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                                                                     Exhibit 4.1

                             SUBORDINATION AGREEMENT

     THIS SUBORDINATION AGREEMENT (this "Agreement"), dated as of May 23, 2002,
is made and entered into by and among PIEDMONT COCA-COLA BOTTLING PARTNERSHIP, a
Delaware general partnership (the "Debtor"), GENERAL ELECTRIC CAPITAL
CORPORATION, as agent for the lenders party to the Loan Agreement referred to
below (the "Agent"), and COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware
corporation (the "Subordinated Creditor").

                               Statement of Facts

     A. Pursuant to a Loan Agreement dated as of May 28, 1996 among the Debtor,
the lenders party thereto (the "Lenders") and LTCB Trust Company (the "Original
Agent"), as agent for the Lenders thereunder, as amended by that certain First
Amendment dated as of February 24, 2000 among the Debtor, the Agent and the
Lenders party thereto (and as may be further amended, restated, extended,
refinanced, replaced, supplemented or otherwise modified from time to time, the
"Loan Agreement"), the Lenders have agreed to make certain extensions of credit
to the Debtor, subject to the terms and conditions contained therein.
Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Loan Agreement.

     B. The Agent has replaced the Original Agent as agent for the Lenders under
the Loan Agreement.

     C. The Debtor, the Agent and the Required Lenders are party to that certain
Consent dated as of January 25, 2002 (the "Consent"), pursuant to which the
Agent and the Lenders have agreed to allow the Subordinated Creditor to make an
intercompany loan to the Debtor (the "Intercompany Loan").

     D. To evidence the Intercompany Loan, the Debtor has made or will execute
and deliver to the Subordinated Creditor a Promissory Note in the form attached
hereto as Exhibit A in the aggregate principal amount of $97,500,000 (the
"Note").

     E. It is a condition to the effectiveness of the Note and the Consent that
the parties hereto enter into this Agreement to, among other things, set forth
the terms of the subordination of the Note.

                               Statement of Terms

In consideration of the Intercompany Loan made by the Subordinated Creditor to
the Debtor and the consent of the Senior Agent (defined below) and the Senior
Lenders (defined below) to the making of the Intercompany Loan, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.   Definitions. When used herein, the following terms shall have the following
     meanings (terms defined in the singular to have the same meaning when used
     in the plural and vice versa):


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     "Affiliate" means with respect to any Person (i) any other Person that
     directly, or indirectly through one or more intermediaries, controls the
     first such Person (a "Controlling Person") or (ii) any other Person which
     is controlled by or is under common control with a Controlling Person. As
     used herein, the term "control" of a Person means the possession, directly
     or indirectly, of the power to vote 10% or more of any class of voting
     securities of such Person or to direct or cause the direction of the
     management or policies of a Person, whether through the ownership of voting
     securities, by contract or otherwise.

     "Bankruptcy Code" shall mean 11 U. S. C.ss.ss. 101-1330 and any amendment,
     supplement or successor of such provisions.

     "Credit Party" shall mean the Debtor and any other Person who is obligated
     under any of the Senior Debt Documents or the Subordinated Debt Documents.

     "Enforcement Action" shall mean any of the following actions to be taken by
     the Subordinated Creditor with respect to the Subordinated Debt: (i) the
     acceleration of the Note in whole or in part; (ii) the attempted
     enforcement of any of the Subordinated Creditor's rights or remedies
     against any Credit Party (including, without limitation, the initiation of
     legal proceedings against any Credit Party); (iii) the filing of, or
     participation in the filing of, any involuntary bankruptcy petition against
     any Credit Party; and (iv) the exercise of any right to require any Credit
     Party to repurchase or redeem any debt or equity securities in whole or in
     part (including, without limitation, any capital stock) of any Credit
     Party.

     "Enforcement Notice" shall mean a written notice executed by the
     Subordinated Creditor and delivered to the Senior Agent reciting that an
     event of default has occurred under the Subordinated Debt Documents and
     that, as a result of such event of default, the Subordinated Creditor
     intends to take Enforcement Action and specifying the type of Enforcement
     Action intended to be taken by the Subordinated Creditor.

