation,  any prepayment or acceleration of the
         Loans  pursuant to Section 3.03,  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 for the designated Interest Period; or

                  (b) 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.

Without  limiting the effect of the first  sentence of this Section  5.04,  such
compensation  to any Bank  shall not  include  the  amount  attributable  to the
Applicable  Margin but shall  include an amount equal to the excess,  if any, of
(i) the amount of interest which  otherwise would have ac crued 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).

                  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 addi tional
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



                                      -24-




<PAGE>



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  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.

                  5.06 Prepayments.  If the Company becomes obligated to pay any
Bank Additional  Costs,  compensation or additional  amounts pursuant to Section
5.01  hereof,  the  Company  may  prepay the Loans of such Bank  non-ratably  in
accordance with the terms of Section 3.03 hereof.

                  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
initial  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)  An  Officers'   Certificate   (which  shall  include  the
         signature thereon of the Secretary of the Company) containing certified
         copies of the  certificate  of  incorporation  and bylaws and all other
         organizing  documents of the Company and all corporate  action taken by
         the Company  approving this Agreement,  the Notes, the borrowing by the
         Company  of the  full  amount  of the  Commitments  hereunder  and  the
         performance of its  obligations  hereunder and  thereunder  (including,
         without limitation,  a certificate setting forth the resolutions of the
         Board  of  Directors   of  the  Company   adopted  in  respect  of  the
         transactions contemplated hereby and thereby and any shareholder action
         taken in  respect  thereof)  and  good  standing  certificates  for the
         Company  from  the  States  of  Delaware,  Tennessee,  Virginia,  North
         Carolina and South Carolina and good standing  certificates for each of
         the  Subsidiaries  listed in Schedule 1 hereto from the states of their
         respective  incorporation  and from each state in which such Subsidiary
         is doing business, as set forth in said Schedule 1.

                  (b)  An  Officers'   Certificate   (which  shall  include  the
         signature  thereon of the  Secretary of the Company) in respect of each
         of the officers who is authorized to sign this  Agreement and the Notes
         on its behalf.



                                      -25-




<PAGE>



                  (c) An  Officers'  Certificate  to the  effect  set  forth  in
         Section 6.02 hereof.

                  (d) An opinion of Witt, Gaither & Whitaker, special counsel to
         the Company, substantially in the form of Exhibit B hereto.

                  (e) The Notes in respect of the initial  Loans,  duly executed
         and  delivered  by the Company to the order of each Bank and  otherwise
         appropriately completed.

                  (f)  Evidence of the payment of the fee  described  in Section
         2.03(c) hereof.

                  (g) An  Officers'  Certificate  stating  that the Senior  Debt
         Rating of the  Company  by  Moody's  is at least  Baa3 and by S&P is at
         least BBB-.

                  (h) Evidence  that all  principal of and interest on all loans
         outstanding  under  the  Existing  Term Loan  Agreements  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  Term  Loan
         Agreements.

                  (i) Such other  opinions  and other  documents as the Agent or
         any Bank may reasonably request.

                  6.02 Each  Borrowing.  The obligation of the Banks to make the
Loans to the Company upon the occasion of each borrowing  hereunder  (including,
without  limitation,  the initial borrowing) is subject to the further condition
precedent that, as of the date of the Loans to be made as part of such borrowing
and after giving  effect  thereto:  (a) no Default or Rating  Decline shall have
occurred and be continuing;  and (b) the  representations and warranties made by
the Company in 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 the Company  shall,  on the date of
each borrowing hereunder (including,  without limitation, the date of the second
(and  final)  borrowing),  furnish  an  Officer's  Certificate  with  respect to
compliance by the Company with clauses (a) and (b) above; and (c) in the case of
the second (and final)  borrowing  hereunder,  the Agent shall have received the
Notes in respect of such Loans,  duly  executed and  delivered by the Company to
the order of each Bank and otherwise  appropriately  completed,  and evidence of
the payment of all fees described in Section 2.03 hereof.


                  Section  7.   Representations  and  Warranties.   The  Company
represents and warrants to the Agent and each Bank that:

                  7.01 Corporate Existence.  Each of the Company and each of its
Subsidiaries:  (a) is a corporation duly incorporated and validly existing under
the  laws of the  jurisdiction  of its  incorporation;  (b)  has  all  requisite
corporate power, and has all governmental licenses, authorizations, consents and
approvals  necessary  to own its assets and carry on its  business  as now being
conducted; and (c) is qualified to do business in all jurisdictions in which the
nature



                                      -26-




<PAGE>



of the business conducted by it makes such qualification  necessary. The Company
is  qualified to do business in Virginia,  Tennessee,  North  Carolina and South
Carolina,  and each of the Subsidiaries  listed in Schedule 1 is qualified to do
business in the states indicated for such Subsidiary in Schedule 1.

                  7.02 Financial  Condition.  The audited  consolidated  balance
sheet of the Company and the consolidated Subsidiaries as at January 2, 1995 and
the related  consolidated  statements of  operations,  cash flows and changes in
shareholders'  equity of the Company and the  consolidated  Subsidiaries for the
fiscal year ended on said date, with the opinion  thereon of Price  Waterhouse &
Co.,  and the  unaudited  consolidated  balance  sheet  of the  Company  and the
consolidated  Subsidiaries  as at July 2,  1995  and  the  related  consolidated
statements of operations,  cash flows and changes in Shareholders' equity of the
Company and the consolidated Subsidiaries for the six-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 the
consolidated Subsidiaries as at said dates and the consolidated results of their
operations  for the  fiscal  year and  six-month  period  ended  on said  dates,
subject, in the case of such financial  statements as at July 2, 1995, to normal
year-end  adjustments  all in  conformity  with  generally  accepted  accounting
principles applied on a consistent basis. 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  generally  accepted  accounting  principles  and  practices  to be
disclosed on the financial statements referred to herein. Since January 2, 1995,
there  has  been  no  material  adverse  change  in the  consolidated  financial
condition or operations,  or the prospects or business taken as a whole,  of the
Company and its consolidated  Subsidiaries from that set forth in said financial
statements as at said date.

                  7.03  Litigation.  Except as  disclosed  in Schedule 2 hereto,
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 against the Company or any Subsidiary that
could  reasonably  be  expected  to  have  a  material  adverse  effect  on  the
consolidated  financial condition,  business or results of operations taken as a
whole,  of the Company and its  consolidated  Subsidiaries  or on the  Company's
ability to perform its obligations hereunder and under the Notes.

                  7.04 No Breach.  None of the  execution  and  delivery of this
Agreement or the Notes, the  consummation of the 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 certificate of incorporation  or bylaws of the Company,  (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  Subsidiary  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



                                      -27-




<PAGE>



properties  of the Company or any  Subsidiary  pursuant to the terms of any such
agreement or instrument.

                  7.05 Corporate Action. The Company has all necessary corporate
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 corporate action on its part; and 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 Company's
legal,  valid and  binding  obligation,  enforceable  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,
and no filings or registrations  with, any governmental or regulatory  authority
or agency are  necessary  for the  execution,  delivery  or  performance  by the
Company of this  Agreement  or the Notes or for the  validity or  enforceability
thereof.

                  7.07 Use of Loans.  Neither the Company nor any  Subsidiary 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 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,  the proceeds of the initial  borrowing of the Loans
will be used solely to refinance the loans  outstanding  under the Existing Term
Loan Agreements.

