<PAGE>



                              AMENDED AND RESTATED
                                CREDIT AGREEMENT



                          Dated as of December 21, 1995


                                      among


                      COCA-COLA BOTTLING CO. CONSOLIDATED,



                  THE BANKS NAMED ON THE SIGNATURE PAGES HERETO



                                       and



                               NATIONSBANK, N.A.,
                     as Administrative and Syndication Agent


                                       and


             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                             as Documentation Agent




<PAGE>



                      AMENDED AND RESTATED CREDIT AGREEMENT

                       COCA-COLA BOTTLING CO. CONSOLIDATED

                                Table of Contents
<TABLE>
<CAPTION>

                                                                                                               Page

<S>         <C>                                                                                                <C>
SECTION 1.      DEFINITIONS....................................................................................  3
         1.01.  Certain Definitions.............................................................................  3
         1.02.  Construction.................................................................................... 14
         1.03.  Accounting Principles........................................................................... 15

SECTION 2.      THE LOANS....................................................................................... 17
         2.01.  Revolving Loans................................................................................. 17
         2.02.  Competitive Bid Loans........................................................................... 17
         2.03.  Available Amounts of Loans...................................................................... 23
         2.04.  Borrowing, Repayment and Reborrowing of
                Revolving Loans; Pro Rata Sharing of
                Revolving Loans................................................................................. 23
         2.05.  The Notes....................................................................................... 24
         2.06.  Making of Revolving Loans; Standard Notice...................................................... 25
         2.07.  Facility Fees; Termination or Reduction of
                Commitments..................................................................................... 26
         2.08.  Agent's Fees.................................................................................... 27
         2.09.  Interest Rates; Maturity Periods Etc. for
                Revolving Loans................................................................................. 27
         2.10.  Prepayments..................................................................................... 31
         2.11.  Interest Payment Dates.......................................................................... 32
         2.12.  Pro Rata Treatment and Payments................................................................. 32
         2.13.  Additional Compensation in Certain
                Circumstances................................................................................... 33
         2.14.  Regulation D Costs.............................................................................. 35
         2.15.  Funding by Branch, Subsidiary or Affiliate...................................................... 35
         2.16.  Extension of Expiration Dates................................................................... 36

SECTION 3.  REPRESENTATIONS AND WARRANTIES...................................................................... 37
         3.01.  Financial Condition............................................................................. 37
         3.02.  No Adverse Change............................................................................... 37
         3.03.  Corporate Existence; Compliance with Law........................................................ 37
         3.04.  Corporate Power; Authorization; Enforceable
                Obligations..................................................................................... 38
         3.05.  No Legal Bar.................................................................................... 38
         3.06.  No Material Litigation.......................................................................... 38
         3.07.  No Default...................................................................................... 38
         3.08.  Taxes  ......................................................................................... 39
         3.09.  Subsidiaries.................................................................................... 39
         3.10.  Material Agreements............................................................................. 39
         3.11.  Indebtedness and Contingent Obligations......................................................... 39
         3.12.  Pension-Related Matters......................................................................... 39
         3.13.  Federal Regulations............................................................................. 40
         3.14.  Investment Company Act.......................................................................... 40
         3.15.  Pari Passu Status............................................................................... 40

                                        i

<PAGE>




SECTION 4.      CONDITIONS OF EFFECTIVENESS..................................................................... 41
         4.01.  Initial Set of Loans. .......................................................................... 41
         4.02.  Subsequent Loans.  ............................................................................. 42

SECTION 5.      AFFIRMATIVE COVENANTS........................................................................... 44
         5.01.  Financial Statements............................................................................ 44
         5.02.  Certificates; Other Information................................................................. 44
         5.03.  Visitation...................................................................................... 45
         5.04.  Preservation of Existence and Franchises........................................................ 45
         5.05.  Insurance....................................................................................... 45
         5.06.  Maintenance of Properties....................................................................... 45
         5.07.  Payment of Taxes and Other Potential
                Charges and Priority Claims; Payment of
                Other Current Liabilities....................................................................... 46
         5.08.  Continuation of Business........................................................................ 46
         5.09.  Use of Loan Proceeds............................................................................ 46
         5.10.  Notice of Pension-Related Events................................................................ 47
         5.11.  Notices of Events of Default, Levies Etc........................................................ 47

SECTION 6.      NEGATIVE COVENANTS.............................................................................. 49
         6.01.  Financial Maintenance Covenants................................................................. 49
         6.02.  Liens  ......................................................................................... 49
         6.03.  Guarantees...................................................................................... 50
         6.04.  Investments..................................................................................... 50
         6.05.  Dispositions of Assets.......................................................................... 51
         6.06.  Material Agreements............................................................................. 52
         6.07.  Compliance with Federal Reserve Regulations..................................................... 53
         6.08.  Merger ......................................................................................... 53
         6.09.  Fiscal Periods.................................................................................. 53
         6.10.  Indebtedness of Subsidiaries.................................................................... 54

SECTION 7.      DEFAULTS........................................................................................ 55
         7.01.  Events of Default............................................................................... 55
         7.02.  Rights of Set-Off............................................................................... 57

SECTION 8.      THE AGENT....................................................................................... 59
         8.01.  Appointment..................................................................................... 59
         8.02.  Delegation of Duties............................................................................ 59
         8.03.  Nature of Duties; Independent Credit
                Investigation................................................................................... 59
         8.04.  Actions in Discretion of Agent; Instructions
                from Required Banks............................................................................. 59
         8.05.  Exculpatory Provisions.......................................................................... 60
         8.06.  Reimbursement and Indemnification............................................................... 60
         8.07.  Reliance by Agent............................................................................... 60
         8.08.  NationsBank, N.A. in its Individual Capacity.................................................... 61
         8.09.  Holders of Notes................................................................................ 61
         8.10.  Successor Agent................................................................................. 61

SECTION 9.      MISCELLANEOUS................................................................................... 62
         9.01.  Equalization of Banks........................................................................... 62
         9.02.  No Implied Waiver; Cumulative Remedies;
                Writing Required; Attorney's Fees in

                                                        ii

<PAGE>


                Certain Circumstances........................................................................... 62
         9.03.  Taxes  ......................................................................................... 62
         9.04.  Modifications, Amendments or Waivers............................................................ 63
         9.05.  Notices......................................................................................... 63
         9.06.  Reimbursement for Certain Expenses.............................................................. 64
         9.07.  Severability.................................................................................... 64
         9.08.  Consent to Jurisdiction; Waiver of Jury Trial................................................... 64
         9.09.  Governing Law................................................................................... 65
         9.10.  Prior Understandings............................................................................ 65
         9.11.  Survival........................................................................................ 65
         9.12.  Binding Effect.  ............................................................................... 65
         9.13.  Assignments and Participations.................................................................. 65
         9.14.  Headings; Table of Contents..................................................................... 67
         9.15.  Counterparts.................................................................................... 68

EXHIBIT A              Applicable Commitment Percentage
EXHIBIT B              Form of Assignment and Acceptance
EXHIBIT C              Form of Note for Revolving Loans
EXHIBIT D              Form of Note for Competitive Bid Loans
EXHIBIT E              Form of Competitive Bid Quote Request
EXHIBIT F              Form of Competitive Bid Quote
EXHIBIT G              Opinion of Counsel
EXHIBIT H              Margin Certificate

SCHEDULE 1             Certain Material Litigation
SCHEDULE 2             Subsidiaries
SCHEDULE 3             Material Agreements
SCHEDULE 4             Material Indebtedness and Contingent Liabilities
SCHEDULE 5             Material Liens
SCHEDULE 6             Existing Subsidiaries Guaranties
</TABLE>


                                       iii

<PAGE>



                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


         THIS AMENDED AND RESTATED  CREDIT  AGREEMENT,  dated as of December 21,
1995, by and among COCA-COLA BOTTLING CO.  CONSOLIDATED,  a Delaware corporation
(hereinafter  called the  "Company"),  the banks  named on the  signature  pages
hereto and each other bank which may hereafter execute and deliver an instrument
of  assignment  with respect to this  Agreement  pursuant to Section 9.13 hereof
(hereinafter   each  called  a  "Bank"  and  collectively   the  "Banks"),   and
NATIONSBANK,  N.A.  (formerly known as NationsBank of North  Carolina,  National
Association),  as Administrative  and Syndication Agent for the Banks under this
Agreement and related  documentation  (hereinafter  in such capacity  called the
"Agent")  and  BANK OF  AMERICA  NATIONAL  TRUST  AND  SAVINGS  ASSOCIATION,  as
Documentation Agent;

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

         WHEREAS,  the Company,  the Banks signatories thereto, and NationsBank,
N.A.,  acting as agent,  entered into a Credit  Agreement  dated as of March 17,
1992,  as amended  (the  "Prior  Agreement")  pursuant  to which the banks party
thereto  (the  "Prior  Lenders")  have agreed to make from time to time and have
made loans to the Company of up to $170,000,000; and

         WHEREAS,  the Company has  requested  that the Banks agree to amend and
restate the Prior Agreement in its entirety as provided herein;

         NOW,  THEREFORE,  the parties hereto,  in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:




<PAGE>



                            AMENDMENT AND RESTATEMENT

         The  Company,  the  Agent  and the  Banks  hereby  agree  that upon the
effectiveness of this Agreement, the terms and provisions of the Prior Agreement
shall be and hereby are amended and restated in their  entirety by the terms and
conditions  of  this  Agreement  and  the  terms  and  provisions  of the  Prior
Agreement,  except as otherwise  provided  herein,  shall be  superseded by this
Agreement.

         Notwithstanding the amendment and restatement of the Prior Agreement by
this  Agreement,  the Company  shall  continue to be liable to the Prior Lenders
with respect to agreements on the part of the Company under the Prior  Agreement
to indemnify and hold  harmless the Banks from and against all claims,  demands,
liabilities,  damages,  losses,  costs,  charges and expenses to which the Prior
Lenders may be subject  arising in  connection  with the Prior  Agreement.  This
Agreement  is  given  as a  substitution  of,  and  not  as a  payment  of,  the
obligations  of  Borrower  under  the Prior  Agreement  and is not  intended  to
constitute a novation of the Prior  Agreement.  Upon the  effectiveness  of this
Agreement,  all  amounts  outstanding  and  owing by  Company  under  the  Prior
Agreement as of the Closing Date, as determined by the Banks,  shall  constitute
Loans hereunder.





                                        2

<PAGE>



         SECTION 1.  DEFINITIONS

         1.01. Certain Definitions. In addition to other words and terms defined
elsewhere  in this  Agreement,  the  following  words and terms  shall  have the
following  meanings,  respectively,  unless the context hereof clearly  requires
otherwise:

         "Absolute Rate" shall have the meaning assigned to such term in Section
2.02(d)(ii)(D) hereof.

         "Absolute Rate Auction" shall mean a  solicitation  of Competitive  Bid
Quotes setting forth Absolute Rates pursuant to Section 2.02 hereof.

         "Absolute  Rate Loan" or  "Absolute  Rate Loans"  shall mean any or all
Competitive Bid Loans the interest rates of which are determined on the basis of
Absolute Rates pursuant to an Absolute Rate Auction.

         "Agreement" shall mean this Amended and Restated Credit Agreement dated
as of December 21, 1995 as it may be  hereafter  further  amended in  accordance
with its terms.

         "Applicable  Commitment  Percentage"  shall mean,  for each Bank,  with
respect to the Loans hereunder,  a fraction, the numerator of which shall be the
then amount of such Bank's  Commitment and the denominator of which shall be the
Total Commitment, which Applicable Commitment Percentage for each Bank as of the
Effective  Date is as set forth in  Exhibit A attached  hereto and  incorporated
herein by this reference; provided, that the Applicable Commitment Percentage of
each Bank shall be increased or  decreased to reflect any  assignments  to or by
such Bank effected in accordance with Section 9.13 hereof.

         "Applicable  Margin"  means for each  LIBOR-Rate  Loan the  interest on
which is computed by reference to the  LIBOR-Rate  and the Facility  Fee, as the
case may be, (i) for the period from the  Effective  Date  through the fifth day
following  the date of  receipt  by the  Agent of a  Compliance  Certificate  in
respect  of the  fiscal  period  of the  Borrower  and its  Subsidiaries  ending
December 31, 1995,  22.5 basis points per annum in the case of a LIBOR-Rate Loan
and 12.5 basis points in the case of the Facility Fee, and (ii)  thereafter that
number of basis points per annum set forth below,  which shall be (a) determined
as of the end of each  fiscal  quarter  of the  Company  (each a  "Determination
Date") and  furnished  to the Agent not later than the time set forth in Section
5.01  hereof  (the  "Calculation  Date") and (c)  applicable  from the fifth day
following the receipt of a Compliance  Certificate until the fifth day following
receipt of a Compliance  Certificate in respect of a subsequent  fiscal quarter,
based upon the lower Applicable  Margin as determined by either (X) Consolidated
Funded  Indebtedness/Cash  Flow  Ratio  as at the  Determination  Date  for  the
four-quarter period

                                        3

<PAGE>



of the Company ended at the  Determination  Date or (Y) the highest Debt Rating,
as specified below:

<TABLE>
<CAPTION>

                                                                                          Applicable Margin

       Funded Indebtedness/                         Debt Rating
         Cash Flow Ratio               or           S&P/Moody's                  LIBOR-Rate                 Facility Fee
<S>                                            <C>                      <C>                           <C>
a)     Greater than or                         a)        --             37.5 basis points             25 basis points
       Equal to 5.00 to
       1.00

b)     Less than 5.00 to                       b)     BBB-/Baa3         25                            15
       1.00 but Greater
       than or Equal to
       4.00 to 1.00

c)     Less than 4.00 to                       c)     BBB/Baa2          22.5                          12.5
       1.00 but Greater
       than or Equal to
       3.00 to 1.00

d)     Less than 3.00 to                       d)     BBB+/Baa1         20                            10
       1.00 but Greater
       than or Equal to
       2.00 to 1.00

e)     Less than 2.00 to                       e)     A/A2 or           17                            8
       1.00                                           better
</TABLE>


         "Agreement"  shall mean this Amended and Restated  Credit  Agreement as
the same may be further amended, modified or supplemented from time to time.

         "Assignment and Acceptance"  shall mean an Assignment and Acceptance in
the form of  Exhibit  B (with  blanks  appropriately  filled  in)  delivered  in
connection  with an  assignment  of a portion  of a Bank's  interest  under this
Agreement pursuant to Section 9.13.

         "Business  Day" shall mean (i) with  respect  to the  selection  of the
LIBOR-Rate  Option,  prepayment  of  any  part  of a  Set  of  LIBORRate  Loans,
determining the first or last day of any LIBOR-Rate  Maturity Period, the giving
of notices or quotes in connection with a Euro Auction or a payment of principal
of or interest  on, or the  Interest  Period for, a  Euro-based  Loan, a day for
dealings  in  deposits  in  Dollars by and among  banks in the London  interbank
market and on which  commercial  banks are open for domestic  and  international
business  in  Charlotte,  North  Carolina  and New York,  New York and (ii) with
respect to selection of any other  interest rate Option,  prepayment of any part
of any other Set of Revolving  Loans,  determining  the first or last day of any
other Maturity Period, the giving of notices or quotes in connection with a Euro
Auction,  or a payment of principal  of or interest  on, or the Interest  Period
for, a  Competitive  Bid Loan and in every other  context,  any day other than a
Saturday,  Sunday or other day on which banking  institutions  are authorized or
obligated to close in Charlotte, North Carolina or New York, New York.


                                        4

<PAGE>



         "Capitalized  Lease" shall mean any lease  which,  in  accordance  with
GAAP,  is required to be  capitalized  on the balance  sheet of the lessee,  and
"Capitalized  Lease  Obligations" of any person shall mean the aggregate  amount
which, in accordance with GAAP, is required to be reported as a liability on the
balance sheet of such person as lessee under a Capitalized Lease.

         "Cash  Flow/Fixed  Charges Ratio" shall mean, in respect of any period,
the ratio of the  amount  of  Consolidated  Cash  Flow for the four most  recent
fiscal  quarters  of the  Company to  Consolidated  Fixed  Charges  for the same
period.

         "Code" means the Internal  Revenue  Code of 1986,  as amended,  and any
successor statute of similar import, and regulations thereunder, in each case as
in  effect  from  time to time.  References  to  sections  of the Code  shall be
construed to also refer to any successor sections.

         "Commitment"  shall have the  meaning  assigned to that term in Section
2.01 hereof.

         "Competitive  Bid Borrowing"  has the meaning  assigned to such term in
Section 2.02(b) hereof.

         "Competitive  Bid Loan" or "Competitive  Bid Loans" means any or all of
the Loans described in Section 2.02 hereof.

         "Competitive Bid Maturity Date" shall have the meaning assigned to such
term in Section 2.02(j) hereof.

         "Competitive  Bid Notes" means,  collectively,  the promissory notes of
the Company with respect to  Competitive  Bid Loans provided for by Section 2.02
hereof  executed  and  delivered  to the Banks as  provided  in Section  2.04(c)
substantially in the form attached hereto as Exhibit C and  incorporated  herein
by reference,  with  appropriate  insertions as to dates and names of Banks, and
all promissory  notes delivered in substitution  or exchange  therefor,  in each
case as the same shall be amended,  modified or supplemented  and in effect from
time to time.

         "Competitive  Bid  Quote"  means an offer in  accordance  with  Section
2.02(d)  hereof  by a Bank  to make a  Competitive  Bid  Loan  with  one  single
specified interest rate.

         "Competitive  Bid Quote Request" has the meaning  assigned to such term
in Section 2.02(b) hereof.

         "Compliance  Certificate"  means a certificate in the form of Exhibit H
attached hereto.

         "Consolidated  Cash Flow" shall mean Consolidated  Operating Income for
the applicable period plus any amounts deducted for depreciation,  amortization,
operating  lease  expense,  and  discounts  


                                        5

<PAGE>


in time drafts or commercial  paper created under the accounts  receivable sales
program in determining Consolidated Operating Income.

         "Consolidated  Fixed Charges" shall mean, in respect of any period, the
sum of (i) Consolidated Net Interest Expense for such period, (ii) the amount of
obligations  of the Company and its  Consolidated  Subsidiaries  as Lessees,  on
leases other than Capitalized Leases, accrued during such period, (iii) payments
made or required to be made by the  Company  and its  Consolidated  Subsidiaries
during such period under agreements providing for or containing covenants not to
compete  and (iv) the amount of  discount  on time  drafts or  commercial  paper
created under the accounts receivable sales program accrued during such period.

         "Consolidated  Funded  Indebtedness" shall mean all Funded Indebtedness
of the Company and its Consolidated Subsidiaries, determined and consolidated in
accordance with GAAP.

         "Consolidated  Funded  Indebtedness/Cash  Flow Ratio"  shall  mean,  in
respect of any period, the ratio of (a) the aggregate amount of (i) Consolidated
Funded Indebtedness and (ii) fifty percent (50%) of every Contingent  Obligation
of the Company and its Consolidated Subsidiaries, determined and consolidated in
accordance with GAAP and (iii) 50% of the greater of (x) the amount on the books
of the  Company  and its  Consolidated  Subsidiaries  reflecting  NonConvertible
Preferred  Stock,  Series A, $100 par value, of the Company and its Consolidated
Subsidiaries and (y) the maximum  aggregate amount of obligations of the Company
and  its  Consolidated   Subsidiaries,   whether  contingent  or  otherwise,  to
repurchase,  redeem  or  otherwise  acquire,  at  the  time  of  calculation  or
thereafter,  such  Non-Convertible  Preferred Stock Series A of the Company or a
Consolidated Subsidiary,  in the case of (i), (ii) and (iii), as of the last day
of said period to (b) the aggregate amount of (i) the Consolidated Cash Flow and
(ii) Acquisition Cash Flow for said period.  For all purposes hereof, the Funded
Indebtedness/Cash   Flow  Ratio  shall  be  calculated  for  a  period  of  four
consecutive  fiscal quarters of the Company ending with the fiscal quarter which
was at the time in question most recently completed.

         "Consolidated Net Income" shall mean, in respect of any period, the net
income of the Company and its Consolidated  Subsidiaries  (after taxes) for such
period, determined and consolidated in accordance with GAAP.


         "Consolidated  Net  Interest  Expense"  shall  mean the  aggregate  net
obligations  for  interest   payments  of  the  Company  and  its   Consolidated
Subsidiaries,  determined and  consolidated in accordance with GAAP,  excluding,
however,  such amounts as arise from the  amortization of capitalized  interest,
discount and fees  reflected as an asset on the  Company's  books and records on
the Effective Date.

                                        6

<PAGE>


         "Consolidated Net Sales" shall mean, in respect of any period,  the net
sales  of the  Company  and  its  Consolidated  Subsidiaries  for  such  period,
determined and consolidated in accordance with GAAP.

         "Consolidated  Operating  Income"  shall  mean  the net  income  of the
Company and its  Consolidated  Subsidiaries,  before any deduction in respect of
interest  or  taxes,  determined  and  consolidated  in  accordance  with  GAAP,
excluding,  however,  extraordinary  items in accordance  with GAAP (which shall
include without limitation,  in any event, any income, net of expenses,  or loss
realized by the Company or any  Consolidated  Subsidiary from any sale of assets
outside  the  ordinary  course of  business,  whether  tangible  or  intangible,
including franchise territories and securities).

         "Consolidated  Subsidiaries"  at any  particular  time shall mean those
Subsidiaries  whose  accounts  are or should be  consolidated  with those of the
Company at such time in accordance with GAAP.

         "Contingent Obligation" shall mean, as to any person, any obligation of
such  person  guaranteeing,  assuming or  endorsing  any  Indebtedness,  leases,
dividends or other obligations ("primary  obligations") of any other person (the
"primary  obligor") in any manner,  whether  directly or  indirectly,  including
without limitation any obligation of such person, whether or not contingent,  to
advance  funds for the purchase or payment of any such primary  obligation or to
maintain  working  capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary  obligor and  including 50%
of any  take or pay  contract;  provided,  however,  that  the  term  Contingent
Obligation  shall  not  include  endorsements  of  instruments  for  deposit  or
collection  in the  ordinary  course of business.  The amount of any  Contingent
Obligation  shall be deemed to be an amount equal to the stated or  determinable
amount of the primary obligation in respect of which such Contingent  Obligation
is  made  (or a  percentage  thereof,  if  applicable)  or,  if  not  stated  or
determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the Company in good faith.

         "Contractual Obligation" shall mean, as to any person, any provision of
any  security  issued  by  such  person  or  of  any  agreement,  instrument  or
undertaking  to  which  such  person  is a party  or by  which  it or any of its
property is bound.

         "Controlled  Group Member" means each trade or business (whether or not
incorporated)  which  together with the Company is treated as a single  employer
under Section 4001(b)(1) of ERISA.

         "Corresponding  Source  of  Funds"  shall  mean  in  the  case  of  any
LIBOR-Rate Loan, the proceeds of hypothetical  receipts by a Notional LIBOR-Rate
Funding Office or by a Bank through a Notional  LIBOR-Rate Funding Office of one
or more Dollar deposits in the interbank  eurodollar  market at the beginning of
the LIBOR-Rate Maturity Period corresponding to such LIBOR-Rate Loan, having


                                        7

<PAGE>


maturities  approximately  equal to such  LIBOR-Rate  Maturity  Period and in an
aggregate amount  approximately equal to the principal amount of such LIBOR-Rate
Loan.