     "Insolvency Event" shall mean: (a) any Credit Party commencing any case,
     proceeding or other action (1) under any existing or future law of any
     jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
     reorganization, conservatorship or relief of debtors, seeking to have an
     order for relief entered with respect to it, or seeking to adjudicate it a
     bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
     winding-up, liquidation, dissolution, composition or other relief with
     respect to it or its debts, or (2) seeking appointment of a receiver,
     trustee, custodian, conservator or other similar official for it or for all
     or any substantial part of its assets, or any Credit Party making a general
     assignment for the benefit of its creditors; or (b) there being commenced
     against any Credit Party any case, proceeding or other action of a nature
     referred to in clause (a) above

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     which (1) results in the entry of an order for relief or any such
     adjudication or appointment or (2) remains undismissed, undischarged or
     unbonded for a period of 60 days; or (c) there being commenced against any
     Credit Party any case, proceeding or other action seeking issuance of a
     warrant of attachment, execution, distraint or similar process against all
     or any substantial part of its assets which results in the entry of an
     order for any such relief which shall not have been vacated, discharged, or
     stayed or bonded pending appeal within 60 days from the entry thereof; or
     (d) any Credit Party taking any action in furtherance of, or indicating its
     consent to, approval of, or acquiescence in, any of the acts set forth in
     clause (a), (b) or (c) above; or (e) any Credit Party generally not paying,
     or being unable to pay, or admitting in writing its inability to pay, its
     debts as they become due.

     "Loan Agreement" shall have the meaning assigned to such term in the
     preamble to this Agreement.

     "Maximum Principal Amount" shall mean (i) $224,000,000, prior to the date
     on which a $97,500,000 principal payment is made to the Senior Agent on the
     Senior Debt in immediately available funds with the proceeds of the
     Subordinated Debt (which payment is expected to be made on or about May 28,
     2002), or (ii) $112,000,000, from and after the date that the principal
     payment specified in clause (i) hereof is actually paid to the Senior Agent
     in immediately available funds; provided, however, that if any part or all
     of the principal payment specified in clause (i) is required to be
     disgorged or returned by the Senior Agent or any Senior Lender for any
     reason, the Maximum Principal Amount shall equal $112,000,000 plus 115% of
     the amount of the disgorged or returned principal payment.

     "payment in full" or "paid in full" or "pay in full" shall mean, with
     respect to the Senior Debt, the indefeasible payment in full in cash of the
     principal, interest, fees, expenses and other amounts due or to become due
     to the Senior Agent or the Senior Lenders under the Senior Loan Agreement
     and the other Senior Debt Documents in the manner provided under the terms
     of such documents or in such other manner to which the Senior Agent, at the
     direction of the Senior Lenders, shall have consented in writing.

     "Permitted Refinancing" shall mean any refinancing of the Senior Debt under
     the Senior Loan Agreement (or any subsequent refinancing of an earlier
     Permitted Refinancing), provided that, in each case, (i) the documents
     effecting such refinancing do not directly prohibit the making of payments
     on the Subordinated Debt (except to the extent such payments are currently
     prohibited under this Agreement), (ii) the aggregate principal amount of
     any such refinancing(s) outstanding at any time does not exceed the Maximum
     Principal Amount and (iii) such refinancing does not extend the scheduled
     maturity date of the Senior Debt beyond May 28, 2004.

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     "Person" means any natural person, corporation, limited partnership,
     limited liability company, professional association, general partnership,
     joint stock company, joint venture, association, company, trust, bank,
     trust company, land trust, business trust or other organization, whether or
     not a legal entity, and any government agency or political subdivision
     thereof.

     "Senior Agent" shall mean the designated representative of the Senior
     Lenders under the Senior Loan Agreement, together with any successor in
     such capacity.