                  7.08 ERISA.  Each of the Company and the ERISA  Affiliates has
fulfilled all obligations  under the minimum funding  standards of ERISA and the
Code with respect to each Plan, has paid,  or, in accordance  with ERISA and the
Code, has accrued a liability for, all contributions requested on behalf of each
Multiemployer  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 any Plan or
Multiemployer   Plan  except  for  claims  for  benefits  or  requirements   for
contributions,  in either case made in accordance with the terms of such Plan or
Multi-Employer  Plan.  Except as  disclosed  in Schedule 3 hereto,  there are no
disputes  relating  to ERISA or  employee  benefits  or  relations  to which the
Company or any of its Restricted  Subsidiaries is a party and which if adversely
determined  would subject the Company or any of its Restricted  Subsidiaries  to
any material liability.

                  7.09 Taxes.  United States  Federal  income tax returns of the
Company and the  Subsidiaries  have been examined and closed  through the fiscal
year of the Company  ended  December  31, 1987  (except  with respect to Sunbelt
Coca-Cola Bottling Company, Inc., which



                                      -28-




<PAGE>



income tax returns have been  examined and closed  through the fiscal year ended
December 31, 1988 and Coca-Cola Bottling Company Affiliated,  Inc., which income
tax returns have been examined and closed through the fiscal year ended December
31, 1989).  Each of the Company and the Subsidiaries has filed all United States
Federal income tax returns and all other material tax returns which are required
to be filed by it and has  paid  all  taxes  due  pursuant  to such  returns  or
pursuant  to any  assessment  received  by the  Company or any  Subsidiary.  The
charges,  accruals and reserves on the books of the Company and the Subsidiaries
in respect of taxes and other  governmental  charges  are, in the opinion of the
Company, adequate.

                  7.10  Ownership.  29.67% of the shares of the Common  Stock of
the  Company  issued and  outstanding  as of the date  hereof  are  owned,  both
beneficially and of record and free and clear of all Mortgages,  directly by The
Coca-Cola Company. All such shares of Common Stock have been legally and validly
issued and are fully paid and non-assessable.  Except as disclosed in Schedule 4
hereto,  there  are  no  outstanding  options,   warrants,  rights,  agreements,
contracts,  calls,  commitments  or  demands  of  any  character  obligating  or
entitling either the Company or The Coca-Cola Company to sell, issue,  redeem or
repurchase any Capital Stock of the Company.

                  7.11  Ranking.  The  obligations  of the  Company  under  this
Agreement  and the Notes rank at least pari passu in right of payment and in all
other respects with all other Indebtedness of the Company,  except that any Debt
of the Company, secured to the extent permitted by clauses (1), (2), (3), (4)(a)
or (5) of Section 8.05 hereof,  and any renewal of such Debt renewed and secured
in accordance  with clause (6) of said Section 8.05, may, solely with respect to
the  collateral  securing  such Debt,  rank  senior in right of  security to the
obligations of the Company under this Agreement and the Notes.

                  7.12  Investment  Company Act.  Neither the Company nor any of
its Subsidiaries is, nor is any of them "controlled by", an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

                  7.13 Public Utility Holding  Company Act.  Neither the Company
nor  any  of its  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.

                  7.14  Compliance  with  Laws.  To the  best  of the  Company's
knowledge the Company is in compliance with all applicable laws,  ordinances and
regulations,  including,  without limitation,  all Environmental Laws and Health
Laws,  the failure to comply with which could have a material  adverse effect on
the  business,  operations  or financial  condition of the Company or any of its
Subsidiaries.

                  7.15 Voting Agreement. Based upon information furnished to the
Company by the parties to the Voting Agreement (as defined below in this Section
7.15),  pursuant to the terms of a voting agreement among The Coca-Cola Company,
J. Frank  Harrison,  Jr.,  J. Frank  Harrison,  III and Reid M.  Henson,  in his
capacity as co-trustee of certain trusts holding shares of the



                                      -29-




<PAGE>



Company's Class B Common Stock, dated January 27, 1989 (the "Voting Agreement"),
The Coca-Cola Company granted an irrevocable proxy with respect to any shares of
Class B Common  Stock or Common  Stock  owned by The  Coca-Cola  Company and any
shares of Common Stock into which  shares of Class B Common Stock are  converted
or exchanged to J. Frank  Harrison,  III, for life,  and  thereafter to J. Frank
Harrison,  Jr.  Schedule 4 hereto  contains a true and complete (in all material
respects) description of the Voting Agreement.

                  7.16 Ownership of Property;  Licenses. Each of the Company and
each of its Restricted  Subsidiaries has good record and marketable title to, or
a valid  leasehold  interest in, all of its respective  Principal  Properties as
shown on the  financial  statements  referred  to in Section  7.02 hereof and is
licensed  to  use  all  relevant  patents,  trademarks,   tradenames,  technical
information,  technology, know-how, licenses, franchises and processes necessary
for the normal operation and business of the Company or such Subsidiary.

                  7.17  Nature  of  Business.  The  Company  and its  Restricted
Subsidiaries  are  engaged  primarily  in the  business  of  bottling,  canning,
marketing and distribution of soft drinks,  primarily  products of The Coca-Cola
Company and other beverages and activities  related thereto (it being understood
that certain  Subsidiaries of the Company  organized under the laws of the State
of Delaware  merely hold Bottle  Contracts or Allied  Bottle  Contracts as their
principal   asset  and  are  not   operating   Subsidiaries);   provided,   that
notwithstanding the foregoing, the Company has acquired other businesses, assets
and properties  related or incidental to the foregoing which it may operate on a
temporary or permanent  basis.  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 The Coca-Cola  Company and
activities related thereto.

                  7.18  Bottle  Contracts  and  Allied  Bottle  Contracts.   The
agreements identified in Schedule 5 are all of the material Bottle Contracts and
Allied Bottle  Contracts to which the Company or any Restricted  Subsidiary is a
party as of the date hereof.  Each Bottle Contract and Allied Bottle Contract is
in full force and effect and the Company and each of its Restricted Subsidiaries
are in substantial  compliance with the terms and conditions  applicable to them
contained in such Bottle Contracts and Allied Bottle Contracts.

                  7.19 Debt Instruments. The agreements identified in Schedule 6
are all of the  agreements,  bonds,  debentures,  notes  and  other  instruments
evidencing  Debt in an  original  principal  amount of greater  than or equal to
$5,000,000 of the Company or any of its Restricted  Subsidiaries  and in respect
of which any of them is  obligated,  directly  or  contingently,  as of the date
hereof.  Each of the Company and each of its  Subsidiaries is in full compliance
with  the  terms  and  conditions  applicable  to them  contained  in each  such
agreement, bond, debenture, note or other instrument.

                  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:




                                      -30-




<PAGE>



                  8.01  Financial  Statements.  The Company shall deliver to the
Agent, with a sufficient number of copies for each of the Banks:

                  (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,  unaudited  consolidated  statements  of
         income,  retained  earnings  and changes in  financial  position of the
         Company and the  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 an  Officers'  Certificate  (which shall
         include the  signature  thereon of the chief  financial  officer 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  the  consolidated   Subsidiaries  in
         accordance with generally accepted accounting principles,  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).

                  (b) as soon as available and in any event within 90 days after
         the  end of  each  fiscal  year of the  Company,  audited  consolidated
         statements  of income,  retained  earnings  and  changes  in  financial
         position of the Company and the 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  & Co.  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 the
         consolidated  Subsidiaries as at the end of, and for, such fiscal year,
         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.