         "Debt Rating" means the rating assigned from time to time by either S&P
or Moody's with respect to Funded Indebtedness of the Company.

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

         "Effective  Date" shall mean the earliest date on which this  Agreement
shall have been  executed  and  delivered  by the  Company and the Agent and the
Agent  shall have been  notified  by each Bank that such Bank has  executed  and
delivered this Agreement.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended,   and  any  successor  statute  of  similar  import,   and  regulations
thereunder,  in each case as in effect from time to time. References to sections
of ERISA shall be construed to also refer to any successor sections.

         "EURO  Auction" shall mean a  solicitation  of  Competitive  Bid Quotes
setting forth EURO-based Margins based on the EURO-Rate pursuant to Section 2.02
hereof.

         "EURO-based  Loans" shall mean Competitive Bid Loans the interest rates
of which are determined on the basis of the EURORate pursuant to a EURO Auction.

         "EURO-based  Margin"  shall have the  meaning  assigned to such term in
Section 2.02(d)(ii)(C) hereof.

         "EURO-Rate"  for any date,  as used herein,  shall mean with respect to
each proposed  EURO-based  Loan a rate of interest  (which shall be the same for
each day in the applicable  Interest  Period) equal to a rate  determined on the
basis of the offered  rates for deposits in Dollars,  for a period equal to such
Interest Period,  commencing on the first day thereof, which determination shall
be  based  on the  British  Bankers  Association  interest  settlement  rates as
generally  found on page 3750 of the  Telerate  News  Service as of 11:00  a.m.,
London time, two Business Days prior to the first day of such Interest Period.

         "Event of Default" shall mean any of the Events of Default described in
Section 7.01 hereof.

         "Facility Fee" shall have the meaning  assigned to such term in Section
2.07(a) hereof.

         "Federal Funds Effective Rate" for any day, as used herein,  shall mean
the rate per annum (rounded  upward to the nearest 1/100 of 1%) announced by the
Federal  Reserve  Bank of New York (or any  


                                        8

<PAGE>


successor)  on such day as being the weighted  average of the rates on overnight
Federal  funds  transactions  arranged by Federal  funds brokers on the previous
trading  day, as computed and  announced  by such  Federal  Reserve Bank (or any
successor)  in  substantially  the same  manner  as such  Federal  Reserve  Bank
computes and announces the weighted  average it refers to as the "Federal  Funds
Effective  Rate" as of the date of this  Agreement;  provided,  if such  Federal
Reserve  Bank (or its  successor)  does not  announce  such rate on any day, the
"Federal Funds Effective Rate" for such day shall be the Federal Funds Effective
Rate for the last day on which such rate was announced.

         "Financial  Provisions" shall have the meaning assigned to such term in
Section 1.03(c) hereof.

         "Funded  Indebtedness"  of a person shall mean all  liabilities of such
person  incurred  in respect  of  borrowed  money or  commercial  paper,  of any
maturity,  plus other  Indebtedness  (including the current portion  thereof) of
such person which would be classified in whole or part as a long-term  liability
of such person in accordance  with GAAP,  and shall in any event include (i) any
Indebtedness  having  a final  maturity  more  than  one  year  from the date of
creation of such Indebtedness and (ii) any Indebtedness, regardless of its term,
which is renewable or extendable  by such person  (pursuant to the terms thereof
or pursuant to a revolving  credit or similar  agreement or otherwise) to a date
more than one year from the date of creation of such Indebtedness or any date of
determination of Funded Indebtedness.

         "GAAP"  shall mean  generally  accepted  accounting  principles  in the
United  States of America as such  principles  shall be in effect at the time of
the  computation or  determination  or as of the date of the relevant  financial
statements (the "Relevant Date"),  subject to Section 1.03 hereof,  applied both
to classification of items and amounts.

         "Indebtedness" of a person shall mean:

                  (i)      all indebtedness or liability for or on account of
         money borrowed by, or credit extended to or on behalf of, or
         for or on account of deposits with or advances to, such person;
         
             (ii)          all obligations of such person evidenced by bonds,
         debentures, notes or similar instruments;

            (iii) any amount  secured by a Lien on property owned by such person
         and Capitalized Lease Obligations of such person (without regard to any
         limitation of the rights and remedies of the holder of such Lien or the
         lessor under such  Capitalized  Lease to  repossession  or sale of such
         property); and


                                       9

<PAGE>



             (iv) the  aggregate  amount  which,  in  accordance  with GAAP,  is
         required to be reported  as a  liability  on the balance  sheet of such
         person  under a product  financing or similar  arrangement  pursuant to
         paragraph 8 of AICPA  Statement of  Accounting  Standards No. 49 or any
         similar requirement of GAAP.

         "Indebtedness/Cash Flow Ratio" shall mean in respect of any period, the
ratio of the amount of the Consolidated  Indebtedness as of the last day of said
period to the  amount of the  Consolidated  Cash Flow for said  period.  For all
purposes  hereof the  Indebtedness/Cash  Flow Ratio  shall be  calculated  for a
period of four consecutive fiscal quarters of the Company ending with the fiscal
quarter which was at the time in question most recently completed.

         "Interest  Period" shall mean with respect to any Competitive Bid Loan,
the period  commencing on the date such  Competitive Bid Loan is made and ending
7, 14, 30, 60, 90 or 180 days  thereafter,  as the  Company  may  specify in the
related  Competitive  Bid Loan Quote  Request  as  provided  in Section  2.02(b)
hereof, provided that:

                  (i)      no Interest Period may end after the Revolving
         Expiration Date;

             (ii) each Interest Period that would otherwise end on a day that is
         not a Business Day shall end on the next succeeding Business Day or, in
         the case of an  Interest  Period for a  EURO-based  Loan,  if such next
         succeeding  Business Day falls in the next  succeeding  calendar month,
         then such Interest Period shall end on the next preceding Business Day;
         and

            (iii) notwithstanding clauses (i) and (ii) above, no Interest Period
         for any  Competitive Bid Loan shall have a duration of less than 7 days
         and,  if the  Interest  Period  for  any  Competitive  Bid  Loan  would
         otherwise be a shorter period,  such  Competitive Bid Loan shall not be
         available hereunder.

         "Law" shall mean any law (including common law), constitution, statute,
treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of
any Official Body.

         "LIBOR-Rate" and "LIBOR-Rate  Option" shall have the meanings  assigned
to those terms in subsection 2.09(a)(iii) hereof.

         "LIBOR-Rate  Loan"  shall  mean a Loan  bearing  interest  under  or by
reference to the LIBOR-Rate Option.

         "LIBOR-Rate  Maturity  Period" shall have the meaning  assigned to that
term in Section 2.09(b) hereof.


                                       10

<PAGE>


         "Lien" shall mean any mortgage,  deed of trust,  pledge, lien, security
interest,  charge or other  encumbrance  or security  arrangement  of any nature
whatsoever, including but not limited to any conditional sale or title retention
arrangement, any assignment, deposit arrangement or lease intended as, or having
the effect of, security.

         "Loan" or "Loans" shall mean any or all Revolving  Loans or Competitive
Bid Loans made by one or more of the Banks to the Company under this  Agreement,
as required by the context.

         "Material  Agreements"  shall have the meaning assigned to that term in
Section 3.10 hereof.

         "Material  Subsidiary" shall mean a Subsidiary of the Company which (i)
owns,  leases  or  occupies  any  building,  structure  or other  facility  used
primarily  for the  bottling,  canning or packaging of soft drinks or soft drink
products or warehousing and  distributing of such products,  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, or (ii) 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  indicated as Material  Subsidiaries listed in Schedule 2 as
of the date hereof.

         "Maturity Date" shall mean any of the Revolving Loan Maturity Date and 
the Competitive Bid Maturity Date.

         "Month",  with  respect  to a  LIBOR-Rate  Maturity  Period,  means the
interval   between  the  days  in  consecutive   calendar   months   numerically
corresponding to the first day of such Maturity Period. The last Business Day of
a calendar month shall be deemed to be such  numerically  corresponding  day for
such calendar month if there is no such  numerically  corresponding  day in such
calendar  month or if the first day of such  LIBOR-Rate  Maturity  Period is the
last Business Day of a calendar month.

         "Moody's"   means   Moody's   Investors   Service,   Inc.,  a  Delaware
corporation.

         "Multiemployer  Plan"  means  any  employee  benefit  plan  which  is a
"multiemployer  plan" within the meaning of Section  4001(a)(3)  of ERISA and to
which the Company or any  Controlled  Group Member has or had an  obligation  to
contribute.

         "Note" or "Notes" shall mean a Revolving Note, a Competitive Bid Note, 
or all of the Revolving  Notes and  Competitive Bid Notes, 


                                       11

<PAGE>


as the case may be, of the Company  executed and delivered  under this Agreement
as  required  by Section  2.04  hereof,  or any  promissory  note  executed  and
delivered  pursuant to Section 2.15 or Section 9.13  hereof,  together  with all
extensions,  renewals,  refinancings or refundings of any thereof in whole or in
part.

         "Notional  LIBOR-Rate  Funding  Office" shall have the meaning given to
that term in Section 2.15(a) hereof.

         "Office",  when used in reference  to the Agent,  shall mean its office
located at NationsBank  Plaza,  Charlotte,  North Carolina  28255, or such other
office or offices of the Agent as may be designated in writing from time to time
by the Agent to the
Company.

         "Official  Body" shall mean any government or political  subdivision or
any  agency,  authority,   bureau,  central  bank,  commission,   department  or
instrumentality of either, or any court, tribunal, grand jury or arbitrator,  in
each case whether foreign or domestic.

         "Option" shall mean the Prime Rate Option or the LIBOR-Rate Option, as 
the case may be.

         "PBGC" means the Pension Benefit Guaranty Corporation established under
Title  IV  of  ERISA  or  any   other   governmental   agency,   department   or
instrumentality succeeding to the functions of said corporation.

         "Person" shall mean an  individual,  corporation,  partnership,  trust,
unincorporated  association,  joint  venture,  joint-stock  company,  government
(including  political  subdivisions),  governmental  authority or agency, or any
other entity.

         "Plan"  means  any  employee   pension   benefit  plan  (other  than  a
Multiemployer  Plan) to which  Section  4021 of ERISA  applies  and (i) which is
maintained for employees of the Company or any  Controlled  Group Member or (ii)
to which the Company or any  Controlled  Group Member  made,  or was required to
make, contributions at any time within the preceding five years.

         "Potential  Default"  shall  mean any  event or  condition  which  with
notice,  passage  of time  or a  determination  by the  Required  Banks,  or any
combination of the foregoing, would constitute an Event of Default.

         "Prime Rate" and "Prime Rate Option"  shall have the meanings  assigned
to those terms in subsection 2.09(a)(i) hereof.

         "Prime Rate Maturity  Period"  shall have the meaning  assigned to that
term in Section 2.09(b) hereof.


                                       12

<PAGE>


         "Prime Rate Loan" shall mean a Revolving Loan bearing interest under or
by reference to the Prime Rate Option.

         "Relevant  Date"  shall have the  meaning  assigned to such term in the
definition of GAAP.

         "Reportable  Event" means (i) a reportable  event  described in Section
4043 of ERISA and  regulations  thereunder,  (ii) a withdrawal  by a substantial
employer from a Plan to which more than one employer contributes, as referred to
in Section  4063(b) of ERISA,  or (iii) a cessation of  operations at a facility
causing more than twenty percent (20%) of Plan participants to be separated from
employment, as referred to in Section 4068(f) of ERISA.

         "Required  Banks" shall mean, at any particular date, the holders of at
least 51% of the aggregate  unpaid  principal  amount of the Revolving  Notes at
such  date  (or if no  such  amount  is  outstanding,  Banks  whose  Commitments
aggregate at least 51% of the Total Commitments at such date).

         "Responsible  Officer" shall mean the President,  the  Controller,  the
Treasurer or the Chief Financial Officer of the Company.

         "Revolving  Expiration Date" shall mean December 31, 2000 or such later
date as may be established as the Revolving  Expiration Date pursuant to Section
2.16 hereof.

         "Revolving  Loan" or  "Revolving  Loans"  shall  mean any or all  Loans
provided for in Section 2.01 hereof.

         "Revolving Loan Maturity Date" shall have the meaning  assigned to such
terms in Section 2.09(b) hereof.

         "Revolving  Maturity  Period"  shall have the meaning  assigned to that
term in Section 2.09(b) hereof.

         "Revolving  Notes" means,  collectively,  the  promissory  notes of the
Company  with  respect to  Revolving  Loans  provided for in Section 2.01 hereof
executed and delivered to the Banks as provided in Section 2.04(a) substantially
in the form attached hereto as Exhibit D and  incorporated  herein by reference,
with  appropriate  insertions as to dates and names of Banks, and all promissory
notes delivered in substitution or exchange  therefor,  in each case as the same
shall be amended, modified or supplemented and in effect from time to time.

         "Rollover  Loan"  shall  mean a Loan  made  on the  Maturity  Date of a
preceding  Loan to  refund  in  whole or in part the  principal  amount  of such
preceding Loan then outstanding.

         "S&P" means Standard & Poor's Ratings Group, a division of 
McGraw-Hill, Inc. or any successor to the rating business thereof.


                                       13

<PAGE>




         "Set" of  Revolving  Loans shall mean all of the  Revolving  Loans made
hereunder by the Banks at any one time. All Revolving Loans included in each Set
of Revolving Loans shall bear interest by reference to the same Option and shall
mature on the same Revolving Loan Maturity Date.

         "Standard  Notice"  shall mean an  irrevocable  notice  provided to the
Agent in accordance with Section 9.05 hereof on a Business Day which is

                  (i) not later than the  Business  Day on which funds are to be
         disbursed  or a  prepayment  made in the case of the  selection  of the
         Prime Rate Option or the prepayment of any part of any Prime Rate Loan;
         and

                  (ii)  at least three Business Days in advance in the case
         of the selection of the LIBOR-Rate Option or the prepayment of
         any LIBOR-Rate Loan.

Standard  Notice must be provided no later than 9:30  o'clock  a.m.,  Charlotte,
North Carolina time, on the last day permitted for such notice.

         "Subsidiary"  of the Company shall mean (i) any  corporation of which a
majority  (by  number of shares or number of votes) of any class of  outstanding
capital  stock  normally  entitled  to  vote  for  the  election  of one or more
directors  (regardless of any contingency which may suspend or dilute the voting
rights of such class) is owned  directly or  indirectly by the Company or one or
more  Subsidiaries and (ii) any limited  liability  company of which the members
consist solely of the Company or Subsidiaries.

         "Total Commitment" means the sum of the Commitments of all Banks, which
sum shall not  exceed  $170,000,000  and may be (i)  increased  as  provided  in
2.07(b) and (ii) reduced from time to time pursuant to 2.07(c) hereof.

         1.02.  Construction.

                  (a) Unless the  context of this  Agreement  otherwise  clearly
         requires,  references to the plural include the singular,  the singular
         the  plural and the part the whole and "or" has the  inclusive  meaning
         represented  by the phrase  "and/or".  References in this  Agreement to
         "determination" by a person include good faith estimates by such person
         (in the case of quantitative  determinations) and good faith beliefs by
         such  person  (in the case of  qualitative  determinations).  The words
         "hereof",  "herein",  "hereunder"  and similar terms in this  Agreement
         refer to this Agreement as a whole and not to any particular  provision
         of this  Agreement.  The section and other  headings  contained in this
         Agreement and the Table of Contents  preceding  this  Agreement are for
         reference only and shall not control or affect the construction of this
         Agreement  


                                       14

<PAGE>


         or the interpretation  hereof in any respect.  Section,  subsection and
         exhibit references are to this Agreement unless otherwise specified.

                  (b) As used  herein  and in the  Notes or any  certificate  or
         other  document made or delivered  pursuant  hereto,  accounting  terms
         relating  to the Company  and its  Subsidiaries  not defined in Section
         1.01 (or if partly  defined in Section 1.01, to the extent not defined)
         shall have the respective meanings given to them under GAAP.

         1.03.  Accounting Principles.

                  (a)  Except  as  otherwise  provided  in this  Agreement,  all
         computations and  determinations  as to accounting or financial matters
         and all financial statements to be delivered pursuant to this Agreement
         shall  be  made  and  prepared  in  accordance   with  GAAP  (including
         principles of consolidation where  appropriate),  and all accounting or
         financial terms shall have the meanings ascribed to such terms by GAAP.

                  (b) If any change in GAAP after the date of this  Agreement is
         or shall be required to be applied to  transactions  then or thereafter
         in  existence,  and a  violation  of one or  more  provisions  of  this
         Agreement  shall have  occurred or in the opinion of the Company  would
         likely occur which would not have  occurred or be likely to occur if no
         change in accounting principles had taken place,

                            (i) The parties agree that such violation  shall not
                  be considered to constitute an Event of Default or a Potential
                  Default  for a period  of 30 days  from  the date the  Company
                  notifies  the  Banks  of the  application  of this  subsection
                  1.03(b);

                            (ii) The parties agree in such event to negotiate in
                  good faith to attempt to draft an amendment of this  Agreement
                  which shall  approximate  to the extent  possible the economic
                  effect of the original  financial  covenants after taking into
                  account such change in GAAP; and

                            (iii) If the parties are unable to negotiate such an
                  amendment  within 30 days of such notice by the  Company,  the
                  Company  shall have the option of  submitting  the drafting of
                  such an amendment to a firm of  independent  certified  public
                  accountants of nationally  recognized  standing  acceptable to
                  the parties,  which shall complete its draft of such amendment
                  within 90 days of submission;  if the Company and the Required
                  Banks  cannot  agree,  the firm shall be  selected  by binding
                  arbitration  in the  City  of  Charlotte,  North  Carolina  in
                  accordance  with the  rules  then in  effect  of the  American
                  Arbitration Association. If the Company does not exercise such
                  option within said




                                       15

<PAGE>





                  period,  then as used in this  Agreement,  "GAAP"  shall  mean
                  generally  accepted  accounting  principles  in  effect at the
                  Relevant  Date.  The parties agree that if the Company  elects
                  the option  set forth in this  paragraph  (iii) of  subsection
                  1.03(b),  until  such  firm has been  selected  and  completes
                  drafting such amendment, no such violation shall constitute an
                  Event of Default or a Potential Default.

                  (c) If any change in GAAP after the date of this  Agreement is
         required to be applied to transactions or conditions then or thereafter
         in  existence,  and the Required  Banks shall assert that the effect of
         such change is or shall likely be to distort  materially  the effect of
         any of the definitions of financial terms in Section 1.01 hereof or any
         of the  covenants  of the Company in Section 6 hereof  (the  "Financial
         Provisions"),  so  that  the  intended  economic  effect  of any of the
         Financial Provisions will not in fact be accomplished,

                           (i)  The  Agent  shall  notify  the  Company  of such
                  assertion, specifying the change in GAAP which is objected to,
                  and  until  otherwise   determined  as  provided  below,   the
                  specified  change in GAAP shall not be made by the  Company in
                  its  financial  statements  for the  purpose of  applying  the
                  Financial Provisions; and

                  (ii) The  parties  shall  follow the  procedures  set forth in
                  paragraph  (ii) and the first  sentence of paragraph  (iii) of
                  subsection (b) of this Section 1.03. If the parties are unable
                  to agree on an  amendment as provided in said  paragraph  (ii)
                  and if the Company  does not  exercise the option set forth in
                  the  first  sentence  of  said  paragraph   (iii)  within  the
                  specified period,  then as used in this Agreement "GAAP" shall
                  mean generally accepted accounting principles in effect at the
                  Relevant Date,  except that the specified change in GAAP which
                  is  objected  to by the  Required  Banks  shall not be made in
                  applying the Financial  Provisions.  The parties agree that if
                  the  Company  elects the option in the first  sentence of said
                  paragraph (iii), until such independent firm has been selected
                  and completes drafting such amendment, the specified change in
                  GAAP shall not be made in applying the Financial Provisions.

                  (d)      All expenses of compliance with this Section 1.03
         shall be paid for by the Company.




                                       16

<PAGE>



         SECTION 2.  THE LOANS

         2.01.  Revolving Loans. Subject to the terms and conditions and relying
upon the  representations  and warranties  herein set forth, each Bank severally
agrees (such  agreement  being herein called such Bank's  "Commitment")  to make
Revolving Loans, some of which may be Rollover Loans, to the Company at any time
or from time to time on or after the  Effective  Date and prior to the Revolving
Expiration  Date in an  aggregate  principal  amount not  exceeding  at any time
outstanding  such  Bank's   Applicable   Commitment   Percentage  of  the  Total
Commitment.  The amount, designated as the "Original Commitment Amount", of each
Bank's Commitment as of the Effective Date is set opposite such Bank's signature
to this Agreement.

         2.02.  Competitive Bid Loans.

                  (a) Making of Competitive  Bid Loans. In addition to Revolving
         Loans, the Company may, as set forth in this Section 2.02,  request the
         Banks to make offers to make one or more  Competitive  Bid Loans to the
         Company at any time or from time to time on or after the Effective Date
         and prior to the Revolving  Expiration  Date.  Each Bank may, but shall
         have no  obligation  to,  make one or more such  offers and the Company
         may,  but shall have no  obligation  to,  accept any such offers in the
         manner set forth in this  Section  2.02.  Competitive  Bid Loans may be
         Absolute Rate Loans or EURO-based  Loans (each a "type" of  Competitive
         Bid  Loan),  provided  that  the  aggregate  principal  amount  of  all
         Competitive Bid Loans at any one time outstanding  shall not exceed the
         Total Commitment and shall be in accordance with Section 2.03 hereof.

                  (b) Competitive Bid Quote Requests. When the Company wishes to
         request offers to make  Competitive  Bid Loans under this Section 2.02,
         it shall  transmit  to the Agent by telex or  telecopy,  at its Office,
         notice (a  "Competitive  Bid Quote  Request")  so as to be  received no
         later than 11:00 a.m. Charlotte,  North Carolina time on (x) the fourth
         Business Day prior to the date of borrowing  proposed  therein,  in the
         case of a LIBOR Auction or (y) the Business Day next preceding the date
         of borrowing proposed therein,  in the case of an Absolute Rate Auction
         (or, in either case, such other time on such date prior to 3:00 p.m. as
         the  Company and Agent may  agree).  The Company may request  offers to
         make  Competitive Bid Loans for up to three different  Interest Periods
         in a single  notice;  provided  that  the  request  for  each  separate
         Interest Period shall be deemed to be a separate  Competitive Bid Quote
         Request for a separate borrowing (a "Competitive Bid Borrowing").  Each
         such notice shall be  substantially in the form of Exhibit E hereto and
         in any case shall specify as to each Competitive Bid Borrowing:


                                       17

<PAGE>



                           (i)       the proposed date of such Competitive Bid
                  Borrowing, which shall be a Business Day;

                      (ii)  the  aggregate   amount  of  such   Competitive  Bid
                  Borrowing,  which  shall be at least  $10,00,000  (or a higher
                  integral  multiple  of  $1,000,000)  but  shall  not cause the
                  limits specified in Section 2.03 hereof to be violated;

                     (iii)  the  duration  of  the  Interest  Period  applicable
                  thereto,  subject  to  the  provisions  of the  definition  of
                  "Interest Period"  (including  without limitation that no such
                  Interest  Period  shall  end after  the  Revolving  Expiration
                  Date); and

                      (iv) whether the Competitive  Bid Quotes  requested are to
                  set  forth  a  EURO-based  Margin  or  an  Absolute  Rate.  No
                  Competitive  Bid  Quote  Request  shall be given  within  four
                  Business  Days of any  other  Competitive  Bid  Quote  Request
                  requesting  a EURO  Auction or within one  Business Day of any
                  other  Competitive  Bid Quote  Request  requesting an Absolute
                  Rate  Auction (or such other number of days as the Company and
                  Agent may agree).

