<PAGE>

                                                                   Exhibit 10.41

                                 FIRST AMENDMENT

     THIS FIRST AMENDMENT (this "Amendment") is made as of February 24, 2000, by
and among PIEDMONT COCA-COLA BOTTLING PARTNERSHIP, a Delaware general
partnership (the "Borrower"), the lending institutions signatory hereto (the
"Lenders"), and GENERAL ELECTRIC CAPITAL CORPORATION, as agent (the "Agent", or
in its capacity as a Lender, "GECC"). Capitalized terms not otherwise defined
herein shall be ascribed the meanings set forth in the Loan Agreement (defined
hereafter).

     WHEREAS, Borrower has heretofore entered into that certain Loan Agreement,
dated as of May 28, 1996, with the Lenders and LTCB Trust Company ("LTCB"), as
agent (the "Loan Agreement"), pursuant to which the Lenders have agreed to make
term loans in the amount of $195,000,000 (the "Loan") to the Borrower; and

     WHEREAS, effective October 6, 1999, LTCB has assigned all of its interests
as a Lender under the Loan Agreement to GECC and LTCB has resigned its position
as agent under the Loan Agreement; and

     WHEREAS, effective October 6, 1999, the Agent has been appointed by the
Required Banks to serve as agent under the Loan Agreement in replacement of
LTCB; and

     WHEREAS, in light of the change in agent under the Loan Agreement from LTCB
to Agent, the Borrower has requested that the Agent and the Lenders agree to
amend certain definitions contained in the Loan Agreement and make certain other
modifications to the Loan Agreement and the other Loan Documents as more
particularly set forth below; and

     WHEREAS, the Agent and the Lenders signing this Amendment are willing to
amend such definitions and make certain other modifications to the Loan
Agreement all upon the terms and conditions set forth in this Amendment.

     NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.   Amendment of Definitions. Subject to the terms and conditions of this
     ------------------------
     Amendment, the Loan Agreement and the other Loan Documents are hereby
     amended as follows:

     (a)  The definition of "LIBOR" in Section 1.01 of the Loan Agreement is
          hereby deleted in its entirety and the following is inserted in lieu
          thereof:

               "'LIBOR' shall mean, for any Interest Period, the rate
                 -----
               per annum, as determined by the Agent (rounded upwards,
               if necessary, to the nearest 1/16 of 1%) to be the rate
               for deposits in Dollars for the applicable Interest
               Period which appears on the Telerate Page 3750 at
               approximately 11:00 a.m. London time, two Business Days
               prior to the first day of such Interest Period having a
               term comparable to such

<PAGE>

               Interest Period and in an amount comparable to the
               principal amount of the Loan scheduled to be
               outstanding for such Interest Period. If, for any
               reason, such rate is not available, then 'LIBOR' shall
               mean the rate per annum at which, in the opinion of the
               Agent, Dollars in an amount comparable to the principal
               amount of the Loan scheduled to be outstanding are
               being offered to leading banks for settlement in the
               London interbank market at approximately 11:00 a.m.
               London time, two Business Days prior to the first day
               of such Interest Period having a term comparable to
               such Interest Period."

     (b)  The definition of "Prime Rate" in Section 1.01 of the Loan Agreement
          is hereby deleted in its entirety and the following is inserted in
          lieu thereof

               "'Prime Rate' shall mean the rate of interest from day
                 ----------
               to day announced by the Agent as the higher on that day
               of (i) the rate publicly quoted from time to time by
               The Wall Street Journal in the Money Rates section as
               -----------------------
               the 'prime rate' (or, if The Wall Street Journal ceases
                                        -----------------------
               quoting a prime rate, the highest per annum rate of
               interest published by the Federal Reserve Board in
               Federal Reserve statistical release H.15 (519) entitled
               'Selected Interest Rates' as the bank prime loan rate
               or its equivalent), and (ii) the weighted average of
               the interest rates on overnight federal funds
               transactions among members of the Federal Reserve
               System plus fifty (50) basis points per annum. Each
               change in any interest rate provided for herein or in
               the Notes based upon the Prime Rate resulting from a
               change in the Prime Rate shall take effect at the time
               of such change in the Prime Rate."

     (c)  The definition of "Reference Banks" in Section 1.01 is hereby deleted
          in its entirety. Any reference to the term "Reference Banks" elsewhere
          in the Loan Documents shall be deemed to be a reference to Agent.

     (d)  Any reference in any of the Loan Documents to LTCB shall be deemed to
          be a reference to GECC.