                  (c) at the time the Company  furnishes  each set of  financial
         statements  pursuant  to  paragraph  (a) or  (b)  above,  an  Officers'
         Certificate  (which shall  include the  signature  thereon of the chief
         financial  officer of the Company)  (i) to the effect that,  during the
         most recent fiscal  quarter  reported on such financial  statement,  no
         Default,  Designated  Event  or  Rating  Decline  has  occurred  and is
         continuing (or, if any Default,  Designated Event or Rating Decline has
         occurred and is continuing,  describing the same in reasonable detail),
         (ii) as long as the Revolving  Credit  Agreement is in effect,  stating
         that the  Company has during the most recent  fiscal  quarter  complied
         with all of the terms of the NationsBank  Credit Agreement  (including,
         without  limitation,  any New Revolving Credit  Agreement),  (or if the
         Company has failed to comply in any respect with any of the  foregoing,
         describing  such  failure  to comply in  reasonable  detail)  and (iii)
         setting  forth in  reasonable  detail  the  computations  necessary  to
         determine whether the Company is in compliance with Sections 8.04, 8.05
         and 8.06  hereof  as of the end of the  respective  fiscal  quarter  or
         fiscal year.



                                      -31-




<PAGE>



                  (d)  promptly  upon their  becoming  available,  copies of all
         registration statements and regular periodic reports, if any, which the
         Company  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 Company's  operations or financial
         condition issued by the Company or any of its Subsidiaries.

                  (e) promptly upon the mailing  thereof to the  shareholders of
         the Company generally, copies of all financial statements,  reports and
         proxy statements so mailed.

                  (f)  promptly  (and in any event not later than 15 days) after
         the President or Chief Financial  Officer of the Company knows that any
         Default has  occurred,  a notice of such Default,  Designated  Event or
         Rating  Decline,  stating that it is a "Notice of Default",  "Notice of
         Designated  Event" or "Notice of Rating  Decline",  as the case may be,
         and describing the same in reasonable detail.

                  (g) promptly (and in any event no later than 2 days) after any
         officer  of the  Company  knows  of any  change  in (or  withdrawal  or
         elimination  of) the  Company's  Senior  Debt  Rating by either  S&P or
         Moody's, notice of such change.

                  (h) from time to time such  other  information  regarding  the
         business,  affairs or financial  condition of the Company or any of the
         Subsidiaries  as the Agent,  at the request of any Bank, may reasonably
         request.

                  8.02 Corporate  Existence,  Etc. The Company shall,  and shall
cause each Subsidiary to: (a) preserve and maintain its corporate  existence and
all of its rights,  privileges and  franchises,  provided that the Company shall
not be  required  to  preserve  any such  right  or  franchise  if the  Board of
Directors shall determine that the  preservation  thereof is no longer desirable
in the conduct of the business of the Company and its  Subsidiaries  as a whole,
and  provided  further  that the  foregoing  shall not prevent the Company  from
engaging in a merger or  consolidation  permitted by Section  8.04  hereof;  (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) the  failure to comply with which
would have a material  adverse effect on the business or financial  condition of
the Company and its  Subsidiaries,  taken as a whole;  (c) pay and discharge all
taxes,  assessments and  governmental  charges or levies imposed on it or on its
income or profits or on any of its property prior to the date on which penalties
attach thereto, 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 except that the failure to pay
or discharge any such tax, assessment,  governmental charge or levy in an amount
or amounts which in the aggregate would not have material  adverse effect on the
business or financial condition of the Company and its Subsidiaries,  taken as a
whole, shall not be deemed to be a breach of this covenant;  (d) maintain all of
its  Principal  Properties  used or useful in its business in good working order
and  condition,  ordinary  wear and tear  excepted and except to the extent that
failure to maintain any of such  Principal  Properties in good working order and
condition would not have a material  adverse effect on the business or financial
condition of the Company and its



                                      -32-




<PAGE>



Subsidiaries, taken as a whole; (e) maintain proper books and records of account
and 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,  all to
the  extent  reasonably  requested  by the Agent or such  Bank  with  reasonable
notice;  and (f) keep insured by reputable  insurers all property of a character
usually  insured by  corporations of similar size 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.

                  8.03 Use of  Proceeds.  The Company  shall use the proceeds of
the Loans made as part of the initial  borrowing  hereunder  solely to refinance
the entire  principal  amount of the loans  outstanding  under the Existing Term
Loan  Agreements  and shall use the  proceeds of the Loans made as a part of any
subsequent  borrowing solely for the Company's general corporate purposes (which
shall include, without limitation, the repurchase of debt securities outstanding
on the date of this Agreement), and in any event all proceeds of the Loans shall
be used  solely in  compliance  with  Regulations  G, T, U and X of the Board of
Governors of the Federal Reserve System.

                  8.04  Mergers  and  Consolidations.   The  Company  shall  not
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, unless:

                           (a) the Person formed by such  consolidation  or into
         which the Company is merged or the Person which  acquires by conveyance
         or transfer the assets,  revenues and other  properties  of the Company
         substantially  as an  entirety  (the  "Surviving  Entity")  shall  be a
         corporation  organized and existing under the laws of the United States
         of America,  any State  thereof or the  District of Columbia  and shall
         expressly assume,  by an agreement  supplemental  hereto,  executed and
         delivered  to the Agent for the  benefit  of the Agent and the Banks in
         form  satisfactory  to the Agent,  the due and punctual  payment of the
         principal  of and  interest  on all the  Loans  and Notes and all other
         amounts  payable under this Agreement and the Notes and the performance
         and  observance of every  covenant of this Agreement on the part of the
         Company to be performed or observed;

                           (b)   immediately   after   giving   effect  to  such
         transaction,  no Default or Event of Default shall have occurred and be
         continuing,  nor  shall  any  Rating  Decline  be likely to occur as an
         immediate  consequence of such transaction (in the reasonable  judgment
         of  the  Company's  Board  of  Directors)  and,  without  limiting  the
         foregoing,  The Coca-Cola  Company  shall  directly own and continue to
         own,  both  beneficially  and of  record  and  free  and  clear  of all
         Mortgages,  and  control  at  least  20% of  the  Common  Stock  of the
         Surviving Entity; and

                           (c) the  Company has  delivered  to the Agent for the
         benefit  of the  Agent and the Banks an  Officers'  Certificate  and an
         Opinion of Counsel in form and substance reasonably satisfactory to the
         Agent, each stating that such consolidation,



                                      -33-




<PAGE>



         merger,  conveyance or transfer and such supplemental  indenture comply
         with  this  Section  8.04  and  that all  conditions  precedent  herein
         provided for relating to such transaction have been complied with.

                  Anything in this Section 8.04 to the contrary notwithstanding,
no such consolidation,  merger,  conveyance or transfer shall be entered into or
made by the Company with or to another  corporation  which has  outstanding  any
obligations secured by a Mortgage if, as a result of such consolidation, merger,
conveyance or transfer,  any Principal Property of the Company or any Restricted
Subsidiary  would be subjected to the lien of such Mortgage and such Mortgage is
not expressly  excluded from the  restrictions or permitted by the provisions of
Section  8.05  unless  simultaneously   therewith  or  prior  thereto  effective
provision  shall  be  made  for the  securing  of all the  Loans  and the  Notes
(together with, if the Company shall so determine, any other Debt of the Company
now existing or hereafter created which is not subordinated to the Loans and the
Notes),  equally and ratably with (or, at the option of the  Company,  prior to)
the obligations secured by such Mortgage by a lien upon such Principal Property.