     "Senior Debt" shall mean any and all indebtedness, obligations or
     liabilities that now or hereafter may be owing by the Debtor or any other
     Credit Party to the Senior Agent or any Senior Lender under the Senior Loan
     Agreement or any of the other Senior Debt Documents, whether for principal,
     interest, fees or other amounts, and whether such indebtedness, obligations
     or liabilities are from time to time increased or reduced (or entirely
     extinguished and thereafter reincurred), and whether such indebtedness,
     obligations or liabilities are absolute, joint or several, or due or to
     become due, as well as all indebtedness, obligations or liabilities of the
     Debtor or any Subsidiary thereof to the Senior Agent or any Senior Lender
     now or hereafter existing under this Agreement, and any extension, renewal,
     refinancing, modification or replacement of or for any of the foregoing,
     and including without limitation any interest which, but for the filing by
     or against any Credit Party, of a petition in bankruptcy, would accrue on
     any of the foregoing indebtedness, obligations or liabilities as well as
     any other indebtedness, obligations or liabilities of the Debtor or any
     Subsidiary thereof to the Senior Agent or any Senior Lender which may be
     incurred in any bankruptcy proceeding of the Debtor or any Subsidiary
     thereof whether or not recoverable by the Senior Agent or any Senior Lender
     from the Debtor or any Subsidiary thereof or its estate under 11 U.S.C. ss.
     506. Notwithstanding anything to the contrary in the definition of Senior
     Debt, "Senior Debt" shall not include any principal sums to the extent the
     aggregate amount of such principal sums that otherwise qualify as "Senior
     Debt" exceed the Maximum Principal Amount.

     "Senior Debt Documents" shall have the meaning assigned to the term "Loan
     Documents" in the Senior Loan Agreement.

     "Senior Lenders" shall mean the lenders from time to time under the Senior
     Loan Agreement, together with their successors and assigns.

     "Senior Loan Agreement" means the Loan Agreement, together with any other
     credit agreement or loan agreement which hereafter refinances or replaces
     any of the credit facilities extended or made available to the Debtor under
     the Loan Agreement in connection with a Permitted Refinancing.

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     "Standstill Termination Date" shall mean the earliest to occur of the
     following: (i) unless clause (ii) below then is, or thereafter during such
     30 day period becomes, applicable, the expiration of 30 days from the
     Senior Agent's receipt of an Enforcement Notice; (ii) if a Blockage Period
     is in effect at any time during the 30 day period described in clause (i)
     above, the expiration of 180 days after the date of the Senior Agent's
     receipt of an Enforcement Notice; provided, however, that such 180 day
     period shall be cut short and deemed to end if and when such Blockage
     Period is terminated, withdrawn or rescinded in writing by the Senior
     Agent; (iii) the occurrence of an Insolvency Event; (iv) the Senior Agent
     or the Senior Lenders accelerate the maturity of the Senior Debt; or (v)
     the Termination Date occurs.

     "Subordinated Debt" shall mean and include each and every indebtedness,
     liability or obligation of any Credit Party to the Subordinated Creditor,
     whether absolute or contingent, known or unknown, liquidated or
     unliquidated, secured or unsecured, due or to become due, now existing or
     hereafter arising, evidenced by or arising under the Note or any other
     Subordinated Debt Documents, regardless of how the same is evidenced or
     created and whether direct or indirect or acquired by the Subordinated
     Creditor by way of assignment, and regardless of whether the same is joint
     or several, and any and all renewals, extensions, restructurings,
     modifications or replacements, in whole or in part, of any of the
     foregoing.

     "Subordinated Debt Documents" means the Note and all other documents and
     instruments evidencing, guaranteeing, securing or pertaining to any portion
     of the obligations evidenced by the Note (or any replacement thereof), in
     each case, as amended, supplemented, restated, modified, renewed, extended
     or replaced from time to time.

     "Subsidiary" means with respect to any Person, any corporation or other
     entity of which securities or other ownership interests having ordinary
     voting power to elect a majority of the board of directors or other persons
     performing similar functions are at the time directly or indirectly owned
     by such Person.