2.   Change of Notice Address; Lending Offices. The notice address for each of
     -----------------------------------------
     Agent and GECC shall be as follows:

                                      -2-

<PAGE>

     Address:                3379 Peachtree Road, Northeast

                             Suite 600

                             Atlanta, Georgia 30326

     Telex No.:

     Telecopier No.: (404) 262-9034

     Telephone No.:  (404) 814-3100

     Attention:              Ms. Elaine Moore, Senior Vice President

The Lending Office (LIBOR) of GECC shall be as follows:

     Address:                3379 Peachtree Road, Northeast

                             Suite 600

                             Atlanta, Georgia 30326

The Lending Office (Base Rate) of GECC shall be as follows:

     Address:                3379 Peachtree Road, Northeast

                             Suite 600

                             Atlanta, Georgia 30326

3.   Representations and Warranties. The Borrower hereby represents and warrants
     ------------------------------
     to the Agent and the Lenders that (a) this Amendment has been duly
     authorized, executed and delivered by the Borrower, (b) no Default or Event
     of Default has occurred and is continuing as of this date, and (c) all of
     the representations and warranties made by the Borrower Sections 7.01
     through 7.03, 7.07 through 7.14, 7.16, 7.19 through 7.21, and 7.24 through
     7.25 of the Loan Documents are true and correct in all material respects on
     and as of the date of this Amendment (except to the extent that any such
     representations or warranties expressly referred to a specific prior date).
     Any breach by the Borrower of any of the representations and warranties
     contained in this Section shall be an Event of Default for all purposes
     under the Loan Agreement and the other Loan Documents.

4.   Conditions Precedent. The effectiveness of the amendments in Section 1 of
     --------------------
     this Amendment shall be conditioned upon receipt by the Agent of the
     following (or upon the written waiver thereof approved and executed by the
     Agent and the Required Banks, in their respective discretion):

                                      -3-

<PAGE>

     (a)  The Agent shall have received a certificate of an appropriate officer
          of the Borrower, in form and substance satisfactory to the Agent, with
          respect to (i) the organizational documents of the Borrower, (ii) the
          resolutions authorizing the execution, delivery and performance of
          this Amendment and all documents executed and delivered to the Agent
          in connection therewith and (iii) the incumbency of officers of such
          Credit Party authorized to execute and deliver this Amendment.

     (b)  The Agent shall have received evidence satisfactory to it of the
          Borrower's existence and good standing in its jurisdiction of
          formation.

     (c)  The Agent shall have received an opinion of counsel to the Borrower
          regarding (i) the due authorization and execution of the this
          Amendment, (ii) the enforceability of this Amendment and (iii) such
          other matters as may be requested by the Agent or the Required Banks,
          all in form and substance satisfactory to the Agent and the Required
          Banks.

     (d)  The Agent shall have received such other documents, certificates and
          instruments as the Agent may reasonably request.

     (e)  The Agent shall have received all fees and expenses incurred by the
          Agent in connection with the negotiation, preparation and execution of
          this Amendment including, without limitation, the legal fees and other
          out of pocket expenses of the Agent.

5.   Ratification. The Borrower hereby ratifies and reaffirms each and every
     ------------
     term, covenant and condition set forth in the Loan Agreement and all other
     documents delivered by the Borrower in connection therewith (including
     without limitation the other Loan Documents to which the Borrower is a
     party), effective as of the date hereof.

6.   Estoppel. To induce the Agent and the Lenders to enter into this Amendment,
     --------
     the Borrower hereby acknowledges and agrees that, as of the date hereof,
     there exists no right of offset, defense or counterclaim in favor of the
     Borrower as against the Agent or any Lender with respect to the obligations
     of the Borrower to the Agent or any Lender under the Loan Agreement or the
     other Loan Documents, either with or without giving effect to this
     Amendment. The Borrower hereby confirms its obligation to repay the entire
     outstanding principal balance of the Loan, together with all interest
     accrued thereon, and any other charges and fees now due or hereafter
     becoming due to Agent or any Lender, all in accordance with the provisions
     of the Loan Agreement and the other Loan Documents.

7.   Effectiveness of this Amendment. All of the provisions of this Amendment
     -------------------------------
     shall be effective immediately upon the delivery to the Agent of this
     Amendment executed by the Borrower, the Agent and the requisite number of
     Lenders whose consent is required under the Loan Agreement to effect the
     amendments herein.

                                      -4-

<PAGE>

8.   Reimbursement of Expenses. The Borrower agrees that it shall reimburse the
     -------------------------
     Agent on demand for all costs and expenses (including, without limitation,
     reasonable attorney's fees) actually incurred by the Agent in connection
     with the negotiation, preparation and execution of the Amendment and all
     documents executed and delivered to the Agent in connection therewith. The
     reimbursement obligations under this Amendment shall constitute Obligations
     under the Loan Agreement.