                  8.05  Restrictions  on Debt. The Company will not itself,  and
will not permit any Subsidiary to, incur,  issue,  assume or guarantee any Debt,
whether or not evidenced by negotiable instruments or securities,  or any notes,
bonds, debentures or other similar evidences of indebtedness for money borrowed,
secured  by any  Mortgage  on any  Principal  Property  of  the  Company  or any
Subsidiary, or on any shares of Capital Stock or Debt of any Subsidiary, without
effectively  providing  that the  Loans  and the Notes  (together  with,  if the
Company  shall so  determine,  any other Debt of the Company or such  Subsidiary
then existing or thereafter  created which is not  subordinate  to the Loans and
the Notes)  shall be secured  equally and ratably with (or, at the option of the
Company,  prior to) such secured  Debt, so long as such secured Debt shall be so
secured, and will not permit any Subsidiary to, incur, issue, assume or guaranty
any unsecured Debt or to issue any Preferred  Stock, in each instance unless the
aggregate amount of (A) all such Debt, (B) the aggregate  preferential amount to
which such Preferred Stock would be entitled on any involuntary  distribution of
assets and (C) Attributable  Debt of the Company and its Subsidiaries in respect
of sale and leaseback transactions (as defined in Section 8.06) would not exceed
10% of Consolidated Net Tangible Assets;  provided,  however,  that this Section
8.05  shall  not  apply  to,  and  there  shall  be  excluded  from  Debt in any
computation under this Section 8.05:

                           (1) Debt  secured by  Mortgages on property of, or on
         any shares of Capital Stock or Debt of, any corporation,  and unsecured
         Debt of any corporation,  existing at the time such corporation becomes
         a Subsidiary;

                           (2) Debt secured by Mortgages in favor of the Company
         or any  Subsidiary  and  unsecured  Debt  payable to the Company or any
         Subsidiary;

                           (3) Debt  secured by Mortgages in favor of the United
         States of America, or any agency,  department or other  instrumentality
         thereof, to secure progress,  advance or other payments pursuant to any
         contract or provision of any statute;




                                      -34-




<PAGE>



                           (4)  (a)  Debt   secured  by  Mortgages  on  property
         (including,  without limitation, shares of Capital Stock or Debt of any
         Subsidiary  held by the  Company  existing  at the time of  acquisition
         thereof (including,  without limitation,  acquisition through merger or
         consolidation))  or to  secure  the  payment  of all or any part of the
         purchase  price or  construction  cost  thereof  or to secure  any Debt
         incurred  prior  to,  at the time of, or  within  120 days  after,  the
         acquisition  of such  property (or shares of Capital  Stock or Debt) or
         the  completion of any such  construction  for the purpose of financing
         all or any part of the purchase price or construction cost thereof, and
         (b) unsecured Debt incurred to finance the  acquisition of any property
         (or shares of Capital Stock or Debt) other than shares of Capital Stock
         or Debt of the Company, or to finance construction on property incurred
         prior to, at the time of,  or  within  120 days  after the later of the
         acquisi  tion  of  such  property  or the  completion  of  construction
         thereon;

                           (5) Debt  secured by Mortgages  securing  obligations
         issued by a state, territory or possession of the United States, or any
         political  subdivision  of any  of the  foregoing  or the  District  of
         Columbia,  to finance the  acquisition of or  construction on property,
         and on which the  interest  is not,  in the  opinion of tax  counsel of
         recognized  standing  or in  accordance  with a  ruling  issued  by the
         Internal Revenue  Service,  includable in gross income of the holder by
         reason  of  Section  103(a)(1)  of the Code (or any  successor  to such
         provision)   as  in  effect  at  the  time  of  the  issuance  of  such
         obligations; and

                           (6)  any  extensions,   renewal  or  replacement  (or
         successive  extensions,  renewals  or  replacements),  as a whole or in
         part,  of any Debt  referred  to in the  foregoing  clauses (1) to (5),
         inclusive;  provided, that (i) such extension,  renewal or replacement,
         in the case of Debt secured by a Mortgage, shall be limited to all or a
         part of the same property, shares of Capital Stock or Debt that secured
         the Mortgage  extended,  renewed or replaced (plus improvements on such
         property),  and (ii) the Debt secured by such  Mortgage at such time is
         not increased;

and provided, further, that this Section 8.05 shall not apply to any issuance of
Preferred Stock by a Subsidiary to the Company or another  Subsidiary,  provided
that such  Preferred  Stock shall not thereafter be  transferable  to any Person
other than the Company or a Subsidiary.

                  8.06  Restrictions on Sales and  Leasebacks.  The Company will
not itself,  and will not permit any  Restricted  Subsidiary  to, enter into any
transaction after the date hereof with any bank,  insurance  company,  lender or
other investor, or to which any such bank, insurance company, lender or investor
is a party,  providing for the leasing by the Company or a Restricted Subsidiary
of any Principal  Property which has been or is to be sold or transferred by the
Company or such Restricted Subsidiary to such bank, insurance company, lender or
investor, or to any person to whom funds have been or are to be advanced by such
bank,  insurance  company,  lender or investor on the security of such Principal
Property  (herein  referred to as a "sale and  leaseback  transaction")  unless,
after giving effect thereto,  the aggregate amount of all Attributable Debt with
respect to such  transactions  plus all Debt to which Section 8.05 is applicable
would not exceed 10% of Consolidated  Net Tangible  Assets.  This covenant shall
not



                                      -35-




<PAGE>



apply to, and there shall be excluded from  Attributable Debt in any computation
under  this  Section  8.06,  Attributable  Debt  with  respect  to any  sale and
leaseback transaction if:

                           (1) the lease in such sale and leaseback  transaction
         is for a period,  including  renewal rights,  of not in excess of three
         years, or

                           (2) the Company or a  Restricted  Subsidiary,  within
         180 days after the sale or transfer shall have been made by the Company
         or by a  Restricted  Subsidiary,  applies  an amount  not less than the
         greater  of the net  proceeds  of the  sale of the  Principal  Property
         leased  pursuant to such  arrangement  or the fair market  value of the
         Principal  Property  so  leased  at the  time  of  entering  into  such
         arrangement  (as  determined  in any  manner  approved  by the Board of
         Directors) to (a) the retirement of Funded Debt of the Company  ranking
         on a  parity  with the  Loans or the  retirement  of  Funded  Debt of a
         Restricted Subsidiary; provided, however, that the amount to be applied
         to the  retirement  of such Funded Debt of the Company or a  Restricted
         Subsidiary shall be reduced by (x) the principal amount of the Loans or
         Notes (or other notes or debentures constituting such Funded Debt) that
         are prepaid in  accordance  with Section  3.03 hereof or are  delivered
         within such 180-day period to the applicable trustee for retirement and
         cancellation  and (y) the principal  amount of such Funded Debt,  other
         than items referred to in the preceding clause (x), voluntarily retired
         by the Company or a  Restricted  Subsidiary  within 180 days after such
         sale; and provided,  further, that,  notwithstanding the foregoing,  no
         retirement referred to in this clause (a) may be effected by payment at
         maturity or  pursuant to any  mandatory  sinking  funds  payment or any
         mandatory prepayment  provision,  or (b) the purchase of other property
         which will constitute a Principal  Property having a fair market value,
         in the opinion of the Board of Directors of the Company, at least equal
         to the fair market value of the Principal  Property leased in such sale
         and  leaseback  transaction  less the amount of any Funded Debt retired
         pursuant to clause (a) of this subsection, or

                           (3) such sale and  leaseback  transaction  is entered
         into  prior to, at the time of, or within  180 days  after the later of
         the  acquisition  of  the  Principal  Property  or  the  completion  of
         construction thereon, or

                           (4) the lease in such sale and leaseback  transaction
         secures or  relates  to  obligations  issued by a state,  territory  or
         possession of the United States,  or any polit ical  subdivision of any
         of  the  foregoing,  or  the  District  of  Columbia,  to  finance  the
         acquisition of or construction  on property,  and on which the interest
         is not,  in the  opinion of tax  counsel of  recognized  standing or in
         accordance  with a  ruling  issued  by the  Internal  Revenue  Service,
         includable in gross income of the holder by reason of Section 103(a)(1)
         of the Code (or any  successor to such  provision)  as in effect at the
         time of the issuance of such obligations, or

                           (5) such sale and  leaseback  transaction  is entered
         into  between  the  Company  and a  Restricted  Subsidiary  or  between
         Restricted Subsidiaries.