     "Termination Date" shall mean the date on which (i) all Senior Debt has
     been paid in full, (ii) no Senior Lender is under any obligation to make
     any further loans or extend any further credit to or for the benefit of any
     Credit Party or any Subsidiary or Affiliate thereof under the Senior Loan
     Agreement or any other Senior Debt Document, and (iii) the Senior Agent
     gives the Subordinated Creditor written notice that the Senior Agent has
     terminated this Agreement, which notice the Senior Agent agrees to give
     promptly upon the request of the Subordinated Creditor or the Debtor (so
     long as the other conditions required for the occurrence of the Termination
     Date have been satisfied as of the date of such request).

2.   Payment Subordination Provisions. The parties hereto covenant and agree
     that the payment of any and all of the Subordinated Debt shall be
     subordinate and subject in right

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     and time of payment, to the extent and in the manner hereinafter set forth,
     to the prior indefeasible payment in full of the Senior Debt.

     (a)  Permitted Payments to Subordinated Creditor. Subject in all cases to
          the subordination provisions and other limitations set forth below,
          the Credit Parties shall only be permitted to make or deliver and the
          Subordinated Creditor may only retain regularly scheduled payments of
          interest on the Note.

     (b)  No Payment Upon Senior Default. No payment, whether in cash,
          securities or otherwise, shall be made by or on behalf of any Credit
          Party, on account of the principal of, premium, if any, or interest on
          the Note or on account of any fees and expenses relating to the Note
          or the Subordinated Debt or on account of any other amount or
          obligation arising under or by virtue of the Note or the other
          Subordinated Debt Documents, during the period (the "Blockage Period")
          beginning on (i) the occurrence of any Event of Default (as defined in
          the Loan Agreement) described in Section 9(a) of the Loan Agreement or
          the failure of the Debtor to repay the Senior Debt in full upon its
          maturity date or any earlier acceleration thereof (a "Payment
          Default") or (ii) the occurrence of any Event of Default (as defined
          in the Loan Agreement), other than a Payment Default (a "Covenant
          Default" and together with any Payment Default, the "Senior
          Defaults"), and ending on the earlier of (i) the Termination Date, and
          (ii) the date on which all Senior Defaults are cured or waived in
          writing by the required Senior Lenders to the absolute satisfaction of
          the Senior Agent.

     (c)  Restriction on Action by Subordinated Creditor. The Subordinated
          Creditor shall not at any time take any Enforcement Action unless (i)
          the Senior Agent first receives an Enforcement Notice; and (ii) the
          Standstill Termination Date shall have occurred. After the Standstill
          Termination Date, the Subordinated Creditor may, at its sole election,
          take any Enforcement Action available to it under this Agreement or
          applicable law; provided, however, that any prohibition on payments
          with respect to the Subordinated Debt that are in effect on the
          Standstill Termination Date shall continue for their full duration
          pursuant to the other provisions of this Agreement notwithstanding the
          occurrence of the Standstill Termination Date. Notwithstanding
          anything to the contrary contained herein or in the Subordinated Debt
          Documents, if following acceleration (or commencement of the right to
          accelerate) of the Senior Debt by Senior Agent or Senior Lenders, such
          acceleration (or right to accelerate) is rescinded whether or not any
          existing Senior Default has been cured, any acceleration of the
          Subordinated Debt and all other Enforcement Action taken by the
          Subordinated Creditor, solely as a result of the acceleration (or
          right to accelerate) of the Senior Debt, shall likewise be rescinded
          or terminated and any interest that would have accrued and payments
          that would have become due if the Subordinated Debt had never been
          accelerated shall be deemed to have accrued or become due upon such
          rescission or termination.