9.   Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
     -------------
     ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

10.  Severability of Provisions. Any provision of this Amendment which is
     --------------------------
     prohibited or unenforceable in any jurisdiction shall, as to such
     jurisdiction, be ineffective to the extent of such prohibition or
     unenforceability without invalidating the remaining provisions hereof or
     affecting the validity or enforceability of such provision in any other
     jurisdiction. To the extent permitted by applicable law, the Borrower
     hereby waives any provision of law that renders any provision hereof
     prohibited or unenforceable in any respect.

11.  Successors and Assigns; Counterparts; Facsimile Delivery. This Amendment
     --------------------------------------------------------
     shall be binding upon all parties hereto, their successors and permitted
     assigns. This Amendment may be executed in any number of counterparts, each
     of which shall be deemed to be an original but all of which together shall
     be deemed to be one instrument. This Amendment may be delivered by
     facsimile transmission with the same effect as if originally executed
     counterparts of this Amendment were delivered to all parties hereto.

                                      -5-

<PAGE>
12.  Entire Agreement. The Loan Agreement and the other Loan Documents, as
     ----------------
     amended by this Amendment, embody the entire agreement among the parties
     hereto relating to the subject matter hereof and supersede all prior
     agreements, representations and understandings, if any, relating to the
     subject matter hereof.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their respective officers thereunto duly authorized, as of the date
first above written.

BORROWER:                                  AGENT:
--------                                   -----

PIEDMONT COCA-COLA BOTTLING COMPANY        GENERAL ELECTRIC CAPITAL CORPORATION
PARTNERSHIP, a Delaware general
partnership,

By: Coca Cola Bottling Co. Consolidated,
a Delaware corporation, being the Manager
of the Borrower, duly authorized by each
of the general partners of the Borrower

<TABLE>
<CAPTION>

<S>                                        <C>
By: /s/ CLIFFORD M. DEAL, III              By: /s/ ELAINE L. MOORE
   --------------------------------------     ----------------------------------
Name:  Clifford M. Deal, III               Name:  Elaine L. Moore
Title: VP & Treasurer                      Title: SVP

GENERAL ELECTRIC CAPITAL CORPORATION,      COMMERZBANK AG, as Lender
as Lender                                  NEW YORK AND GRAND CAYMAN BRANCHES


By: /s/ ELAINE L. MOORE                    By: /s/ HARRY P. YERGEY     /s/ W. DAVID SUTTLES
   --------------------------------------     ---------------------------------------------
Name:  ELAINE L. MOORE                     Name:  Harry P. Yergey      W. David Suttles
Title: SVP                                 Title: SVP & Manager        Vice President

  W. DAVID SUTTLES
  ----------------
  W. David Suttles
  Vice President
</TABLE>


CREDIT SUISSE FIRST BOSTON, as Lender      DEUTSCHE BANK AG, New York and/or
                                           Cayman Islands branches, as Lender



By: /s/ ROBERT N. FINNEY  THOMAS G. MUOIO  By: /s/ SUSAN L. PEARSON
   --------------------------------------     ----------------------------------
Name:  Robert N. Finney   Thomas G. Muoio  Name:  Susan L. Pearson
Title: Managing Director  Vice President   Title: Director

                                           /s/ ALEXANDER KAROW
                                           -------------------------------------
                                           Alexander Karow
                                           Assistant Vice President

                                      -6-

<PAGE>

<TABLE>
<CAPTION>


<S>                                           <C>

DG BANK, as Lender                            FLEET NATIONAL BANK, as Lender



By: /s/ J.W. SOMERS    /s/ KURT A. MORRIS     By:  /s/ THOMAS ENGELS
   --------------------------------------     ----------------------------------
Name:  J.W. Somers     Kurt A. Morris         Name:  Thomas Engels
Title: S.V.P.          Vice President         Title: Sr. Vice President



INDUSTRIAL BANK OF JAPAN, LTD., as Lender  KBC BANK, as Lender




By: /s/ MINAMI MICRA                          By: /s/ ROBERT SNAUFFER        /s/ PATRICK A. JANSSENS
   --------------------------------------        ---------------------------------------------------
Name:   Minami Micra                          Name:   Robert Snauffer        Patrick A. Janssens
Title:  Vice President                        Title:  First Vice President   Vice President



SOCIETE GENERALE, as Lender                   WACHOVIA BANK OF NORTH
                                              CAROLINA, N.A., as Lender



By: /s/ ROBERT PETERSEN                       By: /s/ CHRISTOPHER L. FINCHER
   --------------------------------------         ----------------------------------
Name:   Robert Petersen                       Name:   Christopher L. Fincher
Title:  Vice President                        Title:  Senior Vice President
</TABLE>


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