                                      -36-




<PAGE>



                  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 in all other respects with all other  Indebtedness
of the  Company,  except  that any Debt of the  Company,  secured  to the extent
permitted by clauses (1),  (2), (3),  (4)(a) or (5) of Section 8.05 hereof,  and
any renewal of such Debt  renewed and secured in  accordance  with clause (6) of
said Section  8.05,  may,  solely with respect to the  collateral  securing such
Debt,  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 Restricted  Subsidiaries  to, engage primarily in any business other than
that  described  in the first  sentence  of Section  7.17 hereof and the Company
shall, and shall cause each of its Restricted  Subsidiaries to, maintain in full
force and effect each Bottle Contract disclosed in Schedule 5 hereof;  provided,
however,  that the Company may, in the normal  course of its  business,  modify,
amend or  replace  any such  Bottle  Contract  or any term  thereof  if,  in the
discretion of the Company's Board of Directors, such modification,  amendment or
replacement  is desirable and in  furtherance of the business of the Company and
would not have a material adverse effect on the business or financial  condition
of the Company and its  Subsidiaries,  taken as a whole;  and, provided further,
that  notwithstanding  the terms of this Section  8.08 the Company may,  through
acquisition, either temporarily or permanently, acquire other businesses, assets
and  properties,  related or incidental  to its business  described in the first
sentence of Section 7.17 hereof.

                  8.09 New  Revolving  Credit  Agreement.  At a reasonable  time
prior to the execution  thereof,  the Company shall deliver to the Agent and the
Banks a copy of any proposed New Revolving Credit Agreement.

                  Section 9. Events of Default.  If one or more of the following
events (herein called "Events of Default") shall occur and be continuing:

                  (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 30 days after the date
         when due; or

                  (b) The Company or any Restricted Subsidiary 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 $1,000,000  (or its equivalent in other
         currencies) or more and such failure shall continue after the expiry of
         any  grace  period;  or any  event of  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  Indebtedness of the Company or any of its Restricted
         Subsidiaries  is declared to be or  otherwise  becomes due prior to its
         stated   maturity;   provided,   however,   that  if  such  default  or
         acceleration  under such evidence of  Indebtedness,  indenture or other
         instrument shall be cured by the



                                      -37-




<PAGE>



         Company, or be waived by the holders of such indebtedness, in each case
         as may be  permitted  by such  evidence of  Indebtedness,  indenture or
         other  instrument,  the Event of  Default  hereunder  by reason of such
         default shall be deemed likewise to have been thereupon cured or waived
         ; provided,  further, that, for purposes of this Section 9(b), the term
         "Indebtedness"  shall in any event  include the  NationsBank  Revolving
         Credit Agreement,  irrespective of the aggregate  outstanding principal
         amount of loans outstanding thereunder; or

                  (c) Any  representation or warranty made herein by the Company
         or any officer of the Company or in any  certificate  furnished  to the
         Agent or any Bank pursuant to the provisions  hereof or thereof,  shall
         have been false or  misleading  as of the time made or furnished in any
         material respect; or

                  (d) The Company shall default in the performance of any of its
         obligations under Section 8.01(f),  8.02(a),  8.03 or 8.04,  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 60 days after written notice (by registered
         or certified mail) of such default is given to the Company; or

                  (e) The Company or any Restricted  Subsidiary  shall (i) apply
         for or consent to the appointment of, or the taking of possession by, a
         receiver,  custodian,  trustee or li  quidator 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 con  trovert 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 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 or any Restricted Subsidiary,  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 or such Subsidiary or
         of all or any substantial  part of its assets,  or (iii) similar relief
         in respect of the Company or such Subsidiary  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 or
         any  Subsidiary  shall be  entered  in an  involuntary  case  under any
         relevant  bankruptcy  code  or  similar  law (as  now or  hereafter  in
         effect); or




                                      -38-




<PAGE>



                  (g) A final  judgment or judgments for the payment of money in
         excess of $10,000,000 in the aggregate  shall be rendered by a court or
         courts  against the Company  and/or any  Restricted  Subsidiary and the
         same shall not be discharged (or bona fide  negotiations  in good faith
         shall  not  be in  progress  seeking  such  discharge),  or a  stay  of
         execution  thereof shall not be procured,  within 60 days from the date
         of entry thereof and the Company or the relevant  Subsidiary shall not,
         within  said  period of 60 days,  or such longer  period  during  which
         execution  of the same shall have been  stayed,  appeal  there from and
         cause the execution thereof to be stayed during such appeal; or

                  (h) The  Coca-Cola  Company  shall fail to directly  own, both
         beneficially  and of record  and free and clear of all  Mortgages,  and
         control  at  least  20% of the  Common  Stock of the  Company  and such
         failure  shall  continue  unremedied  for a period of 90 days after the
         date on which such failure occurred; or

                  (i) Any Trigger  Event shall  occur and shall  continue  for a
         period of 40 days after the occurrence thereof;

THEREUPON:  (1) in the case of an Event of Default other than one referred to in
clause (e), (f), or (i) of this Section 9, the Agent may, and upon  instructions
from Banks  holding 25% of the  aggregate  outstanding  principal  amount of the
Loans 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
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; and (3) in the case of an Event of Default referred to in
clause (i) of this  Section 9, on the date 80 days after  notice by the Agent to
the  Company of the  occurrence  of such Event of  Default,  whether or not such
Event  of  Default  shall  then  be  continuing,   the   Commitments   shall  be
automatically  cancelled  and the  principal  amount  then  outstanding  of, and
accrued  interest  on, the Loans and all other  amounts  payable by the  Company
hereunder and under the Notes shall become automatically due and payable without
presentment,  demand,  protest or other  formalities of any kind (other than the
notice  expressly  provided for above in this  subclause  (3)), all of which are
hereby expressly waived by the Company. In the event that the Agent gives notice
to the Company of the  occurrence  of an Event of Default  referred to in clause
(i) of this Section 9 and, during the 80-day period following the giving of such
notice,  another  Event of Default  shall occur under any of the clauses of this
Section 9, the Agent and the Banks shall have all remedies  available to them in
respect of such  subsequent  Event of Default under  subclause (1) or (2) of the
preceding  sentence,  under  applicable law or otherwise  without regard to such
80-day period.




                                      -39-




<PAGE>



                  At any time after such a declaration of acceleration  (but not
after an acceleration  pursuant to clause (2) or (3) of the preceding  sentence)
has been made and before a judgment  or decree for  payment of the money due has
been  obtained  by the Agent or any Bank,  the Banks,  by written  notice to the
Company  and the Agent,  may (but shall not be  obligated  to) rescind and annul
such declaration and its consequences if:

                           (1)      the Company has paid

                                    (A) all  overdue  interest  on all Loans and
                  Notes,

                                    (B) to  the  extent  that  payment  of  such
                  interest  is  lawful,  interest  upon  overdue  principal  and
                  interest  at the rate or  rates  prescribed  therefor  in this
                  Agreement, and

                                    (C) all sums paid or  advanced  by the Agent
                  hereunder   and   the   reasonable   compensation,   expenses,
                  disbursements  and  advances  of the  Agent,  its  agents  and
                  counsel;

         and

                           (2) all Events of Default, other than the non-payment
         of  principal  which  have  become due  solely by such  declaration  of
         acceleration,  have been cured or waived as provided  in Section  11.04
         hereof.