                  (c) Invitation for Competitive Bid Quotes. Not later than 3:00
         p.m.  Charlotte,  North  Carolina  time  on the  date of  receipt  of a
         Competitive Bid Quote Request, the Agent shall transmit to the Banks by
         telex or telecopy notice of such request, which notice shall constitute
         an  invitation  by the Company to each Bank to submit  Competitive  Bid
         Quotes  offering to make  Competitive Bid Loans in accordance with such
         Competitive Bid Quote Request.

                  (d)      Submission and Contents of Competitive Bid Quotes.

                  (i) Each Bank may submit one or more  Competitive  Bid Quotes,
                  each  containing  an offer to make a  Competitive  Bid Loan in
                  response to any Competitive Bid Quote Request;  provided that,
                  if  the  Company's   request  under  Section   2.02(b)  hereof
                  specifies more than one Interest Period,  such Bank may make a
                  single  submission  containing  one or  more  Competitive  Bid
                  Quotes for each such Interest  Period.  Each  Competitive  Bid
                  Quote  must  comply  with  the  requirements  of this  Section
                  2.02(d)  and  must be  submitted  to the  Agent  by  telex  or
                  telecopy   at  its  Office  not  later  than  (x)  12:00  Noon
                  Charlotte, North Carolina time on the third Business Day prior
                  to the  proposed  date  of  borrowing,  in the  case of a EURO
                  Auction or (y) 10:00 a.m.  Charlotte,  North  Carolina time on
                  the  proposed  date of  borrowing,  in the case of an Absolute
                  Rate Auction (or, in either case upon reasonable notice to the
                  Banks,  such other time and date as the  Company and the Agent
                  may agree); provided that any Competitive Bid

                                       18

<PAGE>


                  Quote submitted by the Agent (or an affiliate of the Agent) in
                  the  capacity  of a Bank  may be  submitted,  and may  only be
                  submitted,  if the  Agent  (or such  affiliate)  notifies  the
                  Company of the terms of the offer or offers contained  therein
                  not later than (x) 11:30 a.m.  Charlotte,  North Carolina time
                  on the  third  Business  Day  prior  to the  proposed  date of
                  borrowing,  in the case of a EURO  Auction  or (y)  9:30  a.m.
                  Charlotte,  North  Carolina  time  on  the  proposed  date  of
                  borrowing, in the case of an Absolute Rate Auction. Subject to
                  Sections  2.13, 3, 4.01,  4.03, 6 and 7, any  Competitive  Bid
                  Quote so made shall be  irrevocable  except  with the  written
                  consent of the Agent given on the instructions of the Company.

                      (ii) Each  Competitive Bid Quote shall be substantially in
                  the form of Exhibit F hereto and shall in any case specify:

                                     (A) the proposed  date of borrowing and the
                           Interest Period therefor;

                                    (B) the principal  amount of the Competitive
                           Bid Loan for  which  each such  offer is being  made,
                           which principal  amount shall be at least  $5,000,000
                           or a higher integral multiple of $1,000,000; provided
                           that   the   aggregate   principal   amount   of  all
                           Competitive  Bid  Loans  for  which  a  Bank  submits
                           Competitive  Bid Quotes (x) may be greater than, less
                           than or equal to the  Commitment of such Bank but (y)
                           may  not   exceed   the   principal   amount  of  the
                           Competitive  Bid  Borrowing  for  which  offers  were
                           requested  in  the  related   Competitive  Bid  Quote
                           Request;

                                    (C)  in the  case  of a  EURO  Auction,  the
                           margin  above (or,  if a negative  margin is offered,
                           below) the  applicable  LIBOR-Rate  (the  "EURO-based
                           Margin")  offered for each such Competitive Bid Loan,
                           expressed  as  a  percentage   (rounded  upwards,  if
                           necessary,  to the  nearest  1/10,000th  of 1%) to be
                           added to the applicable EURO-Rate;

                                    (D) in the case of an Absolute Rate Auction,
                           the rate of  interest  per annum,  calculated  on the
                           basis  of  a  360-day  year  (rounded   upwards,   if
                           necessary,  to the  nearest  1/10,000th  of 1%)  (the
                           "Absolute  Rate")  offered  for each such  Facility B
                           Loan; and

                                    (E)     the identity of the quoting Bank.

                           (iii)  No   Competitive   Bid  Quote  shall   contain
                  qualifying,  conditional or similar  language or propose 



                                       19

<PAGE>



                  terms  other  than or in  addition  to those  set forth in the
                  applicable  Competitive  Bid Quote Request and, in particular,
                  no Competitive Bid Quote may be conditioned upon acceptance by
                  the  Company  of  all  (or  some  specified  minimum)  of  the
                  principal  amount of the  Competitive  Bid Loan for which such
                  Competitive  Bid  Quote is being  made,  and the  Agent  shall
                  disregard  any   Competitive  Bid  Quote  that  contains  such
                  language or terms or conditions or that arrives at the Agent's
                  Office after the time set forth for  submission of Competitive
                  Bid Quotes in Section 2.02(d)(i) hereof.

                  (e) Notice to the Company.  The Agent shall (x) in the case of
         a EURO Auction, by 1:00 p.m. Charlotte,  North Carolina time on the day
         (which shall be a Business Day) a Competitive Bid Quote is submitted or
         (y) in the case of an Absolute Rate Auction,  by 10:30 a.m.  Charlotte,
         North  Carolina  time on the day  (which  shall  be a  Business  Day) a
         Competitive  Bid Quote is  submitted,  notify  the  Company by telex or
         telecopy of the terms (i) of any  Competitive  Bid Quote submitted by a
         Bank that is in accordance  with Section 2.02(d) hereof and (ii) of any
         Competitive   Bid  Quote  that   amends,   modifies  or  is   otherwise
         inconsistent  with a previous  Competitive  Bid Quote submitted by such
         Bank with respect to the same  Competitive Bid Quote Request.  Any such
         subsequent  Competitive  Bid Quote  shall be  disregarded  by the Agent
         unless such  subsequent  Competitive  Bid Quote is submitted  solely to
         correct a manifest error in such former  Competitive Bid Loan for which
         offers have been  received for each  Interest  Period  specified in the
         related  Competitive  Bid Quote Request,  (B) the respective  principal
         amounts and LIBOR-Rate  Margins or Absolute  Rates, as the case may be,
         so  offered  by  each  Bank,   identifying  the  Bank  that  made  each
         Competitive  Bid Quote and (C) if the Agent is notifying the Company of
         more than one Competitive Bid Quote for a single Interest  Period,  the
         Agent  shall  arrange the  Competitive  Bid Quotes in  ascending  yield
         order.

                  (f) Acceptance  and Notice by the Company.  Not later than (x)
                  1:30 p.m. Charlotte, North Carolina time on the third Business
                  Day prior to the proposed date of the  borrowing,  in the case
                  of a LIBOR Auction or (y) 10:45 a.m. Charlotte, North Carolina
                  time the  proposed  date of the  borrowing,  in the case of an
                  Absolute  Rate  Auction  (or, in either  case upon  reasonable
                  prior  notice to the  Banks,  such  other time and date as the
                  Company and the Agent may agree), the Company shall notify the
                  Agent by telex or telecopy at its Office of its  acceptance or
                  nonacceptance  of the offers so  notified  to it  pursuant  to
                  Section 2.02(e) hereof (and the failure of the Company to give
                  such notice by such time shall constitute  nonacceptance)  and
                  the  Agent  shall  promptly   notify  each  affected  Bank  in
                  accordance  with  Section  2.02(h)  hereof.  In  the  case  of
                  acceptance, such notice shall specify the


                                       20

<PAGE>




                  aggregate  principal amount of offers for each Interest Period
                  that are accepted.  The Company may accept any Competitive Bid
                  Quote in whole or in part (provided that any  Competitive  Bid
                  Quote  accepted  in part  shall  be at least  $5,000,000  or a
                  higher integral multiple of $1,000,000); provided that:

                      (i) the aggregate principal amount of each Competitive Bid
                  Borrowing  may not exceed the  applicable  amount set forth in
                  the related Competitive Bid Quote Request;

                      (ii) the aggregate  principal  amount of each  Competitive
                  Bid  Borrowing  shall  be at  least  $10,000,000  (or a higher
                  integral  multiple  of  $1,000,000)  but  shall  not cause the
                  limits specified in Section 2.03 hereof to be violated;

                      (iii)  acceptance  of offers may be made only in ascending
                  order of EURO-based Margins or Absolute Rates, as the case may
                  be; and

                      (iv) the  Company may not accept any offer where the Agent
                  has advised  the Company  that such offer fails to comply with
                  Section  2.02(d)(ii)  hereof or otherwise fails to comply with
                  the  requirements  of  this  Agreement   (including,   without
                  limitation, Section 2.03 hereof).

                  (g)  Allocation  by Agent.  If offers  are made by two or more
         Banks with the same  EURO-based  Margins or Absolute Rates, as the case
         may be, for a greater  aggregate  principal  amount  than the amount in
         respect of which offers are accepted for the related  Interest  Period,
         the principal  amount of Competitive Bid Loans in respect of which such
         offers are accepted shall be allocated by the Agent among such Banks as
         nearly as possible (in such multiples, not less than $1,000,000, as the
         Agent may deem  appropriate)  in proportion to the aggregate  principal
         amount of such offers.  If two or more such offers  cannot be allocated
         evenly  within  the  limits  set  forth  in the  immediately  preceding
         sentence, the Agent shall have discretion to allocate a larger share of
         such  Competitive Bid Loans to one or more of the successful  Banks and
         in making such  allocation  shall use  reasonable  efforts to take into
         account  previous  allocations of unequal shares to one or more of such
         Banks in connection with other Competitive Bid Loans. Determinations by
         the Agent of the amounts of  Competitive  Bid Loans to be  allocated to
         each such Bank shall be conclusive absent manifest error.

                  (h)  Notice to Banks.  On the date the  Company  notifies  the
         Agent of its  acceptance  of one or more of the offers made by any Bank
         or Banks pursuant to Section  2.02(f)  hereof,  the Agent shall (x) not
         later than 4:00 p.m.  Charlotte,  North  Carolina time on such date, in
         the case of a EURO  Auction or 


                                       21

<PAGE>



         (y) as promptly as practicable on such date, in the case of an Absolute
         Rate  Auction  notify  each  Bank  which  has made an offer  (i) of the
         aggregate  amount of each  Competitive  Bid  Borrowing  with respect to
         which the Company  accepted one or more offers and such Bank's share of
         such  Competitive  Bid  Borrowing or (ii) that the Company  accepted no
         offers, such notice to be by telex or telecopy.

                  (i) Funding of Competitive Bid Loans.  Any Bank whose offer to
         make any Competitive  Bid Loan has been accepted shall,  not later than
         1:00 p.m.  Charlotte,  North Carolina time on the date specified in the
         related   Competitive   Bid  Quote  Request  for  the  making  of  such
         Competitive  Bid Loan,  make the  amount of such  Competitive  Bid Loan
         available to the Company at the Agent's Office in immediately available
         funds.  If any Bank makes a new Competitive Bid Loan hereunder on a day
         on which  the  Company  is to repay  all or any part of an  outstanding
         Competitive Bid Loan from such Bank, such Bank shall apply the proceeds
         of its new  Competitive  Bid Loan to make  such  repayment  and only an
         amount  equal to the  difference  (if any)  between  the  amount  being
         borrowed and the amount  being  repaid shall be made  available by such
         Bank to the Company as provided by this Section 2.02(i), or remitted by
         the  Company to the Agent as provided in Section  2.12  hereof,  as the
         case may be.

                  (j) Competitive Bid Maturity  Dates.  The principal  amount of
         each  Competitive  Bid Loan shall be due and payable on the last day of
         the applicable Interest Period specified in the related Competitive Bid
         Quote Request (the "Competitive Bid Maturity Date").

                  (k)      Competitive Bid Interest Payment Dates.  Interest on
         each Competitive Bid Loan shall be due and payable on the
         Competitive Bid Maturity Date thereof and thereafter on demand
         at the rates provided for in Section 2.02(o).

                  (l)      No Reduction of Commitment.  The amount of any
         Competitive Bid Loan made by any Bank shall neither constitute
         a utilization of, nor reduce, such Bank's Commitment, except
         by application of Section 2.03 hereof.

         (m) Register.  The Agent shall maintain a register for the  recordation
         of the names and  addresses  of Banks  that have made  Competitive  Bid
         Loans and the principal  amount of the  Competitive  Bid Loans owing to
         each Bank from time to time together with the  Competitive Bid Maturity
         Dates and interest rates  applicable to each such Competitive Bid Loan,
         and other terms applicable thereto (the "Register"). The entries in the
         Register  shall be prima  facie  evidence  with  respect to the entries
         therein.  The Register shall be available for inspection by the Company
         or any  Bank  at any  reasonable  time  and  from  time  to  time  upon
         reasonable prior notice.




                                       22

<PAGE>




                  (n)      Interest Rates for Competitive Bid Loans.  The
         outstanding principal amount of each Competitive Bid Loan
         shall bear interest for each day until due at the following
         rate or rates per annum:

                           (i) For each EURO-based  Loan, a rate per annum equal
                  to the EURO Rate  applicable to the Interest  Period  therefor
                  plus the EURO-based Margin quoted by the Bank making such Loan
                  in the related  Competitive  Bid Quote submitted in accordance
                  with Section 2.02(d) hereof; and

                      (ii) For each  Absolute  Rate Loan, a rate per annum equal
                  to the  Absolute  Rate  quoted by the Bank making such Loan in
                  the related Competitive Bid Quote submitted in accordance with
                  Section 2.02(d) hereof.

                  (o) Interest After Maturity for Competitive  Bid Loans.  After
         the principal  amount of any Competitive Bid Loan shall have become due
         (by acceleration or otherwise),  such Loan shall bear interest for each
         day until paid (before and after  judgment)  (i) until the  Competitive
         Bid Maturity Date of the applicable  Interest Period of such Loan, at a
         rate per annum 1% above the rate otherwise  applicable to such Loan and
         (ii)  thereafter  the greater of (x) 1% above the Prime Rate on the day
         such Loan became due and (y) 1% above the current  Prime Rate from time
         to time, such interest rate to change  automatically  from time to time
         effective as of the effective date of each change in the Prime Rate.

                  (p)      Computation of Interest on Competitive Bid Loans.
         Interest on Competitive Bid Loans hereunder hall be computed
         on the basis of a year of 360 days and actual days elapsed.

         2.03.  Available Amounts of Loans. The aggregate amount of Loans at any
one time  outstanding  shall not exceed the Total  Commitment.  No Loan shall be
made or requested hereunder if the making of such Loan would cause the aggregate
principal  amount  of all  Loans  outstanding  hereunder  to  exceed  the  Total
Commitment.  Reference  is made to Section  6.01(c)  with  respect to  available
amounts of Loans.

         2.04. Borrowing, Repayment and Reborrowing of Revolving Loans; Pro Rata
Sharing of Revolving  Loans.  Within the aforesaid limits of time and amount set
forth in Sections  2.01 and 2.03,  and subject to Section  2.07(b)  hereof (with
respect to termination or reduction of the Commitments) and all other applicable
provisions  of this  Agreement,  the  Company  may  borrow,  repay and  reborrow
Revolving  Loans  hereunder  on and  after the  Effective  Date and prior to the
Revolving  Expiration  Date.  Each  Bank  shall  be  obligated  to  advance  its
Applicable Commitment  Percentage of each Set of Revolving Loans hereunder,  but
the aggregate  principal  amount of each Bank's  Revolving Loans hereunder shall
never exceed the amount of its  Applicable  Commitment  Percentage  of the Total
Commitment.



                                       23

<PAGE>





         2.05.  The Notes.

                  (a)  The  obligation  of  the  Company  to  repay  the  unpaid
principal  amount of the  Revolving  Loans made by each Bank and to pay interest
thereon  shall  be  evidenced  by a single  promissory  note of the  Company  (a
"Revolving  Note") in substantially  the form attached hereto as Exhibit D, with
the blanks  appropriately  filled. Each such Revolving Note shall be dated as of
the date of this Agreement, shall bear interest as specified pursuant to Section
2.09(a) or as otherwise  provided  herein,  and shall be payable to the order of
the Bank named as payee  therein in a face amount equal to the Dollar  amount of
such Bank's Applicable Commitment Percentage as set forth opposite its signature
hereto. The Revolving Notes shall be delivered by the Company to the Agent at or
prior to the closing of the first Set of Revolving Loans to be made hereunder on
or after  Effective  Date and the Agent shall  promptly  forward such  Revolving
Notes  to the  respective  Banks.  Each  Bank  which  is a  party  to the  Prior
Agreement,  upon  such  receipt  of its  Revolving  Note from the  Agent,  shall
promptly  deliver to the Agent the Revolving  Note  previously  delivered by the
Company pursuant to the Prior Agreement and the Agent shall promptly forward the
same to the Company.

                  (b) The  outstanding  principal  amount of each Revolving Loan
evidenced by each  Revolving Note from time to time, the Revolving Loan Maturity
Date of such  Revolving  Loan and the rate of interest and the amount of accrued
and unpaid  interest  payable in respect  thereof shall be  determined  from the
records of the Agent,  which shall be conclusive  absent  manifest error. In the
event the holder of a Revolving Note shall assign said Revolving  Note, it shall
attach thereto a schedule,  which shall be verified by the Agent,  setting forth
the then  outstanding  principal amount of each Revolving Loan evidenced by such
Revolving Note and the Revolving Loan Maturity Date thereof.

                  (c)  The  obligation  of  the  Company  to  repay  the  unpaid
principal  amount  of any  Competitive  Bid  Loans  made by any  Bank and to pay
interest  thereon shall be evidenced by a single  promissory note of the Company
(a "Competitive Bid Note") in substantially  the form attached hereto as Exhibit
C, with the blanks  appropriately  filled. The Competitive Bid Loan Note payable
to each  Bank  shall  be  dated as of the  date of this  Agreement,  shall  bear
interest as provided in Section  2.02(n) or as otherwise  provided  herein,  and
shall be  payable  to the  order of the Bank  named as payee  therein  in a face
amount equal to the Total  Commitment.  The  Competitive  Bid Loan Note for each
Bank shall be  delivered by the Company to the Agent at the  Effective  Date and
the Agent shall promptly  forward such  Competitive  Bid Loan Note to such Bank.
Each Bank, upon such receipt of its Note from the Agent,  shall promptly deliver
to the Agent the Note  previously  delivered  by the Company  under this Section
2.05(c) and the Agent shall promptly forward the same to the Company.


                                       24

<PAGE>



                  (d) The outstanding  principal  amount of each Competitive Bid
Loan  evidenced  by each  Competitive  Bid Loan  Note  from  time to  time,  the
Competitive Bid Loan Maturity Date of such  Competitive Bid Loan and the rate of
interest  and the  amount of  accrued  and  unpaid  interest  payable in respect
thereof  shall be  determined  from the  records  of the Agent,  which  shall be
conclusive absent clear error. In the event the holder of a Competitive Bid Loan
Note shall assign said  Competitive  Bid Loan Note,  it shall  attach  thereto a
schedule,  which  shall  be  verified  by the  Agent,  setting  forth  the  then
outstanding  principal  amount of each  Competitive  Bid Loan  evidenced by such
Competitive Bid Loan Note and the Competitive Bid Loan Maturity Date thereof.

         2.06.  Making of Revolving  Loans;  Standard  Notice.  (a) Whenever the
Company  desires that the Banks make a Set of  Revolving  Loans  hereunder,  the
Company shall provide Standard Notice to the Agent at its Office,  setting forth
the following information:

                  (i)      The date, which shall be a Business Day, on which
         such Set of Revolving Loans is to be made;

             (ii) The total  principal  amount of such Set of  Revolving  Loans,
         which shall be an integral  multiple of  $1,000,000  conforming  to the
         provisions of Section 2.09(c) hereof;

            (iii)          The interest rate Option applicable to such Set of
         Revolving Loans, selected in accordance with Section 2.09(a)
         hereof; and

             (iv) The Maturity  Period for such Set of Revolving  Loans selected
         in accordance with Section 2.09(b) hereof.

Standard  Notice having been so provided,  the Agent shall promptly  notify each
Bank of the information contained therein and of such Bank's proportionate share
of the aggregate  proposed  borrowing.  On the borrowing  date specified in such
notice (i) if the Revolving  Loans  described in such notice are Rollover  Loans
(or to the extent the same are Rollover  Loans),  the proceeds  thereof shall be
applied by the Agent  directly  against the amounts due and payable on the prior
Revolving Loans refunded in whole or in part by such Rollover Loans, pro rata in
accordance  with  the  amount  due each  Bank,  or (ii) if the  Revolving  Loans
described in such notice are not  Rollover  Loans (or to the extent the same are
not Rollover  Loans),  each Bank shall make the proceeds of its  Revolving  Loan
available  to the  Company at the  Agent's  Office not later than 11:00  o'clock
a.m.,  Charlotte,  North  Carolina  time,  on the specified  borrowing  date, in
immediately available funds.

                  (b) Absent  contrary  notice from the Company by 10:00 o'clock
a.m.,  Charlotte,  North  Carolina time, one Business Day prior to any Revolving
Loan Maturity Date (other than the Revolving  Expiration  Date),  and subject to
the  provisions  of Section  2.09(c)  hereof so long as no Potential  Default or
Event of

                                       25

<PAGE>



Default has occurred and is continuing,  the Company shall, at the option of the
Agent, be deemed to have given the Agent notice at such time pursuant to Section
2.04(a) to the effect  that the  Company  requests  that the Banks make a Set of
Prime  Rate  Loans  to the  Company  on such  Revolving  Loan  Maturity  Date in
aggregate  principal amount equal to the aggregate principal amount of the Loans
becoming due and payable on such Revolving Loan Maturity Date.

         2.07.  Facility Fees; Termination or Reduction of Commitments;
Increase in Commitment.

                  (a) Facility  Fees. The Company agrees to pay to the Agent for
the account of each Bank, as consideration for such Bank's Commitment hereunder,
a per annum fee (the  "Facility  Fee")  equal to the  Applicable  Margin for the
Facility Fee times each such Bank's  Commitment  from the Effective  Date to and
including the Revolving Expiration Date. Such fees shall be payable quarterly on
the first day of each  January,  April,  July and October after the date hereof,
commencing  April 1,  1996,  and on the  Revolving  Expiration  Date or upon the
earlier termination of the Commitments,  for the preceding period for which such
fees have not been paid.

                  (b)  Termination  or  Reduction of  Commitments.  (i) From and
after the 91st day following  the Effective  Date the Company may at any time or
from  time to time  terminate  in  whole  the  Commitments  of the  Banks  if no
Revolving Loans are then  outstanding,  or reduce ratably in part the respective
Commitments  to  an  aggregate  amount  not  less  than  the  total  Loans  then
outstanding, by giving not less than three Business Days' notice (which shall be
irrevocable)  to such  effect  to the  Agent;  provided  that any  such  partial
reduction shall be in an aggregate  principal amount of $5,000,000 or any higher
amount in increments of $1,000,000. The Agent shall promptly advise each Bank of
the date of any such  termination of the  Commitments and of the date and amount
of each such reduction of  Commitments.  Each such reduction  shall be permanent
and may not be re-instated, and commencing on the date thereof the Facility Fees
shall be calculated upon the amount of the Commitments as so reduced.

                  (ii) From and after the Effective Date the amount of the Total
Commitment  shall be  permanently  reduced  by the net  proceeds  from the sale,
transfer or other  disposition of assets of the Company and its Subsidiaries not
otherwise  permitted pursuant to Section 6.05 hereof. The Company shall give the
Agent written  notice of receipt of net proceeds and to the extent that such net
proceeds  exceed  the unused  amount of the Total  Commitment  shall  reduce the
outstanding  loans by such excess.  Each such  reduction  shall be permanent and
commencing on the date thereof the Facility  Fees shall be  calculated  upon the
amount of the Commitments as so reduced.


                                       26

<PAGE>



                  (c) Increase in Total Commitment. The Company may request that
the Banks increase the Total Commitment to up to $220,000,000 upon the giving at
least  ninety  (90) days prior  written  notice to the Agent  setting  forth the
amount of such increase (the "Increase Amount").  The Agent shall give each Bank
prompt  notice of the Increase  Amount.  Each Bank shall notify the Agent within
thirty  (30) days of  receipt  of such  notice  of the  amount,  if any,  of the
Increase  Amount which it is willing to agree to lend.  The Agent shall give the
Company a statement  summarizing  the portion of the Increase  Amount which each
Bank has agreed to lend and the  Company and the Agent  shall  determine  within
thirty  (30) days the portion of the  Increase  Amount to be  allocated  to each
Bank. The Company shall cause there to be executed and delivered to the Agent at
or prior to the effective date of the increase in the Total Commitment new Notes
representing   such  increase,   together  with  such   resolutions,   opinions,
certificates  and other  instruments  as the  Agent  shall  reasonably  request,
including a certificate of a Responsible  Officer  reaffirming as of the date of
such increase all of the  representations  and warranties set forth in Section 3
hereof.  Each  Bank in its  sole  discretion  shall  determine  whether  to make
available  any portion of the  Increase  Amount,  and nothing  contained in this
Section 2.08(c) shall be construed to require any increase by a Bank.  Exhibit A
shall be amended at the time of such  increase  to  reflect  the new  Applicable
Commitment  Percentage of each Bank.  Any fees payable by reason of the increase
in the Total  Commitment  shall be due and  payable  on the date  such  increase
becomes effective.

         2.08.  Agent's  Fees.  In  consideration  of the  Agent's  services  in
administering the credits provided for in this Agreement,  the Company agrees to
pay the Agent an annual fee and competitive bid administrative fee in the amount
and at the times  specified in a separate letter  agreement  between the Company
and the Agent.

         2.09.  Interest Rates; Maturity Periods Etc. for Revolving
Loans.

                  (a)  Optional  Basis of Borrowing  for  Revolving  Loans.  The
outstanding  principal  amount of the Loans  included  in each Set of  Revolving
Loans shall bear  interest for each day until due on a single basis  selected by
the Company from the interest rate Options set forth below, it being  understood
that  subject  to the  provisions  of this  Agreement  the  Company  may  select
different Options to apply simultaneously to different Sets of Revolving Loans:

                  (i) Prime Rate Option:  A rate per annum for each day equal to
         the Prime Rate for such day, such interest rate to change automatically
         from time to time  effective as of the effective date of each change in
         the Prime Rate. "Prime Rate", as used herein, shall mean the greater of
         (A)  the  interest  rate  per  annum  announced  from  time  to time by
         NationsBank,  N.A. as its prime rate or (B) the Federal Funds Effective
         Rate plus 1/2%.

                                       27

<PAGE>




                  (ii) LIBOR-Rate Option. A rate per annum for each day obtained
         by dividing (the resulting quotient to be rounded upward to the nearest
         100th of 1%) the  LIBOR-Rate  for  such  day by a number  equal to 1.00
         minus the  LIBOR-Rate  Reserve  Percentage  and adding to the resulting
         quotient the Applicable Margin.

             "LIBOR-Rate"  for any day, as used herein,  shall mean with respect
         to each proposed Set of LIBOR-Rate Loans a rate of interest  (expressed
         as a percentage and rounded upward if necessary to the nearest 1/100 of
         1%) (which shall be the same for each day in the applicable  LIBOR-Rate
         Maturity  Period)  determined  in good faith by the Agent in accordance
         with its usual  procedures  (which  determination  shall be  conclusive
         absent  manifest  error and  shall be based on  review  of the  British
         Bankers  Association  interest  settlement  rates as generally found on
         page 3750 of the Telerate  News Service) to be the average of the rates
         per annum for  deposits in Dollars  offered to major money center banks
         in the London  interbank  market at  approximately  11:00 o'clock a.m.,
         London time, two Business Days prior to the first day of such Revolving
         Loan  Maturity  Period for delivery on the first day of such  Revolving
         Loan  Maturity  Period  in  amounts  comparable  to the  amount  of the
         LIBOR-Rate Loan to be funded and having  maturities  comparable to such
         Revolving Loan Maturity Period.

                  "LIBOR-Rate  Reserve  Percentage"  for any day is the  maximum
         effective percentage  (expressed as a decimal fraction,  rounded upward
         to the nearest  1/100 of 1%), as  determined in good faith by the Agent
         (which  determination shall be conclusive absent manifest error), which
         is in effect on such day as prescribed by the Board of Governors of the
         Federal  Reserve System (or any successor) for  determining the reserve
         requirements (including without limitation  supplemental,  marginal and
         emergency  reserve  requirements)  for a member  bank of such System in
         respect of Dollar funding in the London  interbank market in respect of
         any LIBOR-Rate Loan.

                  The Agent  shall  give  prompt  notice to the  Company  of the
         LIBOR-Rate as so determined.

         (b) Revolving Loan Maturity Periods. At any time when the Company shall
request the Banks to make a Set of  Revolving  Loans the  Company  shall fix the
term of such Revolving  Loans (the "Revolving  Loan Maturity  Period"  thereof),
which  Revolving Loan Maturity  Period shall be (i) the next Business Day in the
case of selection of the Prime Rate Option (a "Prime Rate  Maturity  Period") or
(ii) one month, two months,  three months or six months in the case of selection
of the LIBOR-Rate Option (a "LIBOR-Rate Maturity Period"); provided, that:


                                       28

<PAGE>



             (i) Each Prime Rate Maturity  Period which would otherwise end on a
         day not a  Business  Day  shall  be  extended  to the  next  succeeding
         Business Day;

             (ii) Each LIBOR-Rate Maturity Period which would otherwise end on a
         day  which  is not a  Business  Day  shall  be  extended  to  the  next
         succeeding  Business  Day  unless  such  Business  Day falls in another
         calendar  month,  in which case such  Maturity  Period shall end on the
         next preceding Business Day; and

            (iii) The Company may not fix a Revolving Loan Maturity Period which
         would end after the Revolving  Expiration  Date when any Revolving Loan
         is outstanding.

The last day of a Revolving Loan Maturity Period is herein  sometimes called the
"Revolving Loan Maturity Date" thereof.

         (c) Transactional  Amounts.  Every selection of an interest rate Option
and every  prepayment of the Revolving Loans shall be in a principal amount such
that after giving effect thereto the aggregate  outstanding  principal amount of
the Prime Rate Loans and each Set of  LIBOR-Rate  Loans shall be as set forth in
the table below:

Type or Set of
Revolving Loans                   Allowable Aggregate Principal Amounts

Prime Rate Loans                  An integral multiple of $1,000,000

Each Set of                       An integral multiple of $1,000,000
LIBOR-Rate Loans                  but not less than $5,000,000

         (d) Interest After  Maturity.  After the principal  amount of any Prime
Rate Loan shall have become due (by acceleration or otherwise),  such Loan shall
bear interest for each day until paid (before and after  judgment) at a rate per
annum  which shall be the greater of (i) 1% above the Prime Rate on the day such
Revolving  Loan became due and (ii) 1% above the current Prime Rate from time to
time, such interest rate to change  automatically from time to time effective as
of the  effective  date of each  change in the Prime Rate.  After the  principal
amount  of any  LIBOR-Rate  Loan  shall  have  become  due (by  acceleration  or
otherwise),  such Loan shall bear  interest  for each day until paid (before and
after  judgment)  (iii) until the Revolving  Loan Maturity Date of the currently
applicable  Revolving Loan Maturity Period of such Revolving Loan, at a rate per
annum 1% above the rate  otherwise  applicable to such  Revolving  Loan and (iv)
thereafter in accordance with the previous sentence.

         (e)  Computation  of Interest  and Fees.  Interest on  Revolving  Loans
hereunder  shall be  computed on the basis of a year of 360 days and actual days
elapsed and the  Facility Fee shall be computed on the basis of a year of 365 or
366 days, as the case may be.

                                       29

<PAGE>




         (f)      LIBOR-Rate Unascertainable; Impracticability.  If

                  (i) on any date on which a LIBOR-Rate  would  otherwise be set
         the Agent  shall have in good  faith  determined  (which  determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining such LIBOR-Rate; or

             (ii) on any date on which a LIBOR-Rate  would  otherwise be set two
         or more Banks shall have in good faith determined (which  determination
         shall be conclusive  absent  manifest error) that the effective cost to
         each such Bank of funding its  Revolving  Loan to which such rate would
         apply,  will exceed the interest rate payable by the Company in respect
         thereof under this Agreement; or

            (iii) at any  time any Bank  shall  have  determined  in good  faith
         (which  determination  shall be conclusive  absent manifest error) that
         the making,  maintenance or funding by such Bank of any LIBOR-Rate Loan
         has been made  impracticable  or  unlawful by (A) the  occurrence  of a
         contingency which materially and adversely affects the secondary market
         for  negotiable  certificates  of  deposit  maintained  by  dealers  of
         recognized standing or the interbank eurodollar market, as the case may
         be,  or (B)  compliance  by such  Bank in good  faith  with  any Law or
         guideline or interpretation  or administration  thereof by any Official
         Body charged with the interpretation or administration  thereof or with
         any request or  directive  of any such  Official  Body  (whether or not
         having the force of law);

then,  and in any such  event,  such  Bank or Banks,  as the case may be,  shall
forthwith so notify the Agent,  and the Agent shall  forthwith  advise the other
Banks and the Company  thereof.  A certificate as to the specific  circumstances
specified in such notice  shall be promptly  submitted by the Agent or such Bank
or Banks,  as the case may be, to the Agent  (which shall  promptly  confirm the
same to the Company and the other Banks).

         Upon such date as shall be specified in such notice (which shall not be
earlier than the date such notice is given) the  obligation of each of the Banks
to allow the Company to select the  LIBOR-Rate  Option shall be suspended  until
the Agent  shall have  determined  or the Bank or Banks  furnishing  such notice
shall have later notified the Agent of its or their  determination in good faith
(which  determination shall be conclusive) that the circumstances giving rise to
such previous determination no longer exist.

         If a Bank  notifies  the  Agent  of a  determination  under  subsection
2.09(f)(iii)  the  Revolving  Loans  covered  by  such  notice  which  are  then
outstanding  shall be due and  payable  on the date  specified  in such  notice.
Absent  contrary  notice  from the Company to the Agent by 10:00  o'clock  a.m.,
Charlotte, North Carolina time,

                                       30

<PAGE>



one Business  day prior to such date,  the Company  shall,  at the option of the
Agent,  be deemed to have  notified  the Agent at such time  pursuant to Section
2.07(a) to the effect that the Company requests the Banks to make a Set of Prime
Rate Loans to the Company on such date for a Revolving  Loan Maturity  Period of
30 days in aggregate principal amount equal to the aggregate principal amount of
the outstanding Loans covered by such notice.

         If at the time the Agent or any Bank or Banks  make(s) a  determination
under  subsection  2.09(f)(i) or (ii) in respect of the LIBOR-Rate  Option,  the
Company has  previously  notified the Agent that it wishes to select that Option
in respect of a proposed  Set of  Revolving  Loans,  but such Option has not yet
gone into effect,  such notification shall be deemed to provide for selection of
the Prime Rate Option instead.

         2.10.  Prepayments.  Subject to the provisions of Section
2.13(b) the Company shall have the right at its option from time to
time to prepay (or in the case of clause (b) below, pay) the
Revolving Loans in whole or part without premium or penalty:

                  (a) at any time with respect to any Set of Prime Rate
         Loans,

                  (b) on the Revolving Loan Maturity Date of any Set of
         LIBOR-Rate Loans, as to such Loans, or

                  (c) on the date  specified  in a notice  given by the Agent or
         any Bank pursuant to Section  2.09(f) hereof with respect to any of the
         LIBOR-Rate Loans.

Whenever the Company  desires to prepay all or any part of the Revolving  Loans,
it shall  provide  Standard  Notice to the  Agent  setting  forth the  following
information:

                  (d)      The date, which shall be a Business Day, on which
         the proposed prepayment is to be made;

                  (e) The total principal amount of such prepayment, which shall
         be the sum of the  principal  amounts  selected  pursuant to clause (f)
         below; and

                  (f) The principal  amounts selected in accordance with Section
         2.09(c) hereof of each Set of Prime Rate Loans or LIBOR-Rate  Loans, as
         the case may be, to be prepaid in whole or in part.

Standard  Notice having been so provided,  on the date  specified in such notice
the principal  amount of the Revolving Loans specified in such notice,  together
with interest on such principal amount to such date, shall be due and payable.


                                       31

<PAGE>



         2.11.  Interest Payment Dates.  Interest on each Set of LIBORRate Loans
shall be due and payable on the Maturity Date thereof and  thereafter on demand,
and if any Maturity Period is longer than three months also on the last Business
Day of the third month of such Maturity Period. Interest on Prime Loans shall be
due and payable  quarterly  on the first day of each  January,  April,  July and
October, beginning January 1, 1996.

         2.12. Pro Rata Treatment and Payments. Each Set of Revolving Loans made
by the Banks hereunder  shall be made by them ratably based on their  Applicable
Commitment  Percentages until the Revolving Expiration Date; provided,  that the
failure of any Bank to fund any particular  Revolving Loan shall not relieve any
other Bank of its  obligation  to lend  hereunder nor in any way alter or modify
such obligation of any Bank.  Each payment or prepayment  against an outstanding
Set of Revolving Loans hereunder shall (except as otherwise provided in Sections
2.13 and 2.14) be applied pro rata to such Revolving  Loans in proportion to the
outstanding  principal amount of each on the date of such payment or prepayment.
All  payments  and  prepayments  to be made in respect of  principal,  interest,
Facility  Fee or other  amounts  due from the Company in  connection  with Loans
hereunder or under any Note shall be payable at 12:00 o'clock  Noon,  Charlotte,
North Carolina time, on the day when due without presentment, demand, protest or
notice of any kind,  all of which are  hereby  expressly  waived,  and an action
therefor shall immediately  accrue.  Such payments shall be made to the Agent at
its Office in Dollars in funds  immediately  available  at such  Office  without
setoff,  counterclaim or other deduction of any nature, and shall be distributed
by the Agent in immediately  available funds on the day received by the Agent to
each Bank pro rata,  except as aforesaid.  All payments to be made in respect of
principal,  interest,  fees or other  amounts due from the Company in connection
with  Competitive Bid Loans hereunder or under any Competitive Bid Note shall be
payable at 12:00 Noon,  Charlotte,  North Carolina time, on the date due without
presentment,  demand,  protest  or notice of any kind,  all of which are  hereby
expressly  waived,  and an  action  therefore  shall  immediately  accrue.  Such
payments shall be made to the Agent at its office without  setoff,  counterclaim
or deduction of any nature (except as permitted by Section 2.02(i) hereof),  and
shall be  distributed  by the Agent in  immediately  available  funds on the day
received by the Agent to the Bank which made the  Competitive  Bid Loan to which
such payment  relates.  To the extent  permitted by law,  after there shall have
become due (by acceleration or otherwise)  interest,  Facility Fees or any other
amounts due from the Company  hereunder  or under the Notes  (excluding  overdue
principal, which shall bear interest as described in Section 2.09(d) hereof, but
including  interest  payable under this Section  2.12),  such amounts shall bear
interest for each day until paid (before and after judgment), payable on demand,
at a rate per annum 1.25% above the then current Prime Rate,  such interest rate
to change  automatically from time to time effective as of the effective date of
each change in the Prime Rate.  The  Company  shall,  at the time of making each
payment under this

                                       32

<PAGE>



Agreement or any Note,  specify to the Agent the Loan or Loans or other  amounts
payable by the Company  hereunder to which such payment is to be applied (and if
the Company  fails to so specify,  or if an Event of Default has occurred and is
continuing, the Agent may distribute such payment to the Banks in such manner as
it or the Required  Banks may  determine to be  appropriate,  provided  that any
payment so directed to pay any Revolving  Loans shall be made in accordance with
this Section 2.12).

         2.13.  Additional Compensation in Certain Circumstances.

         (a) Increased Costs or Reduced Return  Resulting From Taxes,  Reserves,
Capital  Adequacy  Requirements,  Expenses,  etc.  If any  Law or  guideline  or
interpretation  or  application  thereof by any  Official  Body charged with the
interpretation  or  administration  thereof or  compliance  with any  request or
directive of any  Official  Body  (whether or not having the force of law),  now
existing or hereafter adopted:

                  (i) subjects a Bank or its Notional  LIBOR-Rate Funding Office
         to any new tax or changes  the basis of taxation  with  respect to this
         Agreement,  the  Notes,  the  Loans  or  payments  by  the  Company  of
         principal,  interest,  Facility Fee or other  amounts due  hereunder or
         under the Notes  (except  for taxes on the overall net income of a Bank
         or such  Notional  LIBOR-Rate  Funding  Office  imposed by the country,
         state,  county,  city or  equivalent  jurisdiction  in which the Bank's
         principal  executive  office or Notional  LIBOR-Rate  Funding Office is
         located),

             (ii) imposes,  modifies or deems  applicable  any reserve,  special
         deposit or similar requirement against credits or commitments to extend
         credit  extended by, or assets (funded or contingent) of, deposits with
         or for the account of or other  acquisitions of funds by, a Bank or its
         Notional  LIBOR-Rate Funding Office (other than requirements  expressly
         included herein in the determination of the LIBOR-Rate hereunder),

            (iii) imposes,  modifies or deems applicable any capital adequacy or
         similar  requirement  (A) against assets (funded or contingent)  of, or
         credits or  commitments  to extend  credit  extended  by, a Bank or its
         Notional LIBOR-Rate Funding Office, or (B) otherwise  applicable to the
         obligations of a Bank or its Notional  LIBOR-Rate  Funding Office under
         this Agreement, or

            (iv) imposes upon a Bank or its Notional  LIBOR-Rate  Funding Office
         any other  condition  or expense with  respect to this  Agreement,  the
         Notes or the making, maintenance or funding of any part of the Loans,

and the result of any of the  foregoing is to increase  the cost to,  reduce the
income receivable by, or impose any expense (including

                                       33

<PAGE>



loss of margin) upon such Bank or its Notional  LIBOR-Rate  Funding  Office with
respect to this  Agreement,  the Notes or the making,  maintenance or funding of
any part of the  Loans  (or,  in the case of any  capital  adequacy  or  similar
requirement,  to have the effect of  reducing  the rate of return on such Bank's
capital,  taking into consideration such Bank's policies with respect to capital
adequacy)  by an amount  which such Bank deems to be  material  (each Bank being
deemed for this purpose to have made,  maintained or funded its LIBOR-Rate Loans
from a Corresponding  Source of Funds), such Bank shall from time to time notify
the  Company  of the amount  determined  in good  faith  (using  any  reasonable
averaging and attribution  methods) by such Bank (which  determination  shall be
conclusive) to be necessary to compensate such Bank or such Notional  LIBOR-Rate
Funding Office for such increase,  reduction or imposition. Such amount shall be
due and payable by the Company to such Bank ten Business  Days after such notice
is given.  A  certificate  by such Bank as to the amount due under this  Section
2.13(a) from time to time and describing in reasonable  detail the determination
of such amount shall be conclusive  absent manifest error. Each Bank agrees that
it will use good faith  efforts to notify the Company of the  occurrence  of any
event that would give rise to a payment  under this Section  2.13(a);  provided,
however,  that any  failure  of a Bank to give any such  notice  for a period of
three months after the Maturity  Date of the first  Maturity  Period or Interest
Period,  as the case may be, as to which  such  payment  relates  shall  have no
effect on the Company's obligations hereunder.

         (b)  Indemnity.  In  addition to the  compensation  required by Section
2.13(a)  hereof,  the  Company  shall  indemnify  each Bank  against any loss or
expense  (including  loss of  margin)  which such Bank  sustains  or incurs as a
consequence of any

                  (i) payment or prepayment by the Company of any of such Bank's
         LIBOR-Rate Loans on a day other than the Maturity Date thereof,

                  (ii) payment by the Company of any of such Bank's  Competitive
         Bid Loans on a day other than the Maturity Date therefor,

                  (iii)  attempt by the Company to revoke  (expressly,  by later
         inconsistent  notices or  otherwise) in whole or part any notice stated
         herein to be  irrevocable  (the  Banks  collectively,  but not  singly,
         having in their sole  discretion the options (A) to give effect to such
         attempted revocation and obtain indemnity under this Section 2.13(b) or
         (B) to treat such attempted revocation as having no force or effect, as
         if never made), or

                  (iv) default by the Company in the  performance  or observance
         of any covenant or condition  contained in this Agreement or the Notes,
         including without limitation any

                                       34

<PAGE>



         failure of the Company to pay when due (by  acceleration  or otherwise)
         any  principal,  interest,  commitment  fee or  any  other  amount  due
         hereunder or under a Note.

If a Bank sustains or incurs any such loss or expense it shall from time to time
notify the Agent of the  amount  determined  in good  faith by such Bank  (which
determination  shall be  conclusive  absent  manifest  error) to be necessary to
indemnify  such Bank for such loss or expense,  and the Agent shall  promptly so
notify the Company.  Such amount shall be due and payable by the Company to such
Bank ten Business Days after such notice is given.