No such  rescission  shall  affect  any  subsequent  default or impair any right
consequent thereon.

                  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  specifi  cally  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): (a) shall 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 mis-


                                      -40-

<PAGE>


conduct.  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. 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 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 Com pany 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
(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



                                      -41-




<PAGE>



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  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 and other Banks. Each Bank agrees
that it has,  independently and without reliance on the Agent 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 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.  The Agent shall
not 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,  the
Agent  shall not 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 its 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),  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



                                      -42-




<PAGE>



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.

                  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.

                  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.

                  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 the Banks,  and of all other  outside  counsels to
the Agent and the Banks) in connection with (i) 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)
and (ii) any  amendment,  modification  or  waiver  of any of the  terms of this
Agreement or the Notes; (b) all reasonable  out-of-pocket  costs and expenses of
the Agent and each Bank (including,  without limitation, the reasonable fees and
expenses of all outside  counsels to the Agent or such Bank and all court costs)
in connection  with the enforcement of or exercise or preservation of any rights
of the Agent or such Bank under this



                                      -43




<PAGE>



Agreement or the Notes;  (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;  (d) all normal  administrative  costs and  expenses of the
Agent incident to the  performance of its agency duties  hereunder;  and (e) all
reasonable fees and expenses of counsel to the Agent and the Banks in connection
with the syndication (whether by assignment or participation), after the date on
which the Loans are made, of its Commitment and Loans under this Agreement.  The
Company  hereby agrees to indemnify  the Agent and each Bank and its  respective
directors,  officers, employees, counsels and agents from, and hold each of them
harmless 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,  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 (unless  25% of the Banks  shall  theretofore  have given
notice  to the Agent of their  instructions  to cancel  the  Commitments  and/or
declare all  amounts  due  hereunder  immediately  due and  payable  pursuant to
Section 9 hereof) waived,  but only in writing signed by the Company,  the Agent
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,  or (d) 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.

                  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  without the
consent of the Company or the Agent;  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. Prior and as a condition



                                       -44-




<PAGE>



precedent  to the  effectiveness  of any such  assignment,  the Bank that is the
assignor  of such  assignment  shall  pay to the  Agent  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.

                  (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.  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'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 Loan or other  amounts  payable  hereunder  or under the Notes  held by such
Bank,  (ii) the  reduction of any payment of principal  thereof or other amounts
payable  hereunder or under 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 other Affiliates in the possession of such
Bank  (other  than,  without  the prior  written  consent  of the  Company,  any
information with respect to Piedmont Coca-Cola  Bottling  Partnership) 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.

                  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.




                                      -45-




<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 NORTH 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 OR 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
         OR SUMMONSES IN ANY OTHER MANNER PERMITTED BY APPLICABLE



                                      -46-




<PAGE>



         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 perfor mance 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,



                                      -47-




<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.

                                     COCA-COLA BOTTLING CO. CONSOLIDATED


                                     By
                                        Title:

                                     Address for Notices:

                                     1900 Rexford Road
                                     Charlotte, North Carolina 28211

                                     Telecopier No.: (704) 551-4451

                                     Telephone No.:  (704) 551-4565

                                     Attention:  Ms. Brenda B. Jackson

                                     with a copy to:

                                     Witt, Gaither & Whitaker
                                     1100 American National Bank Building
                                     Chattanooga, Tennessee 37402-2606
                                     Attention:  Geoffrey G. Young, Esq.






                                      -48-




<PAGE>



                                     LTCB TRUST COMPANY, as Agent


                                     By
                                       Title:

                                     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: Mr. Philip Marsden






                                      -49-




<PAGE>



$ 40,000,000.00                      LTCB TRUST COMPANY, as lender


                                     By
                                        Title:

                                     Lending Office:

                                     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:  Mr. Philip Marsden





                                      -50-




<PAGE>



$ 33,000,000.00                      SUNTRUST BANK, as lender



                                     By
                                       Title:


                                     By
                                        Title:

                                     Lending Office:

                                     25 Park Place
                                     24th Floor
                                     Atlanta, Georgia 30303

                                     Address for Notices:

                                     P.O. Box 4418
                                     Mail Code 120
                                     Atlanta, Georgia 30302

                                     Telex No.:  544210 TRUSCO INT ATL

                                     Telecopier No.:  (404) 827-6270

                                     Telephone No.:  (404) 230-5162

                                     Attention:   Mr. Raymond King
                                                  Vice President



                                      -51-




<PAGE>



$ 18,000,000.00                      THE SAKURA BANK, LIMITED, as lender



                                     By
                                     Title:

                                     Lending Office:

                                     245 Peachtree Center Avenue, N.E.
                                     Suite 2703
                                     Atlanta, GA 30303

                                      Address for Notices:

                                      245 Peachtree Center Avenue, N.E.
                                      Suite 2703
                                      Atlanta, GA 30303


                                       Telecopier No.:  (404) 521-1133

                                       Telephone No.:  (404) 521-3111

                                       Attention:  Mr. J. Hutchins Corbett
                                                    Assistant Vice President




                                      -52-




<PAGE>



$ 15,000,000.00                      COMMERZBANK AG, as lender



                                     By
                                       Title:



                                     By
                                       Title:

                                     Lending Office:

                                     1230 Peachtree Street, N.E.
                                     Suite 3500
                                     Atlanta, Georgia 30309

                                     Address for Notices:

                                     1230 Peachtree Street, N.E.
                                     Suite 3500
                                     Atlanta, Georgia 30309


                                     Telecopier No.: (404) 888 6539

                                     Telephone No.: (404) 888 6517

                                     Attention:   Mr. Eric Kagerer




                                      -53-




<PAGE>



$ 14,000,000.00                      DG BANK, as lender



                                     By
                                        Title:



                                     By
                                         Title:


                                     Lending Office:

                                     DG Bank Building
                                     609 Fifth Avenue
                                     New York, New York 10017-1021

                                     Address for Notices:

                                     DG Bank Building
                                     609 Fifth Avenue
                                     New York, New York 10017-1021


                                     Telecopier No.: (212) 745-1556

                                     Telephone No.: (404) 745-1564

                                     Attention:   Mr. Trevor Brookes
                                                  Assistant Vice President






                                      -54-




<PAGE>





$ 10,000,000.00                    THE CHUO TRUST & BANKING CO., LTD., as lender



                                   By
                                     Title:

                                   Lending Office:

                                   2 World Trade Center
                                   Suite 8322
                                   New York, New York 10048


                                    Address for Notices:

                                    2 World Trade Center
                                    Suite 8322
                                    New York, New York 10048


                                   Telecopier No.: (212) 466-1140

                                   Telephone No.:  (212) 938-2715

                                   Attention:   Mr. Eric Seely
                                                Vice President






                                      -55-




<PAGE>



$ 10,000,000.00                      CREDIT LYONNAIS, as lender



                                     By
                                        Title:

                                     Lending Office:

                                     One Peachtree Center
                                     Suite 4400
                                     303 Peachtree Street, N.E.
                                     Atlanta, GA 30308

                                     Address for Notices:

                                     One Peachtree Center
                                     Suite 4400
                                     303 Peachtree Street, N.E.
                                     Atlanta, GA 30308


                                     Telecopier No.: (404) 584-5249

                                     Telephone No.: (404) 524-3700

                                     Attention:   Mr. David Edge
                                                  Vice President



                                      -55-




<PAGE>



$ 10,000,000.00                      SOCIETE GENERALE, as lender



                                     By
                                       Title:

                                     Lending Office:

                                     4800 Trammell Crow Center
                                     2001 Ross Avenue
                                     Dallas, Texas 75201

                                     Address for Notices:


                                     4800 Trammell Crow Center
                                     2001 Ross Avenue
                                     Dallas, Texas 75201


                                     Telecopier No.:  (214) 979-1104

                                     Telephone No.:  (214) 979-2777

                                     Attention:  Mr. Ralph Saheb





                                      -57-




<PAGE>



$ 10,000,000.00                      THE CHIBA BANK, LTD., as lender



                                     By
                                        Title:

                                     Lending Office:

                                     1133 Avenue of the Americas
                                     15th Floor
                                     New York, New York 10036


                                     Address for Notices:

                                     1133 Avenue of the Americas
                                     15th Floor
                                     New York, New York 10036


                                     Telecopier No.: (212) 354-8575

                                     Telephone No.: (212) 354-8390

                                     Attention:   Mr. Carmen Augustino
                                                  Vice President



                                      -58-




<PAGE>



$ 10,000,000.00                      THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                     ATLANTA AGENCY, as lender



                                     By
                                        Title:

                                     Lending Office:

                                     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

                                     Telecopier No.: (404) 577-6818

                                     Telephone No.: (404) 524-8770

                                     Attention:   Business Operations Department




                                      -59-



<PAGE>



                                                                      EXHIBIT A
                                 PROMISSORY NOTE


$_____________                                                ____________, 1995
                                                              New York, New York


                  FOR VALUE RECEIVED,  Coca-Cola  Bottling Co.  Consolidated,  a
Delaware  corporation  (the  "Company"),  hereby promises to pay to the order of
[Name of Bank] (the  "Bank"),  for  account  of its  Applicable  Lending  Office
provided for in the Loan Agreement  referred to below,  at account no. 04 203606
of LTCB Trust Company, as agent for the Bank (in such capacity,  the "Agent") at
Bankers Trust Company, New York, New York, ABA No. 021001033,  ref.:  "Coca-Cola
Bottling Co.  Consolidated"  (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),  the
principal sum of _____________  Dollars, in lawful money of the United States of
America and in immediately  available funds,  without  set-off,  counterclaim or
deduction  of any kind,  in two equal,  consecutive  installments,  the first of
which  shall be in the  amount of  _____________  ($_________)  (or such  lesser
amount as shall equal the full  remaining  principal  amount of the Loans of the
Bank outstanding  under the Loan Agreement) and shall be payable on ___________,
2002 (or if such day is not a Business Day, as defined in the Loan Agreement, on
the next succeeding Business Day, unless such next succeeding Business Day falls
in a different  calendar month, in which case the next preceding  Business Day),
and  the   second  of  which   shall  be  in  the   amount  of   _______________
($_________)(or  such other amounts as shall equal the full remaining  principal
amount of the Loans of the Bank outstanding  under the Loan Agreement) and shall
be payable on _________,  2003 (or if such day is not a Business Day, as defined
in the Loan  Agreement,  on the next  succeeding  Business Day, unless such next
succeeding  Business Day falls in a different  calendar month, in which case the
next preceding Business Day), and to pay interest on the unpaid principal amount
of this Note, at such office,  in like money,  manner and funds,  for the period
commencing  on the date of this Note until  this Note shall be paid in full,  at
the rates per annum and on the dates provided in the Loan Agreement.

                  The duration of each  Interest  Period for the Loan  evidenced
hereby  and the  amount of each  payment  or  prepayment  made on account of the
principal  thereof shall be recorded by the Bank on its books and,  prior to any
transfer of this Note,  endorsed by the Bank on the schedule  attached hereto or
any continuation thereof; provided that no failure by the Bank to make, or delay
in making,  such  recording or endorsement  shall affect the  obligations of the
Company under this Note.

                  This  Note  is one  of  the  Notes  referred  to in  the  Loan
Agreement  dated as of November  __, 1995 (as amended and in effect from time to
time,  the  "Loan  Agreement")  among  the  Company,  the  banks  named  therein
(including the Bank), and LTCB Trust Company,  as Agent,  providing for Loans to
the Company in Dollars, and evidences a Loan made by the Bank thereunder. Except
as otherwise expressly defined in this Note, capitalized terms used in this Note
have the respective meanings assigned to them in the Loan Agreement.




                                       -1-




<PAGE>



                  The  Loan  Agreement  provides  for  the  acceleration  of the
maturity of this Note upon the occurrence of certain events and for  prepayments
of the Loans upon the terms and conditions specified therein.

                  The  Company  agrees  to pay all costs of  collection  in case
default is made in any payment under this Note.

                  The Company hereby waives diligence,  presentment, protest and
all notices and demands whatsoever in respect of this Note.

                  THIS NOTE SHALL BE GOVERNED  BY AND  CONSTRUED  IN  ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

                                            COCA-COLA BOTTLING CO.
                                              CONSOLIDATED


                                            By
                                                 Title:




                                       -2-




<PAGE>



                                      LOAN



         Amount             Unpaid
         Paid or           Interest         Principal                  Notation
         Prepaid            Period           Amount                    Made By



                                       -3-




<PAGE>



                                                                      EXHIBIT B


                   [Form of Opinion of Counsel to the Company]



                                                     _____________, 19__







To the Agent and Banks
         parties to the Loan
         Agreement referred
         to below

Gentlemen:

                  We  have   acted  as  counsel  to   Coca-Cola   Bottling   Co.
Consolidated,  a Delaware  corporation (the  "Company"),  in connection with the
Loan Agreement dated as of November ___, 1995 (the "Loan  Agreement")  among the
Company,  the banks named  therein (the "Banks") and LTCB Trust Company as agent
for the Banks (in such  capacity,  the  "Agent"),  which  provides,  among other
things, for loans to be made to the Company in the aggregate principal amount of
up to  $170,000,000.  Capitalized  terms used herein and not defined herein have
the meanings assigned to them by or pursuant to the terms of the Loan Agreement.

                  In  rendering  the  opinion  hereinafter  set  forth,  we have
examined  executed  copies  of the  Loan  Agreement  and the  Notes  and we have
examined and relied upon  originals or photo static or certified  copies of such
corporate  records,  certificates  of officers of the Company,  certificates  or
telexes  of  public  officials,   and  such  other  agreements,   documents  and
instruments  as we have  deemed  relevant  and  necessary  as the  basis for the
opinions  hereinafter  expressed.  In  such  examination,  we have  assumed  the
genuineness  of all signatures of all parties (other than those on behalf of the
Company  to the extent we have  witnessed  them),  the  conformity  to  original
documents of all copies  submitted to us as certified,  conformed or photostatic
copies and the legal  competence of each individual  (other than officers of the
Company)  executing  any  document.  As to any  opinion  below  relating  to the
existence,   qualification   or  good  standing  of  any   corporation   in  any
jurisdiction,  our  opinion  relies  entirely  upon  and  is  limited  by  those
certificates  of  public  or  governmental   officials  obtained  in  connection
therewith and delivered to you and assumes that such  certificates were accurate
and properly given.