         2.14.  Regulation D Costs.  Without  duplication  of or  limitation  by
Section  2.13,  if any Bank  determines in good faith that it has incurred or is
incurring any reserve costs under  Regulation D of the Board of Governors of the
Federal  Reserve  System from time to time in effect (or any  successor or other
regulation  or official  interpretation  of said Board of Governors  relating to
reserve  requirements  applicable to member banks of the Federal Reserve System)
with respect to Eurocurrency  liabilities,  which costs such Bank determines are
attributable  to making,  funding or  maintaining  any of its  LIBOR-Rate  Loans
hereunder,  then,  within ten Business Days of demand by such Bank,  the Company
shall pay such Bank the amount of such reserve  costs so incurred as  reasonably
determined by such Bank.

         2.15.  Funding by Branch, Subsidiary or Affiliate.

         (a) Notional Funding. Each Bank shall have the right from time to time,
prospectively  or  retrospectively,  without notice to the Company,  to deem any
branch,  subsidiary or affiliate of such Bank to have made, maintained or funded
any part of such Bank's  LIBOR-Rate  Loans or Euro-based  Loans at any time. Any
branch,  subsidiary  or  affiliate  so  deemed  shall be  known  as a  "Notional
LIBOR-Rate  Funding Office".  Each Bank shall deem any of its LIBORRate Loans or
Euro-based Loans or the funding therefor to have been transferred to a different
Notional  LIBOR-Rate  Funding Office (i) if such transfer would avoid or cure an
event or condition described in subsection 2.09(f)(ii) hereof or would lessen an
indemnity  payable to the Bank under  Sections 2.13 or 2.14 hereof,  and if (ii)
such  Bank  determines  in its  sole  discretion  that  such  transfer  would be
practicable and would not have a material adverse effect on such Loans, the Bank
or its Notional LIBOR-Rate Funding Office (it being assumed for purposes of such
determination  that each of the  Bank's  LIBOR-Rate  Loans is  actually  made or
maintained by or funded through the corresponding  Notional  LIBOR-Rate  Funding
Office).  Notional  LIBOR-Rate Funding Offices may be selected by a Bank without
regard to the Bank's actual methods of making,  maintaining or funding its Loans
or any sources of funding actually used by or available to the Bank.

         (b)      Actual Funding.  Each Bank shall have the right from time
to time to make or maintain any of the LIBOR-Rate Loans or Euro-

                                       35

<PAGE>



based  Loans  funded  by such Bank by  arranging  for a  branch,  subsidiary  or
affiliate of the Bank to make or maintain  such Loans.  Each Bank shall have the
right to (i) hold the Note  payable to its order for the  benefit and account of
such branch, subsidiary or affiliate or (ii) request the Company to issue one or
more promissory notes in the principal amount of designated  LIBOR-Rate Loans or
Euro-based Loans made by such Bank in substantially  the form attached hereto as
Exhibit C or Exhibit D, with the blanks  appropriately  filled,  payable to such
branch, subsidiary or affiliate and with appropriate changes reflecting that the
holder thereof is not obligated to make any additional Loans to the Company. The
Company agrees to comply  promptly with any such request under clause (ii). If a
Bank causes a branch,  subsidiary  or  affiliate  to make or maintain any of its
Loans hereunder,  all terms and conditions of this Agreement shall, except where
the context clearly requires  otherwise,  be applicable to such Loans and to any
promissory note payable to the order of such branch,  subsidiary or affiliate to
the same extent as if such Loans were made or  maintained,  and such  promissory
note were a Note payable to the order of, such Bank.

         2.16.  Extension of Expiration Dates. At the request of the Company the
Banks may, in their sole  discretion,  elect to extend the Revolving  Expiration
Date then in effect for  additional  periods of one year each. The Company shall
notify the Banks of its request for such an extension by delivering to the Agent
and the Banks notice of such request  signed by a  Responsible  Officer not more
than ninety (90) days nor less than sixty (60) days prior to each anniversary of
the Effective  Date. If all the Banks shall elect to so extend,  the Agent shall
notify  the  Company in writing  within  sixty (60) days of its  receipt of such
request for  extension  of the decision of the Banks as to whether to extend the
Revolving  Expiration  Date.  Failure by any Bank to respond to a request for an
extension  shall  constitute  a refusal of such Bank to give its consent to such
extension.  Failure by the Agent to give such notice shall constitute refusal by
the Banks to extend the Revolving Expiration Date.


                                       36

<PAGE>



         SECTION 3.  REPRESENTATIONS AND WARRANTIES

         In order to induce the Banks to enter into this  Agreement  and to make
the Loans herein  provided for, the Company  hereby  covenants,  represents  and
warrants to each Bank that:

         3.01.  Financial  Condition.  The  consolidated  balance  sheet  of the
Company and its Consolidated  Subsidiaries as at January 1, 1995 and the related
consolidated statements of income and retained earnings and changes in financial
position for the fiscal year ended on such date, certified by Price Waterhouse &
Co.,  copies of which have  heretofore been furnished to each Bank, are complete
and  correct in all  material  respects  and  present  fairly  the  consolidated
financial condition of the Company and its Consolidated  Subsidiaries as at such
date, and the consolidated  results of their operations and changes in financial
position  for the fiscal year then ended.  The  unaudited  consolidated  balance
sheet of the Company and its Consolidated Subsidiaries as at October 1, 1995 and
the related  unaudited  consolidated  statements of income and retained earnings
and changes in financial  position for the nine-month period ended on such date,
certified  by a  Responsible  Officer,  copies  of which  have  heretofore  been
furnished to each Bank,  are  complete and correct in all material  respects and
present  fairly the  consolidated  financial  condition  of the  Company and its
Consolidated Subsidiaries as at such date, and the consolidated results of their
operations  and changes in  financial  position for the  nine-month  period then
ended  (subject  to  normal  year-end  audit  adjustments).  All such  financial
statements,  including  the  related  schedules  and  notes  thereto,  have been
prepared in accordance  with GAAP applied  consistently  throughout  the periods
involved.  Except for the guarantees of indebtedness  permitted in Section 6.03,
neither the Company nor any of its  Consolidated  Subsidiaries  has any material
Contingent Obligation or liability for taxes, long-term lease or unusual forward
or long-term  commitment,  which is not reflected herein or in the schedules and
exhibits hereto or in the foregoing statements or in the notes thereto.

         3.02.  No  Adverse  Change.  Since  October  1, 1995  there has been no
material  adverse  change in the  business,  operations,  assets or financial or
other condition of the Company and its Subsidiaries taken as a whole.

         3.03. Corporate Existence; Compliance with Law. Each of the Company and
its Material  Subsidiaries  (a) is duly organized,  validly existing and in good
standing under the laws of the  jurisdiction of its  incorporation,  (b) has the
corporate  power  and  authority  and the  legal  right to own and  operate  its
property, to lease the property it operates and to conduct the business in which
it is currently engaged,  (c) is duly qualified as a foreign  corporation and is
in good standing under the laws of each jurisdiction where its ownership,  lease
or  operation  of  property  or  the  conduct  of  its  business  requires  such
qualification and the

                                       37

<PAGE>



failure to so qualify would not have a material  adverse  effect on the business
of the Company and its Subsidiaries taken as a whole, and (d) to the best of the
Company's  knowledge  after due diligence,  is in compliance with all applicable
Laws (i) subject to the possible  implications of the litigation and proceedings
described in Schedule 1 hereto and (ii) except to the extent that the failure to
comply with any such Laws could not, in the aggregate,  have a material  adverse
effect on the business, operations,  property or financial or other condition of
the  Company and its  Subsidiaries  taken as a whole,  and could not  materially
adversely  affect the ability of the Company to perform  its  obligations  under
this Agreement and the Notes.

         3.04.  Corporate Power;  Authorization;  Enforceable  Obligations.  The
Company  has the  corporate  power and  authority  and the legal  right to make,
deliver and perform this Agreement and the Notes and to borrow hereunder and has
taken all necessary  corporate  action to authorize the  borrowings on the terms
and conditions of this  Agreement and the Notes and the execution,  delivery and
performance of this  Agreement and the Notes.  No consent or  authorization  of,
filing  with,  or other act by or in  respect  of any  person,  is  required  in
connection   with  the  borrowings   hereunder  or  the   execution,   delivery,
performance,  validity or  enforceability  of this Agreement or the Notes.  This
Agreement has been, and each Note will be, duly executed and delivered on behalf
of the Company and this Agreement  constitutes,  and each Note when executed and
delivered will constitute,  legal, valid and binding  obligations of the Company
enforceable against the Company in accordance with their respective terms.

         3.05. No Legal Bar. The  execution,  delivery and  performance  of this
Agreement and the Notes,  the  borrowings  hereunder and the use of the proceeds
thereof will not violate any Law or any Contractual Obligation of the Company or
any of its  Subsidiaries  and will not result in, or  require,  the  creation or
imposition of any Lien on any of its or their respective  properties or revenues
pursuant to any Law or Contractual Obligation.

         3.06.  No  Material  Litigation.  Except as set forth in Schedule 1, no
litigation,  investigation  or  proceeding  of or before  any  Official  Body is
pending  or, to the  knowledge  of the  Company,  threatened  by or against  the
Company  or any of its  Material  Subsidiaries  or  against  any of its or their
respective  properties  or revenues  (a) with  respect to this  Agreement or the
Notes or any of the  transactions  contemplated  hereby,  or (b)  which,  in the
reasonable judgment of the Company,  would have a material adverse effect on the
business,  operations,  property or financial or other  condition of the Company
and its Subsidiaries taken as a whole.

         3.07.  No  Default.  Neither  the  Company  nor  any  of  its  Material
Subsidiaries is in default under or with respect to any  Contractual  Obligation
in any respect  which could be materially  adverse to the business,  operations,
property or financial or other

                                       38

<PAGE>



condition of the Company and its  Subsidiaries  taken as a whole, or which could
materially   adversely  affect  the  ability  of  the  Company  to  perform  its
obligations under this Agreement and the Notes.

         3.08.  Taxes.  Each of the  Company and its  Subsidiaries  has filed or
caused to be filed all tax  returns  which to the  knowledge  of the Company are
required  to be filed and has paid all taxes shown to be due and payable on said
returns or on any  assessments  made  against it or any of its  property and all
other taxes,  fees or other charges  imposed on it or any of its property by any
Official  Body (other  than those the amount or  validity of which is  currently
being  contested in good faith by  appropriate  proceedings  and with respect to
which  reserves in  conformity  with GAAP have been provided on the books of the
Company  or its  Subsidiaries,  as the case may be, or those the  failure to pay
which,  in the  aggregate,  would not be  materially  adverse  to the  business,
operations,  property or  financial  or other  condition  of the Company and its
Subsidiaries  taken as a whole);  and no tax liens have been  filed and,  to the
knowledge of the Company,  no claims are being asserted with respect to any such
taxes, fees or other charges.

         3.09. Subsidiaries.  Schedule 2 hereto contains an accurate list of all
of the presently existing Subsidiaries and Material Subsidiaries,  setting forth
their  respective  jurisdictions  of  incorporation  and the percentage of their
respective outstanding capital stock owned by the Company or other Subsidiaries;
all of the issued and  outstanding  shares of capital stock of the  Subsidiaries
have been duly authorized and issued and are fully paid and non-assessable.

         3.10.  Material  Agreements.  The  agreements  identified on Schedule 3
hereto (the "Material  Agreements") are all of the material  business  contracts
(other than purchase and sales  agreements  and credit  agreements) to which the
Company or any Material  Subsidiary is a party;  each  Material  Agreement is in
full force and effect; and the Company and its Material Subsidiaries are in full
compliance  with the terms and  provisions  applicable to them  contained in the
Material  Agreements.  The  aggregate  amount of all  payments to be made by the
Company under all noncompetition agreements in effect on the Effective Date does
not exceed $5,000,000.

         3.11.  Indebtedness  and  Contingent  Obligations.  Schedule  4  hereto
accurately  identifies  the  material  items of  Indebtedness  and the  material
Contingent Obligations for which the Company or any Subsidiary is obligated.

         3.12.  Pension-Related Matters. A copy of the most recent Annual Report
(5500 Series Form),  including all attachments thereto,  filed with the Internal
Revenue Service has been provided to the Agent for each Plan and fairly presents
the funding status of each Plan. There has been no material deterioration in any
Plan's funding status since the date of such Annual Report. The

                                       39

<PAGE>



Company has provided the Agent with a list of all Plans and Multiemployer  Plans
and all  available  information  with  respect  to its or any  Controlled  Group
Member's   direct,   indirect,   or  potential   withdrawal   liability  to  any
Multiemployer Plan.

         3.13.  Federal  Regulations.  No  part  of the  proceeds  of any  Loans
hereunder will be used for "purchasing" or "carrying"  "margin stock" within the
respective  meanings of each of the quoted terms under Regulation U of the Board
of  Governors  of the  Federal  Reserve  System  as now  and  from  time to time
hereafter  in effect,  or for any  purpose  which  violates  (or which  would be
inconsistent  with) the  provisions of Regulations G, T, U or X of such Board of
Governors.

         3.14.  Investment  Company  Act.  The  Company  is not  an  "investment
company"  or a company  "controlled"  by an  "investment  company",  within  the
meaning of the Investment Company Act of 1940, as amended.

         3.15. Pari Passu Status.  The obligations of the Company  hereunder and
under the Notes rank and will rank at least pari  passu in  priority  of payment
with all other senior unsecured Indebtedness of the Company.



                                       40

<PAGE>



         SECTION 4.  CONDITIONS OF EFFECTIVENESS

         4.01. Initial Set of Loans. The effectiveness of this Agreement and the
obligation  of the Banks to fund the initial Set of  Revolving  Loans under this
Agreement (and the obligation of a Bank to fund a Competitive Bid Loan for which
such Bank has  submitted a  Competitive  Bid Quote that has been accepted by the
Company hereunder) is subject to the accuracy,  as of the Effective Date, of the
representations  and  warranties  herein  contained,  to the  performance by the
Company of its  obligations  to be performed  hereunder on or before the date of
such Loans and to the satisfaction of the following further conditions:

                  (a)  Representations  and Warranties.  The representations and
         warranties  contained  in Section 3 shall be true on and as of the date
         of such Loans (or  Competitive  Bid Loan, if applicable)  with the same
         effect as though made on and as of such date, and on such date no Event
         of  Default  and  no  Potential  Default  shall  have  occurred  and be
         continuing or shall exist after giving effect to all of the Loans to be
         made on said date.

                  (b)  Proceedings  and Incumbency  Certificate.  At the time of
         making such Loans (or Competitive Bid Loan, if applicable)  there shall
         have been  delivered  to the Agent,  together  with  sufficient  signed
         copies to provide one for each of the Banks, a  certificate,  dated not
         earlier  than the  Effective  Date and not later  than the date of such
         Loans  (or  Competitive  Bid Loan,  if  applicable)  and  signed by the
         Secretary or an Assistant  Secretary of the Company,  certifying  as to
         (i) the corporate  proceedings  taken by the Company  referred to in to
         Section 3.04 hereof and (ii) the  incumbency of the officer or officers
         of the Company  authorized  to sign this  Agreement and the Notes to be
         issued  hereunder,  together  with true  signatures  of such officer or
         officers; the Agent and each of the Banks may conclusively rely on such
         certificate.

                  (c) Opinion of  Counsel.  At the time of making such Loans (or
         Competitive  Bid Loan, if  applicable)  each Bank shall have received a
         favorable  written  opinion,  dated not earlier than the Effective Date
         and not later than the date of such Loans (or  Competitive Bid Loan, if
         applicable) of Messrs.  Witt, Gaither & Whitaker,  substantially in the
         form attached hereto as Exhibit G.

                  (d) Legal  Details  and  Proceedings.  All legal  details  and
         proceedings in connection  with the  transactions  contemplated by this
         Agreement shall be satisfactory to the Agent,  and the Banks shall have
         received all such counterpart  original or certified or other copies of
         such documents and proceedings in connection with such transactions, in
         form  and  substance  satisfactory  to  the  Agent,  as  any  Bank  may
         reasonably request.

                                       41

<PAGE>




                  (e)  Notes.  The Company shall have delivered to the
         Agent such Notes as shall be required by Section 2.04(a) and
         (c).

         4.02. Subsequent Loans. The obligation of the Banks to fund each Set of
Revolving  Loans  subsequent to the initial Set thereof and the  obligation of a
Bank to fund each  Competitive  Bid Loan for which  such  Bank has  submitted  a
Competitive Bid Quote that has been accepted by the Company hereunder is subject
to the accuracy of the representations  and warranties herein contained,  to the
performance by the Company of its  obligations  to be performed  hereunder on or
before the date of each such  subsequent  Set of Revolving  Loans or Competitive
Bid Loans, as the case may be, and to the satisfaction of the following  further
conditions:

                  (a)   Representations;   Defaults.   The  representations  and
         warranties  contained  in Sections  3.03 (except  clause (d)  thereof),
         3.04,  3.05, 3.06, 3.07, 3.13, 3.14 and 3.15 hereof (and in the case of
         Revolving Loans which are neither Rollover Loans nor Loans the proceeds
         of which will be promptly  used by the  Company to finance  payments at
         maturity of  Competitive  Bid Loans on which the  Standard  Notice with
         respect to such  Revolving  Loans is given  hereunder  3.03(d)  hereof)
         shall be true on and as of the date of such Loans, with the same effect
         as though made on and as of such date, and on such date (i) each of the
         Material Agreements identified as a "bottler's contract" or "first line
         contract"  in  Schedule  3 shall be in full  force and  effect  and the
         Company  or  Subsidiary  party  thereto  shall  be in  full  compliance
         therewith  and (ii) no Event of Default and no Potential  Default shall
         have  occurred and be  continuing or shall exist after giving effect to
         all of the Loans to be made on said date.

                  (b)  Legal  Details.  All legal  details  and  proceedings  in
         connection with the  transactions  contemplated by this Agreement shall
         be  satisfactory  to the Agent,  and the Banks shall have  received all
         such  counterpart  originals  or  certified  or  other  copies  of such
         documents and proceedings in connection with such transactions, in form
         and substance  satisfactory  to the Agent,  as any Bank may  reasonably
         request.

The delivery by the Company to the Agent of Standard Notice with respect to each
proposed  Revolving Loan hereunder,  other than in respect of the initial Set of
Revolving Loans shall  automatically  constitute a representation by the Company
to each Bank that the conditions provided in clause (a) of this Section 4.02 are
true on the date such notice is  delivered,  except as otherwise  stated in such
notice,  and will be true on the date  such  Loan is made  unless  the  Agent is
advised to the contrary by the Company before such Loan is made. The delivery by
the Company to the Agent of a  Competitive  Bid Quote  Request with respect to a
proposed

                                       42

<PAGE>



Competitive Bid Loan hereunder shall  automatically  constitute a representation
by the Company to each Bank that the  conditions  provided in clause (a) of this
Section 4.02 are true on the date such request is delivered, except as otherwise
stated in such request and will be true on the date such Loan is made unless the
Agent is advised to the contrary by the Company before such Loan is made.



                                       43

<PAGE>



         SECTION 5.  AFFIRMATIVE COVENANTS

         The Company  covenants  that from and after the date hereof and so long
as it may  borrow  hereunder  and  until  payment  in full of all  Notes  issued
hereunder  and  interest  thereon  and fees,  unless the  Required  Banks  shall
otherwise consent in writing:

         5.01.  Financial Statements.  The Company will furnish to each
Bank:

                  (a) as soon as  available,  but in any  event  within  90 days
         after  the  end of  each  fiscal  year of the  Company,  copies  of the
         consolidated   balance  sheet  of  the  Company  and  its  Consolidated
         Subsidiaries as at the end of such year and of the related consolidated
         statements  of income and  retained  earnings  and changes in financial
         position for such year,  setting forth in each case in comparative form
         the figures for the  previous  year,  certified  without  qualification
         arising out of the scope of the audit, by independent  certified public
         accountants of nationally recognized standing; and

                  (b) as soon as  available,  but in any event not later than 45
         days after the end of each of the first three quarterly periods of each
         fiscal  year  of the  Company,  copies  of the  unaudited  consolidated
         balance sheet of the Company and its  Consolidated  Subsidiaries  as at
         the end of  such  quarter  and of the  related  unaudited  consolidated
         statements  of income and  retained  earnings  and changes in financial
         position  of the  Company and its  Consolidated  Subsidiaries  for such
         quarterly  period and the portion of the fiscal year through such date,
         setting forth in each case in comparative form figures for the previous
         year,  certified by a Responsible  Officer  (subject to normal year-end
         audit adjustments).

All such  financial  statements  shall be complete  and correct in all  material
respects and shall be prepared in reasonable  detail and in accordance with GAAP
applied  consistently  throughout  the  periods  reflected  therein  (except  as
approved  by such  accountants  or  officer,  as the case may be, and  disclosed
therein).

         5.02.  Certificates; Other Information.  The Company will
furnish to each Bank:

                  (a) concurrently with the delivery of the financial statements
         referred to in Section  5.01(a) above, a certificate of the independent
         certified  public  accountants  certifying  such  financial  statements
         stating that in making the examination  necessary therefor no knowledge
         was obtained of any  Potential  Default or Event of Default,  except as
         specified in such certificate,  and certifying the Company's compliance
         with the terms of Section 6.01;


                                       44

<PAGE>



                  (b) concurrently with the delivery of the financial statements
         referred  to in  Sections  5.01(a)  and  (b)  above,  (i) a  Compliance
         Certificate,  and (ii) a certificate of a Responsible  Officer  stating
         that such officer has no knowledge of any Potential Default or Event of
         Default except as specified in such certificate;

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

                  (d)  promptly   upon  the  filing   thereof,   copies  of  all
         registration statements and annual, quarterly, monthly or other regular
         reports which the Company files with the
         Securities and Exchange Commission;  and (e) promptly,  such additional
         financial  and  other  information  as any Bank  may from  time to time
         reasonably request.

         5.03. Visitation. The Company shall permit such persons as the Agent or
any Bank may designate to visit and inspect any of the properties of the Company
and of any Subsidiary,  to examine their  respective  books and records and take
copies and extracts therefrom and to discuss their respective affairs with their
respective officers,  employees and independent accountants at such times and as
often as the  Agent  or any Bank may  reasonably  request.  The  Company  hereby
authorizes such officers,  employees and independent accountants to discuss with
the Agent or any Bank the affairs of the Company and its Subsidiaries.

         5.04. Preservation of Existence and Franchises. The Company shall, and,
except as provided in Section 6.08 hereof,  shall cause each of its Subsidiaries
to,  maintain its corporate  existence,  rights and franchises in full force and
effect in its jurisdiction of incorporation.  The Company shall, and shall cause
each  of  its  Subsidiaries  to,  qualify  and  remain  qualified  as a  foreign
corporation  in each  jurisdiction  in which  failure to receive or retain  such
qualification  would have a material adverse effect on the business,  operations
or  financial  condition  of the  enterprise  comprised  of the  Company and its
Subsidiaries taken as a whole.

         5.05. Insurance. The Company shall, and shall cause each Subsidiary to,
maintain with financially sound and reputable insurers insurance with respect to
its  properties  and  business  and against  such  liabilities,  casualties  and
contingencies  and of such types and in such amounts as is customary in the case
of  corporations  engaged in the same or a similar  business  or having  similar
properties similarly situated.

         5.06.  Maintenance of  Properties.  Except as provided in Section 6.05,
the Company shall,  and shall cause each Subsidiary to, (i) maintain or cause to
be maintained in good repair,  working order and condition the properties now or
hereafter owned,  leased or otherwise  possessed by it and (ii) make or cause to
be made all

                                       45

<PAGE>



needful and proper repairs, renewals,  replacements and improvements thereto, so
that,  in the case of clauses (i) and (ii) above,  the business now or hereafter
carried on by the Company or any Subsidiary  may be properly and  advantageously
conducted at all times.

         5.07. Payment of Taxes and Other Potential Charges and Priority Claims;
Payment of Other Current  Liabilities.  The Company shall,  and shall cause each
Subsidiary  to,  pay  or  discharge  any  of  the  following   described  taxes,
assessments,  charges,  levies, claims and liabilities which are material to the
Company and its Subsidiaries when taken as a whole:

                  (a) on or prior to the date on which penalties attach thereto,
         all taxes, assessments and other governmental charges or levies imposed
         upon it or any of its properties or income;

                  (b) on or prior to the date when  due,  all  lawful  claims of
         materialmen,  mechanics,  carriers,  warehousemen,  landlords and other
         like persons which,  if unpaid,  might result in the creation of a Lien
         upon any such property;

                  (c) on or prior to the date when due, all other lawful  claims
         which, if unpaid,  might result in the creation of a Lien upon any such
         property  (other than Liens not  forbidden  by Section  6.02 hereof) or
         which, if unpaid,  might give rise to a claim entitled to priority over
         general  creditors  of the Company or such  Subsidiary  in a case under
         Title 11 (Bankruptcy) of the United States Code, as amended,  or in any
         insolvency  proceeding  or  dissolution  or  winding-up  involving  the
         Company or such Subsidiary; and

                  (d) all other  current  liabilities  so that none is  overdue,
         unless the creditor has consented thereto,  more than 90 days; provided
         that unless and until  foreclosure,  distraint,  levy,  sale or similar
         proceedings  shall have been commenced,  the Company or such Subsidiary
         need not pay or discharge any such tax, assessment, charge, levy, claim
         or current  liability so long as the  validity  thereof is contested in
         good faith and by appropriate  proceedings  diligently conducted and so
         long  as  such  reserves  or  other  appropriate  provisions  as may be
         required  by GAAP  shall  have been made  therefor  and so long as such
         failure to pay or discharge does not have a material  adverse effect on
         the  business,  operations  or financial  condition  of the  enterprise
         comprised of the Company and its Subsidiaries taken as a whole.

         5.08. Continuation of Business. The Company shall, and shall cause each
Subsidiary to, continue to engage in its business  substantially as conducted on
the date hereof.

         5.09. Use of Loan Proceeds.  The proceeds of all Loans hereunder to the
extent they are not Rollover Loans, shall be

                                       46

<PAGE>



applied by the Company to any one or more of the following purposes:  (a) to pay
at  maturity  commercial  paper  issued by the  Company  or (b)  subject  to the
provisions  of Section 6 hereof,  to other  general  corporate  purposes  of the
Company, including without limitation the payment of obligations incurred by the
Company or any of its Subsidiaries  for capital  expenditures or the purchase of
the capital stock or assets of other Coca-Cola bottling related enterprises.

         5.10. Notice of Pension-Related Events. Promptly after the Company, any
Controlled Group Member or any administrator of a Plan:

                  (i)  receives the notification referred to in clauses
         (i), (iv) or (vii) of Section 7.01(f) hereof,

             (ii) has knowledge of (A) the occurrence of a Reportable Event with
         respect to a Plan; (B) any event which has occurred or any action which
         has been taken to amend or  terminate  a Plan as referred to in clauses
         (ii) and (vi) of  Section  7.01(f)  hereof;  (C) any  event  which  has
         occurred  or any action  which has been  taken  which  could  result in
         complete  withdrawal,  partial  withdrawal,  or secondary liability for
         withdrawal  liability  payments with respect to a Multiemployer Plan as
         referred  to in clause  (vii) of  Section  7.01(f)  hereof;  or (D) any
         action which has been taken in furtherance  of, any agreement which has
         been  entered  into for,  or any  petition  which has been filed with a
         United States  district  court for, the  appointment of a trustee for a
         Plan as referred to in clause (iii) of Section 7.01(f) hereof, or

            (iii) files a notice of intent to terminate a Plan with the Internal
         Revenue Service or the PBGC; or files with the Internal Revenue Service
         a request  pursuant to Section  412(d) of the Code for a variance  from
         the minimum  funding  standard  for a Plan;  or files a return with the
         Internal  Revenue Service with respect to the tax imposed under Section
         4971(a) of the Code for failure to meet the minimum  funding  standards
         established under Section 412 of the Code for a Plan,

the Company will furnish to the Agent a copy of any notice received,  request or
petition  filed and agreement  entered into; the most recent Annual Report (Form
5500 Series) and  attachments  thereto for the Plan;  the most recent  actuarial
report for the Plan; any notice,  return or materials  required to be filed with
the Internal Revenue Service in connection with the event, action or filing; and
a written statement of a Responsible  Officer describing the event or the action
taken and the reasons therefor.

         5.11. Notices of Events of Default,  Levies Etc. Promptly upon becoming
aware thereof the Company shall give notice to the Agent of:


                                       47

<PAGE>



                  (a) the  occurrence  of any  Event  of  Default  or  Potential
         Default,  accompanied by a written  statement of a Responsible  Officer
         setting  forth the  details  thereof  and of any  action  with  respect
         thereto taken or contemplated by the Company;

                  (b) the filing against the Company or any of its  Subsidiaries
         of any  attachment,  levy,  writ of  execution or other  similar  legal
         process against assets of the Company or such Subsidiary  having a book
         value in excess of  $1,000,000,  unless the claim  giving  rise to such
         process is  adequately  covered by insurance  or is being  contested in
         good  faith by the  Company  or such  Subsidiary  by legal  proceedings
         diligently pursued; or

                  (c) the commencement, existence or threat of any litigation or
         other  proceeding  by or before any Official  Body against or affecting
         the Company or any of its  Subsidiaries  which,  if adversely  decided,
         would have a material  adverse  effect on the  business,  operations or
         financial condition of the enterprise  comprised of the Company and its
         Subsidiaries taken as a whole.



                                       48

<PAGE>



         SECTION 6.  NEGATIVE COVENANTS

         The  Company  covenants  and agrees that from and after the date hereof
and so long as it may borrow  hereunder  and until  payment in full of all Notes
issued hereunder and interest thereon and fees,  unless the Required Banks shall
otherwise consent in writing:

         6.01.  Financial Maintenance Covenants.

                  (a) Cash Flow/Fixed Charges Ratio. The Cash Flow/Fixed Charges
         Ratio,  as  determined  quarterly  as of the  last  day of each  fiscal
         quarter of the  Company  (and  treating  such  quarter  as having  been
         completed), shall not be less than 1.50 to 1 for each fiscal quarter.

                  (b)  Consolidated  Funded  Indebtedness/Cash  Flow Ratio.  The
         Consolidated  Funded   Indebtedness/Cash   Flow  Ratio,  as  determined
         quarterly as of the last day of each fiscal quarter of the Company (and
         treating  such  quarter  as having  been  completed),  shall not exceed
         six-to-one for any fiscal quarter.

         6.02. Liens. The Company shall not, and shall not permit any Subsidiary
to, at any time create,  incur, assume or suffer to exist any Lien on any of its
property or assets, tangible or intangible,  now owned or hereafter acquired, or
agree or become liable to do so, except:

                  (a) The  existing  material  Liens listed in Schedule 5 hereto
         (and extension,  renewal and  replacement  Liens upon the same property
         previously subject to an existing Lien,  provided the amount secured by
         each Lien constituting  such an extension,  renewal or replacement Lien
         shall not exceed the amount secured by the Lien previously existing);

                  (b) Liens arising from taxes, assessments, or claims described
         in Section  5.07  hereof  that are not yet due or that  remain  payable
         without  penalty or to the extent  permitted to remain unpaid under the
         proviso to such Section 5.07;

                  (c)  deposits  or  pledges  to secure  worker's  compensation,
         unemployment  insurance,  old age  benefits  or other  social  security
         obligations,  or in  connection  with or to secure the  performance  of
         bids,  tenders,  trade  contracts  or  leases,  or to secure  statutory
         obligations,  or stay,  surety or appeal  bonds,  or other  pledges  or
         deposits of like nature and all in the ordinary course of business;

                  (d) Liens on  property  securing  all or part of the  purchase
         price thereof and Liens  (whether or not assumed)  existing in property
         at the time of purchase thereof by the Company or a Subsidiary,  as the
         case may be (and extension, renewal and replacement Liens upon the same
         property

                                       49

<PAGE>



         previously subject to a Lien described in this clause (d), provided the
         amount secured by each Lien  constituting  such  extension,  renewal or
         replacement  shall not exceed the amount secured by the Lien previously
         existing),  provided  that  each such  Lien is  confined  solely to the
         property so purchased, improvements thereto and proceeds thereof;

                  (e) Liens resulting from progress payments or partial payments
         under United States Government contracts or subcontracts thereunder;

                  (f) Liens  arising  from  legal  proceedings,  so long as such
         proceedings   are  being   contested  in  good  faith  by   appropriate
         proceedings  diligently  conducted  and  execution  is  stayed  on  all
         judgments resulting from any such proceedings; and

                  (g) zoning restrictions,  easements, minor restrictions on the
         use of real property,  minor  irregularities in title thereto and other
         minor Liens that do not in the  aggregate  materially  detract from the
         value of a property  or asset to, or  materially  impair its use in the
         business of, the Company or such Subsidiary.

         6.03.  Guarantees.  The  Company  shall  not,  and shall not permit any
Subsidiary to, directly or indirectly  assume,  guarantee,  become surety for or
endorse or otherwise  become or remain directly or  contingently  liable upon or
with respect to Indebtedness  of any other person or persons except,  (i) in the
case of the Company only, with respect to obligations in an aggregate  principal
amount not to exceed $50 million and (ii) existing  guarantees  of  Subsidiaries
described in Schedule 6 hereto.

         6.04.  Investments.  The  Company  shall not,  and shall not permit any
Subsidiary to, at any time purchase,  acquire or own any stock,  bonds, notes or
other  securities  of,  or any  partnership  or other  interest  in, or make any
capital  contribution  to, any other person (any of the foregoing being referred
to in this Section 6.04 as an "investment"), except:

                  (a)  investments  existing on the date hereof in  Southeastern
         Container, Western Container Corporation and South Atlantic Canners and
         other  investments  existing on the date hereof with an aggregate value
         on the books of the Company not in excess of $750,000;

                  (b) investments in the capital stock of Subsidiaries listed in
         Schedule  2  hereto  and  investments  in  any  cooperative   providing
         bottling,  canning or other  productive  services to the Company or any
         Subsidiary;

                  (c)  investments in  obligations  backed by the full faith and
         credit of the United States of America;

                                       50

<PAGE>




                  (d)  investments in  certificates of deposit issued (i) by any
         of the  Banks,  or (ii) by any bank or by  United  States  or  Canadian
         commercial banks having  shareholders'  equity of at least $500,000,000
         and whose long term  obligations  are rated "AA" or "Aa" by  Standard &
         Poor's Corporation or Moody's Investors Service, Inc., respectively;

                  (e)  investments in commercial  paper or corporate  promissory
         notes maturing,  or which may be redeemed by the holder,  not more than
         six months after the date of acquisition  and rated "A-1" by Standard &
         Poor's Corporation or "P-1" by Moody's Investors Service, Inc.;

                  (f)  investments in repurchase  agreements held in safekeeping
         at  substantial  repositories  and secured by  investments  of the kind
         listed in clauses (c), (d) and (e) above;

                  (g)  investments  in time deposits  denominated  in Dollars in
         commercial  banks  (including  branch  offices of United  States banks)
         located in Western Europe and having  shareholders'  equity of at least
         $500,000,000;

                  (h) investments in assets, franchises and businesses after the
         date hereof,  the result of which does not cause the Company to violate
         any term of Section  6.01  hereof,  and as to which in the case of each
         such investment,  the chief financial officer of the Company shall have
         sent to each Bank a  certificate  certifying  that the  acquisition  is
         permitted  under Section 6.04 including this subsection (h), and in the
         event  that  the  purchase  price of any soft  drink  bottling  assets,
         franchises  and  business  acquired  singly or as a group  exceeds  $50
         million,  shall  have  sent  to  each  Bank a copy  of  audited  and/or
         unaudited  financial  statements for the most recently completed fiscal
         year  and  interim  period  relating  to  the  assets,  franchises  and
         businesses acquired; and

                  (i) other investments not exceeding  $500,000 in the aggregate
         at any time for the Company and all Subsidiaries.

         6.05.  Dispositions  of Assets.  The Company  shall not,  and shall not
permit any Subsidiary to, sell, convey, assign, abandon or otherwise transfer or
dispose of, voluntarily or involuntarily (any of the foregoing being referred to
in this Section 6.05 as a "transaction"  and any series of related  transactions
constituting  but a  single  transaction),  any of  its  properties  or  assets,
tangible or intangible, except:

                  (a)      transactions (including sales of trucks, vending
         machines and other equipment) in the ordinary course of
         business.


                                       51

<PAGE>



                  (b) transactions  between  Subsidiaries or between the Company
         and  Subsidiaries;  provided,  if the  transaction  should  involve the
         transfer  by the  Company of  bottling  contracts  either  listed as or
         constituting  at anytime a Material  Agreement or scheduled on Schedule
         3: (i) the recipient  Subsidiary  after the transaction  shall remain a
         wholly-owned   Subsidiary  of  the  Company;  and  (ii)  the  recipient
         Subsidiary  after the transaction (x) shall have  substantially  all of
         the previous rights of the Company under such bottling  contracts,  and
         (y)  shall  sublicense  to the  Company,  at least for the term of this
         Agreement,   substantially  all  of  its  rights  under  such  bottling
         contracts,  especially  the  right to  bottle  and  sell  the  products
         licensed  in  the  territories  granted  by  such  bottling  contracts;
         provided,  further,  that to the extent  there is a transfer of assets,
         other than bottling contracts,  to a Subsidiary,  such Subsidiary shall
         continue at all times to be  wholly-owned,  directly or indirectly,  by
         the Company;

                  (c)  any  sale  of  real  property  not  used  in the  current
         operations  of the Company and for not less than the fair market  value
         of such  property,  provided  that  the  aggregate  proceeds  of  sales
         pursuant to this clause (c) shall not exceed  $10,000,000 in any fiscal
         year of the Company;

                  (d) other sales,  conveyances,  assignments or other transfers
         or  dispositions  in immediate  exchange  for cash or tangible  assets,
         subject to prior approval in each case by the Required Banks;

                  (e) other sales,  conveyances,  assignments or other transfers
         or dispositions that do not in the aggregate exceed  $10,000,000 in any
         fiscal year of the Company;

                  (f)  the sale for cash of any and all accounts receivable
         in a face amount not to exceed Fifty Million Dollars
         ($50,000,000); and

                  (g) transfers or dispositions for cash, other than as provided
         by subsections  (a) through (f) of this section 6.05, if on the date of
         the  consummation  thereof,  if such  date is  prior  to the  Revolving
         Expiration  Date, the Commitments are permanently  reduced on such date
         by  the  amount  of  the  net  cash  proceeds  of  such   transfers  or
         dispositions in the manner set forth in Section 2.07(b)(ii).

         6.06. Material Agreements.  The Company shall not, and shall not permit
any  Subsidiary  to,  (a)  agree to any  material  modification  (by  amendment,
separate new agreement or otherwise) of any Material  Agreement  identified as a
"bottler's  contract" or "first line contract" in Schedule 3 or (b) agree to any
material  modification of any other Material  Agreement,  franchise agreement or
bottling contract to which the Company or a Subsidiary is now or hereafter party
if the effect of such modification would be

                                       52

<PAGE>



materially adverse to the business,  operations,  property or financial or other
condition of the Company and its Subsidiaries  taken as a whole; and the Company
shall not, and shall not permit any Subsidiary to, (i) suffer or permit any such
bottler's  contract or first line contract referred to in clause (a) above to be
in default or to lapse or be  withdrawn  by reason of any act or omission on the
part of the  Company or any  Subsidiary  or (ii) suffer or permit any such other
Material  Agreement,  franchise  agreement  or  bottling  contract  to which the
Company or a Subsidiary  is now or hereafter  party to be in default or to lapse
or be  withdrawn  by reason of any act or omission on the part of the Company or
any  Subsidiary  if the effect of such  default,  lapse or  withdrawal  would be
materially adverse to the business,  operations,  property or financial or other
condition of the Company and its Subsidiaries taken as a whole.

         6.07.  Compliance with Federal Reserve  Regulations.  The Company shall
not,  and shall not  permit  any  Subsidiary  to,  create,  incur or assume  any
Indebtedness or other liability,  or to make any investment,  resulting directly
or  indirectly  in a  violation  of  Regulation  G,  T, U or X of the  Board  of
Governors of the Federal  Reserve  System,  as amended or modified  from time to
time, or of other applicable Law.

         6.08.  Merger.  The  Company  shall  not,  and  shall  not  permit  any
Subsidiary to, merge with or into or consolidate with any other Person, or agree
to do any of the  foregoing,  except  that if no Event of Default  or  Potential
Default  shall occur and be continuing or shall exist at the time of such merger
or consolidation or immediately thereafter and after giving effect thereto

                  (a)      the Company may merge with any other corporation,
         including a Subsidiary, if the Company shall be the surviving
         corporation;

                  (b)      a wholly-owned Subsidiary may merge with or into or
         consolidate with any other wholly-owned Subsidiary; and

                  (c)      a wholly-owned Subsidiary may merge with any other
         corporation, if such Subsidiary shall be the surviving
         corporation.

         6.09.  Fiscal  Periods.  The Company will not permit its fiscal year to
end on a date other than a December 31 or a date within 5 days  thereof and will
not permit any fiscal  quarter to end on a date other than a March 31,  June 30,
September 30 or December 31 or a date within 5 days thereof. For purposes of the
covenants,  definitions and other provisions of this Agreement,  a fiscal period
which ends within five days of a March 31, June 30,  September 30 or December 31
shall be deemed to end on such March 31, June 30,  September  30 or December 31,
as the case may be.


                                       53

<PAGE>



         6.10.  Indebtedness of Subsidiaries.  The Company shall not
permit any Subsidiary to incur or permit to exist any Indebtedness
except Indebtedness to the Company or another Subsidiary.




                                       54

<PAGE>



         SECTION 7.  DEFAULTS

         7.01.  Events of  Default.  If one or more of the  following  described
Events of Default  shall  occur and be  continuing  or shall exist and shall not
have been remedied, that is to say:

                  (a) The Company  shall  default in the payment of principal of
         any of the Notes when due; or the Company  shall default in the payment
         of  interest  on any of the Notes or of the  Facility  Fee when due and
         such  default  shall  not  be  remedied  for  a  period  of  five  days
         thereafter; or

                  (b) The  Company or any  Subsidiary  shall  default in (i) any
         payment of the  principal  of or interest on any other  obligation  for
         borrowed money or (ii) any  obligation for the deferred  purchase price
         of  property  or (iii) any lease or  rental  obligation  or (iv) in the
         performance  of  any  covenant,  term  or  condition  contained  in any
         agreement or instrument under which any such obligation is created, and
         shall not have cured such default specified in clauses (i), (ii), (iii)
         or (iv)  within  any  period of grace  provided  by such  agreement  or
         instrument if the effect of such default is to cause,  or to permit the
         holder or  holders of such  obligation  (or a trustee on behalf of such
         holder or holders) to cause,  an obligation in excess of $10,000,000 to
         become due prior to its stated  maturity and such default is not waived
         or cured in accordance with the terms thereof; or

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

                  (d) The Company shall default in the performance or observance
         of any covenant  contained  in Section 6 hereof and such default  shall
         not be remedied for a period of five days after  notice  thereof to the
         Company from the holder of any Note; or

                  (e) The Company shall default in the performance or observance
         of  any  other  covenant,  agreement,   condition,  provision  or  duty
         hereunder  and such  default  shall not be remedied  for a period of 30
         days after  notice  thereof to the Company from the holder of any Note;
         or

                  (f) The  Required  Banks shall  determine in good faith (which
         determination  shall  be  conclusive)  that the  potential  liabilities
         associated  with the  events  set forth in clauses  (i)  through  (vii)
         below, individually or in the aggregate,  could have a material adverse
         effect  on  the  business  operations  or  financial  condition  of the
         Company:

                                       55

<PAGE>




                           (i) The PBGC notifies a Plan pursuant to Section 4042
                  of ERISA by  service  of a  complaint,  threat of filing a law
                  suit or otherwise of its determination that an event described
                  in Section  4042(a) of ERISA has  occurred,  a Plan  should be
                  terminated or a trustee should be appointed for a Plan; or

                      (ii) Any action is taken to  terminate a Plan  pursuant to
                  its provisions or the plan administrator files with the PBGC a
                  notice  of  intent  to  terminate  a Plan in  accordance  with
                  Section 4041 of ERISA; or

                     (iii) Any action is taken by a plan administrator to have a
                  trustee  appointed  for a Plan  pursuant  to  Section  4042 of
                  ERISA; or

                      (iv) A return is filed with the Internal  Revenue Service,
                  or a Plan is notified by the  Secretary of the Treasury that a
                  notice of  deficiency  under Section 6212 of the Code has been
                  mailed,  with respect to the tax imposed under Section 4971(a)
                  of the Code for failure to meet the minimum funding  standards
                  established under Section 412 of the Code; or

                     (v) A Reportable Event occurs with respect to a Plan; or

                      (vi) Any  action  is taken  to amend a Plan to  become  an
                  employee  benefit  plan  described  in Section  4021(b)(1)  of
                  ERISA,  causing a Plan  termination  under Section  4041(e) of
                  ERISA; or

                     (vii) The Company or any Controlled Group Member receives a
                  notice of  liability  or demand  for  payment  on  account  of
                  complete  withdrawal  under  Section  4203 of  ERISA,  partial
                  withdrawal  under  Section  4205 of  ERISA  or on  account  of
                  becoming  secondarily liable for withdrawal liability payments
                  under Section 4204 of ERISA (sale of assets); or

                  (g)  The  Coca-Cola   Company  and  any  of  its  wholly-owned
         subsidiaries shall fail for a period of ninety days to own at least 20%
         of the capital stock of the Company, or such lesser percentage as shall
         result  solely from the  issuance  after the date hereof by the Company
         for fair consideration of capital stock to any other person;

then, and in any such event,  the Banks shall be under no further  obligation to
make Loans  hereunder and the Agent shall,  upon written request of the Required
Banks, by written or telegraphic  notice to the Company,  declare all Notes then
outstanding  hereunder and interest accrued thereon and all other liabilities of
the Company hereunder and thereunder to be forthwith due and payable,

                                       56

<PAGE>



and the same shall thereupon become and be due and payable without  presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived.