                  We have relied, in whole or in part, upon  representations  of
the management of the Company and have assumed, without independent inquiry, the
completeness  and  accuracy of those  representations  as to all matters of fact
(including  factual  conclusions  and   characterizations  and  descriptions  of
purpose, intention or other state of mind) regarding the Company relevant to:



                                       -1-




<PAGE>



the  opinion as to breach,  default or  creation of any  Mortgage  expressed  in
paragraph 2; the opinion as to the execution and delivery of the Loan  Agreement
and the Notes (only insofar as we have not witnessed the same, and not as to the
capacity  of the  signing  officers)  expressed  in  paragraph  3;  the  opinion
expressed in paragraph  4, other than as to  proceedings  of which we are aware;
and the facts supporting the legal conclusions in paragraphs 6 and 7.

                  The  opinions  herein are limited to the  federal  laws of the
United  States,  the laws of the States of Tennessee and North  Carolina and the
corporate laws of the State of Delaware, and without limiting the foregoing,  no
opinion is expressed  herein with respect to the laws of any other  jurisdiction
or with  respect to the effect of any such laws on the matters  with  respect to
which opinions are given herein.  We are opining solely on those items expressly
stated herein and no opinion  should  otherwise be implied from the text hereof.
Except as otherwise  expressly  provided  herein,  we are relying  solely on the
written documents  effectuating the transaction and are neither  considering nor
expressing an opinion regarding the effects, if any, of any parol evidence, oral
or written, that a court might consider.  When the opinions expressed herein are
subject  to a  knowledge  standard,  this  means  the  actual  knowledge  of our
attorneys.

                  Each opinion set forth below relating to the enforceability of
any  agreement  or  instrument  against the Company is subject to the  following
general qualifications:

                  (i) as to any instrument  delivered by the Company,  we assume
         that the Company has received the agreed upon consideration therefor;

                  (ii) as to any  agreement to which the Company is a party,  we
         assume that such agreement has been duly executed by and is the binding
         obligation of each other party thereto;

                  (iii) the validity,  binding nature or  enforceability  of any
         obligation  of the  Company may be limited by  bankruptcy,  insolvency,
         reorganization,  moratorium,  marshalling  or other laws  affecting the
         enforcement generally of creditors' rights and remedies (including such
         as may deny  giving  effect  to  waivers  of  debtors'  or  guarantors'
         rights);

                  (iv) the validity,  binding  nature or  enforceability  of any
         obligation or term of the Loan Agreement or the Notes may be subject to
         general principles of equity, whether at law or in equity; and

                  (v)  the  acceptance  by  the  North  Carolina  courts  of the
         jurisdiction  of the  courts of New York and the waiver of the right to
         jury trial,  and the  necessity of the Agent or the Banks to qualify to
         do business in North Carolina in order to enforce the Loan Agreement or
         the Notes may be subject to the  discretion  of the court  before which
         any proceeding raising such issues may be brought.

                  Based upon the foregoing, we are of the opinion that:

                  1. The Company is a  corporation  duly  incorporated,  validly
existing and in good standing  under the laws of the State of Delaware,  is duly
qualified to transact business in the States of Delaware,  Tennessee,  Virginia,
North Carolina and South Carolina and has the



                                       -2-


<PAGE>



necessary  corporate  power to make and perform the Loan Agreement and the Notes
and to borrow under the Loan Agreement.

                  2. The  making  and  performance  by the  Company  of the Loan
Agreement  and the Notes,  the  borrowing of the full amount of the  Commitments
under  the  Loan  Agreement  and  the  consummation  of the  other  transactions
contemplated by each of the foregoing have been duly authorized by all necessary
corporate  action  (including,  without  limitation,  any necessary  shareholder
action);  do not and  will not  violate  any  provision  of its  certificate  of
incorporation  or bylaws;  do not violate  any  provision  of law or  regulation
applicable  to the Company or any of its assets,  revenues or other  properties;
and do not and will not  result in the  breach  of, or  constitute  a default or
require any consent under, or result in the creation of any Mortgage upon any of
the  assets,  revenues  or  other  properties  of  the  Company  or  any  of its
Subsidiaries  pursuant to, any indenture,  loan or credit  agreement,  guaranty,
mortgage,  security  agreement,  bond,  note or other agreement or instrument to
which the  Company or any  Subsidiary  is a party or by which the Company or any
Subsidiary or its respective  assets,  revenues or other properties may be bound
where the  occurrence of which either  individually  or in the  aggregate  could
reasonably  be  expected  to have a  material  adverse  effect on the  business,
operations, properties, assets or financial condition of the Company.

                  3.  Each of the Loan  Agreement  and the  Notes  has been duly
executed  and  delivered  by the Company  and, if North  Carolina law were to be
applied to the Loan  Agreement and the Notes  notwithstanding  the choice of New
York law to apply thereto,  constitutes the legal,  valid and binding obligation
of the Company enforceable in accordance with its respective terms.

                  4. Except as  disclosed  in Schedule 2 to the Loan  Agreement,
there are no legal or arbitral proceedings,  and no proceedings by or before any
governmental or regulatory  authority or agency,  pending or (to the best of our
knowledge) threatened against or affecting the Company or any Subsidiary, or any
properties or rights of the Company or any Subsidiary, which could reasonably be
expected  to have a material  adverse  effect on the  ability of the  Company to
perform its obligations under the Loan Agreement or the Notes.

                  5. No authorizations,  consents,  approvals or licenses of, or
filings or  registrations  with,  any  governmental  or regulatory  authority or
agency are required in connection with the execution, delivery or performance by
the Company of the Loan Agreement or the Notes.

                  6. Neither the Company nor any of its  Subsidiaries is, nor is
any of them "controlled  by", an "investment  company" within the meaning of the
Investment Company Act of 1940, as amended.

                  7.  Neither  the  Company  nor  any of its  Subsidiaries  is a
"holding  company",  nor is any of them a  "subsidiary  company"  of a  "holding
company", within the meaning of the



                                       -3-




<PAGE>



Public  Utility  Holding  Company Act of 1935, as amended,  nor is any of them a
public utility under any North Carolina law.

                  8. In accordance  with current  interpretations  of applicable
North Carolina law and assuming that the Agent and each Bank only have executed,
delivered and performed under the Loan Agreement and the Notes and have taken no
other actions pursuant to the  transactions  herein discussed or otherwise which
would require them to qualify to do business in the State of North Carolina,  in
order for the Agent or any Bank to enforce its rights  under the Loan  Agreement
and the Notes in the North Carolina courts, it is not necessary for the Agent or
any Bank to qualify to do business, as a foreign bank or otherwise, in the State
of North Carolina,  nor will any of them be deemed to be doing business in North
Carolina solely by reason of the execution, delivery or performance by any party
of the Loan Agreement or the Notes.

                  9. In accordance  with current  interpretations  of applicable
North  Carolina law, the choice of New York law to govern the Loan Agreement and
the Notes is a valid  choice of law and should be given  effect by the courts of
North Carolina.

                  We point out the  enforceability  of the indemnity  provisions
contained in the Loan Agreement may be limited by applicable  securities laws or
public policy.

                  The  opinion  set forth above is solely for the benefit of the
Agent  and the  Banks  and that of their  respective  counsels,  successors  and
assigns,  may not be quoted,  circulated or  published,  in whole or in part, or
furnished to or relied upon in any manner by any other Person  without our prior
written authorization.  Furthermore, this opinion is given to you as of the date
hereof and we assume no  obligation  to advise you of changes that may hereafter
be brought to our attention.

                                                     Very truly yours,




                                       -4-

</TABLE>