         If one or more of the following described Events of Default shall occur
and be  continuing or shall exist and shall not have been  remedied,  that is to
say:

                  (i) A proceeding  shall have been instituted in a court having
         jurisdiction  in the  premises  seeking a decree or order for relief in
         respect of the Company or any Subsidiary in an  involuntary  case under
         any  applicable  bankruptcy,  insolvency  or other  similar  law now or
         hereafter in effect, or for the appointment of a receiver,  liquidator,
         assignee,  custodian, trustee, sequestrator (or other similar official)
         of the Company or any  Subsidiary  or for any  substantial  part of its
         property,  or for the winding-up or liquidation of its affairs and such
         proceeding  shall  remain  undismissed  or unstayed and in effect for a
         period of 60 days or such court shall enter a decree or order  granting
         the relief sought in such proceeding; or

                  (j) The Company or any  Subsidiary  shall commence a voluntary
         case under any applicable  bankruptcy,  insolvency or other similar law
         now or hereafter in effect,  shall consent to the entry of an order for
         relief in an  involuntary  case under any such law, or shall consent to
         the  appointment  of or taking  possession  by a receiver,  liquidator,
         assignee, trustee, custodian,  sequestrator (or other similar official)
         of the Company or any  Subsidiary  or for any  substantial  part of its
         property,  or  shall  make a  general  assignment  for the  benefit  of
         creditors, or shall fail generally to pay its debts as they become due,
         or  shall  take  any  corporate  action  in  furtherance  of any of the
         foregoing;

then, and in any such event,  the Banks shall be under no further  obligation to
make Loans  hereunder  and all Notes then  outstanding  hereunder  and  interest
accrued  thereon  and  all  other  liabilities  of  the  Company  hereunder  and
thereunder  shall thereupon  become and be due and payable without  presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived.

         The  Agent,  any Bank or  holder  of a Note  giving  any  notice to the
Company under this Section 7.01 shall  simultaneously send a copy of such notice
to the holders of the other  Notes.  Promptly  after the Agent  receives  actual
notice of the  existence of an Event of Default,  the Agent shall give each Bank
notice thereof.

         7.02. Rights of Set-Off. In case an Event of Default shall occur and be
continuing  or  shall  exist,  the  holder  of any  Note  and  any  holder  of a
participation  in a Note (whether such  participation  was acquired  pursuant to
Section 9.01 or Section 9.13 or otherwise)  shall have the right, in addition to
all other rights and remedies

                                       57

<PAGE>



available to it, without notice to the Company,  to set-off against and apply to
the then unpaid  balance of all the Notes  and/or  participations  and all other
obligations of the Company hereunder any debt owing to, and any other funds held
in any manner for the account of, the Company by such holder, including, without
limitation,  all funds in all  deposit  accounts  (general  or  special)  now or
hereafter  maintained by the Company for its own account with such holder.  Such
right,  in case of an Event of  Default,  shall  exist  whether  or not any such
holder or the Agent shall have made any demand under this  Agreement or any Note
and/or participation and whether or not the Notes and/or participations and such
other  obligations  are matured or unmatured.  The Company hereby  confirms each
such  holder's and each Bank's right of banker's lien and set-off and nothing in
this Agreement shall be deemed any waiver or prohibition of any such holder's or
of any Bank's right of banker's lien or set-off.



                                       58

<PAGE>



         SECTION 8.  THE AGENT

         8.01.  Appointment.  The Banks hereby appoint NationsBank,
N.A. to act as Agent as herein specified for the Banks hereunder.
Each of the Banks hereby irrevocably authorizes, and each holder of
any Note by the acceptance of such Note shall be deemed irrevocably
to authorize, the Agent to take such action on its behalf under the
provisions of this Agreement and any other instruments and
agreements referred to herein, and to exercise such powers and to
perform such duties hereunder, as are specifically delegated to or
required of the Agent by the terms hereof, together with such
powers as are reasonably incidental thereto.  NationsBank, N.A.
agrees to act as the Agent on behalf of the Banks to the extent
provided in this Agreement.

         8.02.  Delegation of Duties.  The Agent may perform any of its
duties hereunder by or through agents or employees and shall be
entitled to advice of counsel concerning all matters pertaining to
its duties hereunder.

         8.03. Nature of Duties;  Independent  Credit  Investigation.  The Agent
shall have no duties or  responsibilities  except those  expressly  set forth in
this Agreement.  The duties of the Agent shall be mechanical and  administrative
in nature;  the Agent  shall not have by reason of this  Agreement  a  fiduciary
relationship in respect of any Bank; and nothing in this Agreement, expressed or
implied, is intended to or shall be so construed as to impose upon the Agent any
obligations in respect of this  Agreement  except as expressly set forth herein.
Each  Bank  expressly   acknowledges  (i)  that  the  Agent  has  not  made  any
representations  or  warranties  to it and  that no act by the  Agent  hereafter
taken,  including  any review of the affairs of the Company,  shall be deemed to
constitute any representation or warranty by the Agent to any Bank; (ii) that it
has made  and  will  make its own  independent  investigation  of the  financial
condition and affairs,  and its own appraisal of the  credit-worthiness,  of the
Company in connection with this  Agreement;  and (iii) that the Agent shall have
no duty or responsibility, either initially or on a continuing basis, to provide
any  Bank  with  any  credit  or  other  information,  whether  coming  into its
possession  before  the  making of any Loans  hereunder  or at any time or times
thereafter  except  information  expressly  required  to be given  to the  Banks
hereunder.

         8.04. Actions in Discretion of Agent; Instructions from Required Banks.
The Agent agrees,  upon the written  request of the Required  Banks, to take any
action of the type  specified  as being  within the  Agent's  rights,  powers or
discretion  herein. In the absence of a request by the Required Banks, the Agent
shall have authority pursuant to Section 8.03 hereof, in its sole discretion, to
take or not to take any such action, unless this Agreement specifically requires
the consent of the Required Banks or all the Banks.  Any action taken or failure
to act pursuant to such  instructions or discretion  shall be binding on all the
Banks and

                                       59

<PAGE>



on all  holders  of Notes.  No Bank  shall  have any right of action  whatsoever
against  the Agent as a result of the Agent  acting or  refraining  from  acting
hereunder in accordance  with the  instructions of the Required Banks, or in the
absence of such  instructions,  in the absolute  discretion of the Agent (unless
this  Agreement  specifically  requires the consent of the Required Banks or all
the Banks), subject to the provisions of Section 8.05.

         8.05.  Exculpatory  Provisions.  Neither  the  Agent  nor  any  of  its
directors,  officers,  employees  or agents  shall be liable to any Bank for any
action taken or omitted to be taken by it or them  hereunder,  or in  connection
herewith,  unless  caused  by its or  their  own  gross  negligence  or  willful
misconduct.  In performing  its functions and duties  hereunder on behalf of the
Banks, the Agent shall exercise the same care which it would exercise in dealing
with  loans  for its own  account,  but it shall not (i) be  responsible  in any
manner to any of the Banks for the effectiveness,  enforceability,  genuineness,
validity or the due execution of this Agreement or any of the Notes,  or for any
recital,  representation,  warranty, document,  certificate, report or statement
herein or made or furnished under or in connection with this Agreement,  or (ii)
be under any obligation to any of the Banks to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions hereof or
thereof on the part of the Company,  or the financial  condition of the Company,
or the  existence  or possible  existence  of any Event of Default or  Potential
Default.  Promptly after the Agent receives  actual notice of the existence of a
Potential  Event of Default or an Event of  Default,  the Agent  shall give each
Bank notice thereof.

         8.06. Reimbursement and Indemnification.  Each Bank agrees to reimburse
and indemnify the Agent (to the extent not  reimbursed by the Company),  ratably
in  proportion  to its  Commitment,  for and  against  any and all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements of any kind or nature  whatsoever which may be imposed
on,  incurred by or asserted  against the Agent, in its capacity as such, in any
way  relating  to or arising  out of this  Agreement  or the Notes or any action
taken or omitted by the Agent  hereunder or  thereunder;  provided  that no Bank
shall be  liable  for any  portion  of such  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
to the extent  that the same result from (i) the  Agent's  gross  negligence  or
willful misconduct,  (ii) a claim against the Agent or the Banks with respect to
which such Bank was not given notice and the  opportunity  to participate in the
defense thereof, at its expense, or (iii) a compromise and settlement  agreement
entered into without the consent of such Bank.

         8.07.  Reliance by Agent.  The Agent shall be entitled to rely upon any
writing,  telegram,  telex or teletype  message,  resolution,  notice,  consent,
certificate,   letter,  cablegram,   statement,   order  or  other  document  or
conversation by telephone or otherwise

                                       60

<PAGE>



believed by it to be genuine and correct and to have been  signed,  sent or made
by the  proper  party or  parties,  and  upon  opinions  of  counsel  and  other
professional  advisors selected by the Agent. Subject to Section 8.05, the Agent
shall be fully  justified  in failing or refusing  to take any action  hereunder
unless it shall first be  indemnified to its  satisfaction  by the Banks against
any and all  liability  and  expense  which may be  incurred  by it by reason of
taking or continuing to take any such action.

         8.08. NationsBank, N.A. in its Individual Capacity. With respect to its
Commitment,  the  Loans  made by it and the Note held by it,  NationsBank,  N.A.
shall  have the same  rights  and  powers  hereunder  as any other  Bank and may
exercise  the same as though it were not the  Agent,  and the terms  "Banks"  or
"holders of Notes" shall, unless the context hereof otherwise indicates, include
NationsBank,  N.A.  in  its  individual  capacity.  NationsBank,  N.A.  and  its
affiliates  may,  without  liability to account,  make loans to, accept deposits
from, act as trustee under  indentures  of, and generally  engage in any kind of
banking or trust business with, the Company and its  shareholders,  Subsidiaries
and affiliates as though it were not acting as Agent hereunder.

         8.09.  Holders of Notes.  The Agent may deem and treat the payee of any
Note as the owner of such Note for all purposes  hereof unless and until written
notice of the  assignment  or  transfer  thereof  shall have been filed with the
Agent. Any request,  authority or consent of any party who at the time of making
such request or giving such authority or consent is the holder of any Note shall
be conclusive  and binding on any subsequent  holder,  transferee or assignee of
such Note or of any Note or Notes issued in exchange therefor.

         8.10.  Successor  Agent.  The  Agent  may  resign at any time by giving
written notice thereof to the Banks and the Company.  Upon any such resignation,
the  Required  Banks  shall have the right to appoint a successor  Agent.  If no
successor  Agent  shall have been so  appointed,  and shall have  accepted  such
appointment,  within 30 days  after  the  retiring  Agent's  giving of notice of
resignation,  then the  retiring  Agent may,  on behalf of the Banks,  appoint a
successor  Agent which shall be a commercial  bank organized or regulated  under
the laws of the  United  States of  America  or any State  thereof  and having a
combined capital and surplus of at least $100,000,000.  Upon the acceptance by a
successor  Agent of its  appointment as Agent  hereunder,  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 under this  Agreement.  After any  retiring  Agent's
resignation  hereunder as Agent, the provisions of this Section 8 shall inure to
its  benefit as to any  actions  taken or omitted by it while it was Agent under
this Agreement.



                                       61

<PAGE>



         SECTION 9.  MISCELLANEOUS

         9.01.  Equalization of Banks.  The Banks agree among  themselves  that,
with  respect to all  amounts  received  (except  under  Sections  2.13 and 2.14
hereof) by any Bank for  application  on any  obligation  relating to  Revolving
Loans hereunder or on the Revolving Notes,  equitable adjustment will be made in
the manner stated in the next succeeding  sentence so that, in effect,  all such
amounts  will be  shared  ratably  among  the  Banks,  in  proportion  to  their
Commitments,   whether  received  by  voluntary  payment,  by  realization  upon
security,  by the  exercise  of the  right  of  set-off  or  banker's  lien,  by
counterclaim  or  cross  action  or any  other  non-pro  rata  source.  Any Bank
receiving  any such  amount  shall  purchase  for cash from the  other  Banks an
interest in their Revolving Notes in such principal  amount as shall result in a
ratable  participation  by each of the Banks in the aggregate  unpaid  principal
amount  of all  outstanding  Revolving  Notes  then  held  by all of the  Banks;
provided  that  if all or any  portion  of  such  excess  amount  is  thereafter
recovered  from such Bank,  such  purchase  shall be rescinded  and the purchase
price restored to the extent of such  recovery,  together with interest equal to
the pro rata amount of  interest,  if any,  which is required to be paid by such
Bank pursuant to court order.

         9.02.  No  Implied  Waiver;  Cumulative  Remedies;   Writing  Required;
Attorney's Fees in Certain Circumstances.  No delay or failure of the Agent, any
Bank or the  holder of any Note in  exercising  any  right,  power or  privilege
hereunder  shall  affect such  right,  power or  privilege  except as and to the
extent that the assertion of any such right,  power or privilege shall be barred
by an  applicable  statute  of  limitations;  nor  shall any  single or  partial
exercise thereof or any abandonment or discontinuance of steps to enforce such a
right,  power or privilege preclude any further exercise thereof or of any other
right,  power or privilege.  The rights and remedies hereunder of the Agent, the
Banks and the  holders  of the Notes are  cumulative  and not  exclusive  of any
rights or remedies which they would otherwise have. Any waiver,  permit, consent
or approval of any kind or character on the part of any Bank or of the holder of
any Note of any breach or default  under this  Agreement,  or any such waiver of
any  provision or condition of this  Agreement,  must be in writing and shall be
effective  only to the extent in such  writing  specifically  set forth.  In the
event of  termination  adversely  to the Company of any action at law or suit in
equity in relation to this Agreement or the Notes,  the Company,  in addition to
all other sums which the Company may be required to pay,  will pay a  reasonable
sum for attorney's fees and other costs incurred by the holder or holders of the
Notes in connection with such action or suit.

         9.03.  Taxes.  The Company  agrees to pay any and all stamp,  document,
transfer or  recording  taxes,  and  similar  impositions  payable or  hereafter
determined to be payable in connection with

                                       62

<PAGE>



this Agreement or the Notes or any other documents,  instruments or transactions
pursuant  to or in  connection  herewith,  and agrees to save the Agent and each
Bank  harmless  from  and  against  any and all  present  or  future  claims  or
liabilities  with respect to, or resulting  from any delay in paying or omission
to pay, any such taxes or similar impositions.

         9.04. Modifications, Amendments or Waivers. With the written consent of
the  Required  Banks,  the  Agent,  acting on behalf of all the  Banks,  and the
Company may from time to time enter into  agreements  amending  or changing  any
provision of this Agreement or the rights of the Banks or the Company hereunder,
or the Agent with the written consent of the Required Banks may grant waivers or
consents to a  departure  from the due  performance  of the  obligations  of the
Company hereunder, any such agreement,  waiver or consent made with such written
consent being effective to bind all the Banks; provided, that no such agreement,
waiver or consent may be made which will:

                           (i) Reduce or increase  the amount or alter the terms
                  of  the  Commitment  of  any  Bank  hereunder,  or  alter  the
                  provisions  relating to the  facility  fee payable to any Bank
                  hereunder,  or amend  Section  2.13 or  Section  2.14  hereof,
                  without the written consent of all the Banks; or

                      (ii) Extend the time for payment of  principal or interest
                  on any Note, or reduce the principal  amount of or the rate of
                  interest  borne by any Note, or otherwise  affect the terms of
                  payment of the  principal of or interest on any Note,  without
                  the written consent of the holder of such Note;

                     (iii) Change the  percentages  specified in the  definition
                  herein of  "Required  Banks",  or amend  Section  9.01 or this
                  Section 9.04, without the written consent of all the Banks; or

                      (iv)          Change any of the provisions of Section 8
                  hereof, without the written consent of all the Banks.

         9.05.  Notices.  All notices by the Company to the Agent under Sections
2.06,  2.07(b),  2.09(f),  2.10 and 2.13  hereof and by the Agent to the Company
under  Section 7.01 hereof  shall be sent by telex or by telephone  confirmed by
telex or  letter,  and shall be  effective  when  telephoned  or, in the case of
telex,  when  received.  All notices by the Agent under Section  2.02(h)  hereof
shall be sent by telex, telecopy or by telephone confirmed by telex, telecopy or
telephone, when received; and all other notices by the Company, the Agent or any
Bank under Section 2.02 hereof shall be sent by telex or telecopy,  and shall be
effective when received. All notices by

                                       63

<PAGE>



any  person  to a Bank  (except  as  otherwise  provided  in the  preceding  two
sentences) under any of said Sections shall be in writing, including telegram or
telex, with all charges or postage prepaid, and shall be effective when received
by such  Bank.  All  other  notices,  requests,  demands,  directions  and other
communications  (collectively  "notices") given to or made upon any party hereto
under the  provisions of this  Agreement  shall be in writing  unless  otherwise
expressly  permitted  hereunder and shall be delivered or sent by first-class or
first-class express mail, or by telex or telecopier with confirmation in writing
mailed first class, in all cases with postage or charges prepaid,  addressed, if
to a Bank, at its (first) address set forth with its signature hereto, if to the
Agent, at its Office, and, if to the Company,  at 1900 Rexford Road,  Charlotte,
North Carolina 28211, Attention:  Vice President and Treasurer, or in accordance
with any unrevoked written direction from any party to the other parties hereto.
Except as  otherwise  expressly  provided  herein,  any  properly  given  notice
hereunder  shall be effective when received in the case of any notice  delivered
directly to the addressee or sent by first-class mail, telex or telecopier.  Any
Bank or holder of a Note giving any notice to the Company  shall  simultaneously
send a copy thereof to the Agent,  and the Agent shall promptly notify the other
Banks of the receipt by it of any notice.

         9.06.  Reimbursement for Certain Expenses. The Company agrees to pay or
cause to be paid and to save the Agent and each Bank harmless against  liability
for the payment of all reasonable out-of-pocket expenses, including counsel fees
(i) incurred by the Agent in  connection  with the  preparation,  execution  and
performance  of this  Agreement and related  transactions,  (ii) incurred by the
Agent in connection with any requested  amendments,  waivers or consents related
to the  provisions  hereof  and  (iii)  incurred  by the  Agent  or any  Bank in
connection  with the  enforcement  of this  Agreement.  The  obligations  of the
Company under this Section 9.06 shall survive the payment of the Notes.

         9.07. Severability. The provisions of this Agreement are intended to be
severable.  If any  provision  of  this  Agreement  shall  be  held  invalid  or
unenforceable in whole or in part in any jurisdiction,  such provision shall, as
to such  jurisdiction,  be  ineffective  to the  extent  of such  invalidity  or
unenforceability  without in any manner affecting the validity or enforceability
thereof in any other  jurisdiction  or the  remaining  provisions  hereof in any
jurisdiction.

         9.08.  Consent to  Jurisdiction;  Waiver of Jury  Trial.  All  judicial
proceedings brought against the Company in connection with this Agreement may be
brought in any state or federal court of competent  jurisdiction in the State of
North  Carolina,  and by execution and delivery of this  Agreement,  the Company
accepts, for

                                       64

<PAGE>



itself and in connection with its properties, generally and unconditionally, the
nonexclusive  jurisdiction of the aforesaid courts, and irrevocably agrees to be
bound by any final judgment  rendered  thereby in connection with this Agreement
from which no appeal has been taken or is  available.  The  Company  irrevocably
consents  to the service of process of any of the  aforementioned  courts in any
such action or  proceeding  by the mailing of copies  thereof by  registered  or
certified  mail,  postage  prepaid,  to its notice address  specified in Section
9.05,  such service to become  effective  ten (10) days after such mailing or at
such earlier time provided by law. The company  irrevocably  waives (a) trial by
jury in any action or proceeding in connection with this Agreement,  and (b) any
objection (including without limitation, any objection of the laying of venue or
based on the grounds of forum non conveniens) which it may now or hereafter have
to the  bringing  of any such  action  or  proceeding  in  connection  with this
Agreement in any jurisdiction  set forth above.  Nothing herein shall affect the
right to serve  process in any other manner  permitted by law or shall limit the
right of the Agent or any Bank to bring  proceedings  against the Company in the
courts of any other jurisdiction.

         9.09.  Governing  Law. This  Agreement  and the Notes issued  hereunder
shall be deemed to be  contracts  under the laws of the State of North  Carolina
and for all purposes  shall be governed by and construed in accordance  with the
laws of said State.

         9.10.  Prior  Understandings.   This  Agreement  supersedes  all  prior
understandings and agreements, whether written or oral, among the parties hereto
relating to the transactions provided for herein.

         9.11.  Survival.   All  representations,   warranties,   covenants  and
agreements  of the  Company  contained  herein or made in writing in  connection
herewith shall survive the making of Loans  hereunder and shall continue in full
force and effect so long as any of the Notes is outstanding and until payment in
full of all of the Company's obligations hereunder.

         9.12.  Binding Effect.  This Agreement shall become  effective upon the
Effective  Date and shall be binding upon and inure to the benefit of each party
hereto and its  successors  and assigns,  except that the Company may not assign
its rights hereunder or any interest herein without the prior written consent of
the Banks.

         9.13.  Assignments and Participations.

         (a) At any time after the Effective  Date each Bank may, with the prior
consent of the Agent and the Company,  which consent  shall not be  unreasonably
withheld, assign to one or more banks or financial institutions all or a portion
of its rights and

                                       65

<PAGE>



obligations  under  this  Agreement  (including,  without  limitation,  all or a
portion  of the  Notes  payable  to its  order);  provided,  that (i) each  such
assignment shall be of a constant,  and not a varying,  percentage of all of the
assigning Bank's rights and obligations  (including Loans) under this Agreement,
(ii) for each  assignment  involving  the issuance  and  transfer of Notes,  the
assigning Bank shall execute an Assignment and Acceptance and the Company hereby
consents to execute  replacement  Notes to give effect to the assignment,  (iii)
the minimum  Commitment  which shall be  assigned  is  $5,000,000  and (iv) such
assignee shall have an office located in the United States. Upon such execution,
delivery,  approval and acceptance,  from and after the effective date specified
in each Assignment and Acceptance,  (x) the assignee thereunder shall be a party
hereto and, to the extent that rights and  obligations  hereunder  or under such
Notes have been  assigned or negotiated  to it pursuant to such  Assignment  and
Acceptance  have the rights and  obligations of a Bank hereunder and a holder of
such Notes and (y) the assignor  thereunder shall, to the extent that rights and
obligations hereunder or under such Notes have been assigned or negotiated by it
pursuant  to such  Assignment  and  Acceptance,  relinquish  its  rights  and be
released from its obligations  under this Agreement.  No assignee shall have the
right to further  assign its rights and  obligations  pursuant  to this  Section
9.01.  Any Bank who  makes  an  assignment  shall  pay to the  Agent a  one-time
administrative fee of $2,500.00.

         (b) By executing and delivering an Assignment and Acceptance,  the Bank
assignor  thereunder and the assignee  thereunder confirm to and agree with each
other and the other parties  hereto as follows:  (i) the  assignment  made under
such  Assignment  and  Acceptance is made under such  Assignment  and Acceptance
without  recourse;  (ii) such assigning Bank makes no representation or warranty
and assumes no  responsibility  with respect to the  financial  condition of the
Borrower or any  Subsidiary or the  performance or observance by the Borrower or
any  Subsidiary of any of its  obligations  under any Loan Document or any other
instrument or document furnished  pursuant hereto;  (iii) such assignee confirms
that it has  received  a copy of this  Agreement,  together  with  copies of the
financial statements delivered pursuant to Section 5.01 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance;  (iv) such assignee will,
independently  and without  reliance upon the Agent,  such assigning Bank or any
other  Bank and  based  on such  documents  and  information  as it  shall  deem
appropriate at the time,  continue to make its own credit decisions in taking or
not  taking  action  under  this  Agreement;  (v)  such  assignee  appoints  and
authorizes  the Agent to take such action as agent on its behalf and to exercise
such powers under this  Agreement and the Notes as are delegated to the Agent by
the terms  hereof  and  thereof,  together  with such  powers as are  reasonably
incidental thereto; and (vi)

                                       66

<PAGE>



such assignee  agrees that it will perform in accordance with their terms all of
the  obligations  which  by the  terms  of this  Agreement  are  required  to be
performed by it as a Bank and a holder of such Notes.

         (c) The Agent shall  maintain at its address  referred to herein a copy
of each Assignment and Acceptance delivered to and accepted by it.

         (d) Upon its receipt of an  Assignment  and  Acceptance  executed by an
assigning Bank, the Agent shall give prompt notice thereof to the Company.

         (e) Each  Bank may sell  participations  to one or more  banks or other
entities  as to all or a  portion  of its  rights  and  obligations  under  this
Agreement; provided, that (i) such Bank's obligations under this Agreement shall
remain  unchanged,  (ii) such Bank shall remain solely  responsible to the other
parties hereto for the  performance of such  obligations,  (iii) such Bank shall
remain the holder of any Notes  issued to it for the purpose of this  Agreement,
(iv) such participations shall be in a minimum amount of $1,000,000, and (v) the
Company,  the  Agent and the other  Banks  shall  continue  to deal  solely  and
directly  with such Bank in connection  with such Bank's rights and  obligations
under this  Agreement  and with regard to any and all  payments to be made under
this Agreement;  provided,  that the participation  agreement between a Bank and
its  participants  may provide  that such Bank will obtain the  approval of such
participant  prior to such  Bank's  agreeing to any  amendment  or waiver of any
provisions  of this  Agreement  which  would  (A)  extend  the  maturity  of the
Revolving  Note,  (B) reduce the interest  rate  hereunder,  or (C) increase the
Commitment of the Bank granting the participation, and (vi) the sale of any such
participations  which require the Company to file a registration  statement with
the United States  Securities  and Exchange  Commission or under the  securities
regulations or laws of any state shall not be permitted.

         (f)  Notwithstanding  any other  provision set forth in this Agreement,
any Bank may at any time create a security interest in all or any portion of its
rights under this Agreement (including,  without limitation,  the Loans owing to
it and the Note or Notes  held by it) in favor of any  Federal  Reserve  Bank in
accordance  with  Regulation A of the Board of Governors of the Federal  Reserve
System. In addition, any Bank may assign to an affiliate of such Bank all of any
portion of its commitment without the consent of the Company or the Bank.

         9.14.  Headings; Table of Contents.  The Section and other
headings contained in this Agreement and the Table of Contents
which precedes this Agreement are for reference purposes only and

                                       67

<PAGE>



shall  not  control  or  affect  the  construction  of  this  Agreement  or  the
interpretation thereof in any respect.

         9.15.  Counterparts.   This  Agreement  may  be  executed  in  as  many
counterparts  as may be deemed  necessary and  convenient,  and by the different
parties hereto on separate counterparts,  each of which, when so executed, shall
be deemed an original,  but all such  counterparts  shall constitute but one and
the same instrument.

                  [Remainder of page intentionally left blank.]


                                       68

<PAGE>



         IN WITNESS  WHEREOF,  the parties hereto,  by their officers  thereunto
duly authorized, have executed this Agreement as of the day and year first above
written.

WITNESS:                        COCA-COLA BOTTLING CO. CONSOLIDATED

------------------------
                                By:____________________________
________________________        Name:  Brenda B. Jackson
                                Title: Treasurer




                                       69

<PAGE>



Original Commitment             NATIONSBANK, N.A., in its
Amount:  $36,000,000             individual capacity and as
                                 Administrative and Syndication
                                 Agent


                                By:____________________________
                                Name:  Thomas F. O'Neill
                                Title: Senior Vice President

                                Address:  NationsBank Plaza
                                          Charlotte, NC 28255
                                Attention:  Corporate Banking
                                            Department

                                With copy to:

                                600 Peachtree Street, N.E.
                                21st Floor
                                Atlanta, Georgia 30308-2213
                                Attention: Thomas F. O'Neill


                                       70

<PAGE>



Original Commitment              CITIBANK, N.A.
Amount:  $34,000,000

                                 By:_______________________________
                                 Title:____________________________
                                 Address:  399 Park Avenue
                                           New York, NY  10043
                                           Attention: Barbara Cohen
                                                      Vice President

                                  With copy to:

                                  400 Perimeter Center Terrace
                                  Suite 600
                                  Atlanta, GA 30346
                                  Attention: Kirk P. Lakeman



                                       71

<PAGE>



Original Commitment            BANK OF AMERICA NATIONAL TRUST
Amount:  $30,000,000           AND SAVINGS ASSOCIATION, in its
                               individual capacity and as
                               Documentation Agent


                               By:_______________________________
                               Title:____________________________
                               Address: 1850 Gateway Boulevard
                                        Concord, CA  94520
                                        Attention: Susan Hardeman

                               With copy to:

                               230 Peachtree Street, N.W.
                               Suite 1700
                               Atlanta, GA 30303
                               Attention:  William O. Tucker



                                       72

<PAGE>



Original Commitment           SUNTRUST BANK, ATLANTA
Amount:  $20,000,000


                              By:_______________________________
                              Title:____________________________


                              By:_______________________________
                              Title:____________________________


                              Address:  25 Park Place
                                        Mail Code 118
                                        Atlanta, GA 30303
                                        Attention:  Frank Callison


                                       73

<PAGE>



Original Commitment               SOCIETE GENERALE
Amount:  $10,000,000


                                  By:_______________________________
                                  Title:____________________________
                                  Address:          4800 Trammell Crow Center
                                                    2001 Ross Avenue
                                                    Dallas, Texas 75201
                                                    Attention:  Ralph Saheb

                                  With a copy to:

                                   Societe Generale
                                   303 Peachtree N.W.
                                   Atlanta, Georgia 30308
                                   Attention:  Jerome Jacques




                                       74

<PAGE>



Original Commitment                WACHOVIA BANK OF NORTH CAROLINA,
Amount:  $10,000,000                 N.A.


                                   By:_______________________________
                                   Title:____________________________
                                   Address:  400 South Tryon Street
                                                     Charlotte, NC  28285



                                       75

<PAGE>



Original Commitment                LTCB TRUST COMPANY
Amount:  $10,000,000


                                   By:_______________________________
                                   Title:____________________________
                                   Address:




                                       76

<PAGE>



Original Commitment                SIGNET BANK/VIRGINIA
Amount:  $10,000,000


                                   By:_______________________________
                                   Title:____________________________
                                   Address:  P.O. Box 25970
                                                     Richmond, VA  23260



                                       77

<PAGE>



Original Combined                  KREDIETBANK, N.V.
Commitment Amount:
$10,000,000

                                   By:_______________________________
                                   Title:____________________________
                                   Address: 1349 W. Peachtree Street
                                            Suite 1750
                                            Atlanta, Georgia 30309
                                            (404) 876-2556
                                            (404) 876-3212



                                       78

<PAGE>



                                    EXHIBIT A

                        APPLICABLE COMMITMENT PERCENTAGES

Bank                                                  Committed Percentage

NationsBank, N.A.                                              21.2%

Citibank, N.A.                                                 20.0%

Bank of American National Trust
 and Savings Association                                       17.6%

SunTrust Bank, Atlanta                                         11.7%

Societe Generale                                                5.9%

Wachovia Bank of North Carolina, N.A.                           5.9%

LTCB Trust Company                                              5.9%

Signet Bank/Virginia                                            5.9%

Kredietbank, N.A.                                               5.9%

                                            TOTAL:            100.0%


                                       79

<PAGE>


                                     EXHIBIT B

                         FORM OF ASSIGNMENT AND ACCEPTANCE

                             DATED ______________, 19__

              Reference  is  made  to  the  Amended  and  Restated  Credit
         Agreement dated as  of December 21, 1995  (the "Agreement") among
         Coca-Cola  Bottling  Co.  Consolidated,  a  Delaware  corporation
         ("Company"),  the  Banks  (as  defined  in  the  Agreement)   and
         NationsBank,  N.A., as  Agent for  the Banks  ("Agent").   Unless
         otherwise defined herein, terms defined in the Agreement are used
         herein with the same meanings.

              _______________________ (the "Assignor") and _______________
         (the "Assignee") agree as follows:

              1.   The Assignor hereby sells and assigns to the  Assignee,
         and the Assignee hereby purchases and assumes  from the Assignor,
         WITHOUT  RECOURSE,  a  ___%1  interest  in  and  to  all  of  the
         Assignor's rights and  obligations under the Agreement as  of the
         Effective Date (as defined below), including, without limitation,
         such  percentage interest  in the  Assignor's Loan  owing to  the
         Assignor  on the  Effective  Date,  and  the Notes  held  by  the
         Assignor.

              2.   The Assignor  (i) represents  and warrants that,  as of
         the date hereof,  the aggregate outstanding  principal amount  of
         the  Revolving  Loan  owing  to  it  (without  giving  effect  to
         assignments  thereof  which have  not  yet  become effective)  is
         $______;  (ii) represents and  warrants that it  is the legal and
         beneficial owner of  the interest being assigned  by it hereunder
         and that such  interest is free  and clear of any  adverse claim;
         (iii)  makes  no  representation  or  warranty  and  assumes   no
         responsibility  with respect  to  any  statements, warranties  or
         representations  made in or  in connection with  the Agreement or
         the   Revolving  Note  or   the  execution,  legality,  validity,
         enforceability,   genuineness,  sufficiency   or  value   of  the
         Agreement  or  the Revolving  Note  or  any  other instrument  or
         document furnished pursuant thereto; (iv) makes no representation
         or warranty  and assumes  no responsibility  with respect  to the
         financial  condition  of  the  Company  or  the  performance   or
         observance  by  Borrower  of  any of  its  obligations  under the
         Agreement  or  the Revolving  Note  or  any other  instrument  or
         document furnished  pursuant thereto  and (v) attaches  the Notes
         referred  to in  paragraph 1  above and  requests that  the Agent
         exchange such Note  for new Notes as follows:   A Revolving Note,
         dated ______, 19__  in the principal amount of  $_______, payable
         to the order of the Assignor, and a Revolving Note, dated ______,
         19__, in principal amount  of $_________ payable to the  order of
         the Assignee; and  a Competitive Bid Note dated  _______, 19__ in
         the




                                         80



<PAGE>


         principal amount  of $________, payable  to the order  of the
         Assignor, and  a Competitive Bid  Note, dated ________,  19__,
         in the  principal amount of  $________ payable  to the order of
         the Assignee.

              3.   The Assignee (i)  confirms that it has received  a copy
         of  the   Agreement,  together  with  copies   of  the  financial
         statements referred  to in  Section 5.01  thereof and  such other
         documents  and information as  it has deemed  appropriate to make
         its  own  credit  analysis  and  decision  to   enter  into  this
         Assignment   and   Acceptance;   (ii)  agrees   that   it   will,
         independently and without reliance  upon the Agent, the Assignor,
         or any other Bank and based on  such documents and information as
         it shall deem appropriate at  the time, continue to make  its own
         credit decisions  in  taking  or  not  taking  action  under  the
         Agreement; (iii) appoints and authorizes  the Agent to take  such
         actions  on  its behalf  and  to  exercise such  powers  thereof,
         together with  such powers as are  reasonably incidental thereto;
         (iv) agrees that  it will perform  in accordance with its   terms
         all of  the obligations which by  the terms of the  Agreement are
         required to be performed  by the Bank;  and (v) specifies as  its
         address for notices the office set  forth beneath its name of the
         signature pages hereof.

              4.   The effective  date for this Assignment  and Acceptance
         shall be ________________ (the  "Effective Date").  Following the
         execution of this Assignment and Acceptance, it will be delivered
         to the  Agent for acceptance  and recording  by the  Agent.   The
         Assignor  shall retain all the rights accrued  to it prior to the
         Effective Date.

              5.   Upon such acceptance and recording, as of the Effective
         Date, (i)  the Assignee shall be a party to the Agreement and, to
         the extent provided in this  Assignment and Acceptance, have  the
         rights and obligations of a Bank thereunder and (ii) the Assignor
         shall,  to the extent provided in this Assignment and Acceptance,
         relinquish its rights and be released from  its obligations under
         the Agreement.

              6.   Upon such acceptance and  recording, from and after the
         Effective  Date, the  Agent  shall make  all  payments under  the
         Agreement  and Notes in  respect of the  interest assigned hereby
         (including,  without  limitation,  all  payments   of  principal,
         interest and facility fees with respect thereto) to the Assignee.
         The Assignor and Assignee shall make all appropriate  adjustments
         in payments  under the Agreement and the  Notes for periods prior
         to the Effective Date directly between themselves.


                                         81

<PAGE>



              7.   This Assignment and Acceptance shall be governed by and
         construed  in accordance  with, the  laws of  the State  of North
         Carolina.

                                  [NAME OF ASSIGNOR]

                                  By: _________________________
                                      Name:
                                      Title:

                                  Notice Address:


                                  After the Effective Date
                                  Outstanding Revolving Loans: $_______

                                  [NAME OF ASSIGNEE]

                                  By: _________________________
                                      Name:
                                      Title:

                                  Notice Address:


                                  After the Effective Date
                                  Outstanding Revolving Loans: $_______

                        Accepted this ___ day of _____, 19__

                        NATIONSBANK, N.A.

                        By: __________________________________
                            Name:
                            Title:

         We consent to the within

         Assignment this ___ day of
         __________, 199_.

         COCA-COLA BOTTLING CO. CONSOLIDATED

         By: _______________________________
         Title: ____________________________





                                         82



<PAGE>



                                     EXHIBIT C

                      [Form of Note for Competitive Bid Loans]

                        COCA-COLA BOTTLING CO. CONSOLIDATED

                                  Promissory Note

         $170,000,000                                    December 21, 1995

              FOR VALUE RECEIVED,  the undersigned COCA-COLA  BOTTLING CO.
         CONSOLIDATED,  a  Delaware  corporation  (the  "Company"), hereby
         promises to pay  to the order of _______________  (the "Bank") on
         the Competitive  Bid Maturity Date  of each Competitive  Bid Loan
         made by  the  Bank  to  the Company  pursuant  to  the  Agreement
         described below,  the  lesser of  (i) the  principal  sum of  One
         Hundred Seventy Million Dollars ($170,000,000) or (ii) the unpaid
         principal amount  of all such  Competitive Bid Loans made  by the
         Bank maturing on such Competitive Bid Maturity Date.  The Company
         further promises  to pay to the order of the Bank interest on the
         unpaid  principal amount of  each such Competitive  Bid Loan form
         time  to  time  outstanding  at  the  rate  or  rates  per  annum
         determined pursuant to Section 2.02  of, or as otherwise provided
         in,  the Agreement,  payable on the  dates set  forth in Sections
         2.02(i) and 2.12 of, or as otherwise provided in, the Agreement.

              This Competitive  Bid Note  is one of  the "Competitive  Bid
         Notes" referred to  in, and is entitled to  the benefits provided
         by,  the  Amended  and  Restated Credit  Agreement  dated  as  of
         December  21, 1995  among  the Company,  the banks  named  on the
         signature pages thereto and NationsBank, N.A., as  Agent, (as the
         same  may from time to time be  further amended and modified, the
         "Agreement").   Said  Agreement,  among  other  things,  contains
         provisions for acceleration  of the maturity  of Competitive  Bid
         Loans  evidenced  hereby upon  the  happening  of certain  stated
         events, upon the  terms and conditions therein specified.   Terms
         defined in the agreement shall have the same meanings herein.


              Subject to the provisions of the Agreement, payments of both
         principal   and  interest  shall   be  made  at   the  office  of
         NationsBank, N.A.,  located  at Independence  Center,  Charlotte,
         North Carolina 28255,  in lawful  money of the  United States  of
         America in immediately available funds.

              The Company waives presentment, demand, notice, protest  and
         all  other demands and  notices in connection  with the delivery,
         acceptance,  performance,   default   or  enforcement   of   this
         Competitive Bid Note and the Agreement, and an action for amounts
         due hereunder or thereunder shall immediately accrue.



                                         83



<PAGE>



              This Competitive Bid Note shall be governed by and construed
         and enforced in accordance  with the laws  of the State of  North
         Carolina.

                                  COCA-COLA BOTTLING CO. CONSOLIDATED


                                  By:________________________________

                                  Title:_____________________________




                                         84


<PAGE>




                                     EXHIBIT D

                         [Form of Note for Revolving Loans]

                        COCA-COLA BOTTLING CO. CONSOLIDATED

                                  Promissory Note


         $_________________________              December 21, 1995


              FOR VALUE  RECEIVED, the undersigned COCA-COLA  BOTTLING CO.
         CONSOLIDATED,  a  Delaware  corporation  (the  "Company"), hereby
         promises to pay to the order of _____________ (the "Bank") on the
         Revolving Loan Maturity Date of  each Revolving Loan made by  the
         Bank to  the Company pursuant  to the Agreement  described below,
         the  lesser  of  (i)  the  principal  sum  of  _________  Dollars
         ($_______)  or  (ii)  the  unpaid principal  amount  of  all such
         Revolving Loans made  by the Bank maturing on such Maturity Date.
         The Company  further promises  to pay  to the  order of the  Bank
         interest  on the unpaid principal amount hereof from time to time
         outstanding at the rate or rates per annum determined pursuant to
         Section  2.09(a) of, or  as otherwise provided  in the Agreement,
         payable  on  the dates  set  forth  in  Section  2.11 of,  or  as
         otherwise provided in, the Agreement.

              This Revolving Note is one of the "Revolving Notes" referred
         to in, and is entitled  to the benefits provided by, the  Amended
         and Restated Credit Agreement dated as of December 21, 1995 among
         the Company, the banks named  on the signature pages thereto  and
         NationsBank, N.A., as Agent (as the same may from time to time be
         further amended  or modified, the "Agreement").   Said Agreement,
         among  other  things,  contains  provisions  for  prepayments  on
         account  of the principal of Loans  evidenced hereby prior to the
         maturity thereof  and also  for acceleration of  the maturity  of
         such  Loans upon the happening of certain stated events, upon the

         terms and  conditions therein  specified.   Terms defined  in the
         Agreement shall have  the same meanings herein.   Borrower agrees
         to pay Default Interest when  and as provided in  Section 2.09(d)
         of the Agreement.

              Subject to the provisions of the Agreement, payments of both
         principal  and   interest  shall  be   made  at  the   office  of
         NationsBank,  N.A.  located  at  Independence  Center, Charlotte,
         North  Carolina 28255, in  lawful money  of the United  States of
         America in immediately available funds.

              The Company waives presentment,  demand, notice, protest and
         all other  demands and notices  in connection with  the delivery,
         acceptance, performance, default or  enforcement of this Note and

                                         85



<PAGE>


         the  Agreement,  and  an  action for  amounts  due  hereunder  or
         thereunder shall immediately accrue.

              This Note shall be governed by and construed and enforced in
         accordance with the laws of the State of North Carolina.


                                  COCA-COLA BOTTLING CO. CONSOLIDATED


                                  By:________________________________

                                  Title:_____________________________





                                         86


<PAGE>




                                     EXHIBIT E

                      [Form of Competitive Bid Quote Request]

                                                          __________, 19__
         To:     NationsBank, N.A.
                 Independence Center, 15th Floor
                 Charlotte, North Carolina 28255
                 Attention: Agency Services

         From:   Coca-Cola Bottling Co. Consolidated

         Re:     Competitive Bid Quote Request


              Pursuant to  Section 2.02(b)  of  the Amended  and  Restated
         Credit Agreement  dated as of  December 21, 1995  among Coca-Cola
         Bottling Co. Consolidated, the banks named on the signature pages
         thereto and NationsBank,  N.A., as Agent,  (as the same  may from
         time to time be further amended or modified, the "Agreement"), we
         hereby give  notice  that we  request  Quotes for  the  following
         proposed Competitive Bid Borrowing(s):

         Borrowing      Principal                Interest
           Date          Amount  1     Type2       Period 3




              Terms used herein  have the meanings assigned to them in the
         Agreement.

                                  COCA-COLA BOTTLING CO. CONSOLIDATED


                                  By:________________________________
                                       Title:





                                         87


<PAGE>




                                     EXHIBIT F

                          [Form of Competitive Bid Quote]


         NationsBank, N.A., as Agent
         Independence Center, 15th Floor
         Charlotte, North Carolina  28255
         Attention:  Agency Services

         Re:  Competitive Bid Quote to Coca-Cola Bottling Co. Consolidated
              (the "Company")

              This  Competitive  Bid Quote  is  given  in accordance  with
         Section  2.02(d) of  the  Amended and  Restated Credit  Agreement
         dated as  of  December 21,  1995,  among Coca-Cola  Bottling  Co.
         Consolidated, the banks named on  the signature pages thereto and
         NationsBank, N.A., as Agent (as the same may from time to time be
         further amended or modified, the "Agreement").   Terms defined in
         the agreement are used herein as defined therein.

              In  response  to the  Company's  invitation  dated ________,
         19__, we hereby make the following Competitive Bid Loan(s) in the
         following principal  amounts, for the  following Interest Periods
         and at the following rates:

         Borrowing      Principal           Interest
           Date   1      Amount 2  Type3      Period 4  Rate5





                                         88


<PAGE>




              We understand and agree that  the offer(s) set forth  above,
         subject to  the satisfaction  of  the applicable  conditions  set
         forth  in the agreement,  irrevocably obligate(s) us  to make the
         Competitive  Bid  Loan(s)  for  which  any  offer(s)  [is]  [are]
         accepted, in whole or in part (subject  to Section 2.02(g) of the
         Agreement).

                                  Very truly yours,

                                  [Name of Bank]


         Dated:                   By:________________________
                                     Authorized Officer



                                         89


<PAGE>




                                     EXHIBIT G

                         Opinion of Counsel to the Company


                                   See attached.



                                         90


<PAGE>




                                     EXHIBIT H

                                 Margin Certificate





                                         91


<PAGE>




                                     SCHEDULE 1

                            Certain Material Litigation






                                         92


<PAGE>




                                     SCHEDULE 2

                                    Subsidiaries







                                         93


<PAGE>




                                     SCHEDULE 3

                                Material Agreements




                                         94

<PAGE>





                                     SCHEDULE 4

                  Material Indebtedness and Contingent Liabilities





                                        95


<PAGE>




                                     SCHEDULE 5

                                   Material Liens





                                        96

<PAGE>





                                     SCHEDULE 6

                           Existing Subsidiary Guarantees



                                        97