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     (d)  Note Subordinated to Prior Payment of All Senior Debt on Dissolution,
          Liquidation or Reorganization. Upon any distribution of assets of any
          Credit Party upon any dissolution, winding up, total or partial
          liquidation or reorganization of such Credit Party whether voluntary
          or involuntary, in bankruptcy, insolvency, receivership or similar
          proceeding or upon assignment for the benefit of creditors:

               (i)   the holders of all Senior Debt shall first be entitled to
          receive payments in full of the principal of and interest on and other
          amounts payable in respect of the Senior Debt, before the Subordinated
          Creditor is entitled to receive any payment on account of the Note or
          the Subordinated Debt;

               (ii)  any payment or distribution of assets of any Credit Party
          of any kind or character, whether in cash, property or securities, to
          which the Subordinated Creditor would be entitled except for the
          provisions of this Agreement, shall be paid by the liquidating trustee
          or agent or other Person making such a payment or distribution,
          directly to the Senior Agent for the benefit of the Senior Lenders, to
          the extent necessary to make payment in full of all such Senior Debt
          remaining unpaid after giving effect to all concurrent payments and
          distributions and all provisions therefor to or for the holders of
          such Senior Debt; and

               (iii) in the event that, notwithstanding the foregoing clauses
          (i) and (ii), any payment or distribution of assets of any Credit
          Party of any kind or character, whether in cash, property or
          securities, shall be received by the Subordinated Creditor on account
          of the Note or any other Subordinated Debt Document, as the case may
          be, before all Senior Debt is paid in full, such payment or
          distribution shall be received and held in trust by the Subordinated
          Creditor for the benefit of the holders of such Senior Debt, or their
          respective representatives, ratably according to the respective
          amounts of Senior Debt held or represented by each, to the extent
          necessary to make payment in full of all such Senior Debt remaining
          unpaid after giving effect to all concurrent payments and
          distributions and all provisions therefor to or for the holders of
          such Senior Debt.

          The Debtor shall give prompt written notice to the Subordinated
          Creditor of any dissolution, winding up, liquidation or reorganization
          of any Credit Party or assignment for the benefit of creditors by any
          Credit Party.

     (e)  Turnover of Payments. If any payment is received or amount collected
          by the Subordinated Creditor, which at any time is prohibited pursuant
          to this Agreement, the Subordinated Creditor forthwith shall deliver
          the same to the Senior Agent in precisely the form received (but with
          the endorsement of the Subordinated Creditor where necessary for the
          collection thereof by the Senior Agent) for application on

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          the Senior Debt, and the Subordinated Creditor agrees that, until so
          delivered, the same shall be deemed received by the Subordinated
          Creditor as agent for the Senior Agent and such payment or prepayment
          shall be held in trust by the Subordinated Creditor as property of the
          Senior Agent and the Senior Lenders.

     (f)  Occurrence of Default under Subordinated Debt Documents. The failure
          of any Credit Party to make any payment with respect to the
          Subordinated Debt by reason of the operation of the provisions of this
          Agreement shall not be construed as preventing the occurrence of a
          default or event of default, as applicable, under the Subordinated
          Debt Documents.

3.   Modification or Prepayment of Subordinated Debt; Acquisition of Additional
     Debt.

     (a)  Neither the Note, nor any other Subordinated Debt Document shall be
          modified, restated, replaced or terminated except with the prior
          written consent of the Senior Agent, to be granted or withheld in its
          sole discretion.

     (b)  Notwithstanding anything to the contrary in the Subordinated Debt
          Documents, the Senior Loan Agreement or the Senior Debt Documents,
          neither the Subordinated Creditor nor any other holder of any of the
          Subordinated Debt, nor any of their respective Affiliates, shall allow
          any Credit Party to become (and no Credit Party shall allow itself to
          become) obligated to such Person with respect to any indebtedness that
          is senior to, or pari passu with, the Senior Debt.

4.   Provisions Applicable After Bankruptcy.

     (a)  The provisions of this Agreement shall continue in full force and
          effect notwithstanding the occurrence of any Insolvency Event.

     (b)  The Subordinated Creditor agrees that the Senior Agent may consent to
          the use of cash collateral or provide financing to any Credit Parties
          on such terms and conditions and in such amounts as the Senior Agent
          (on behalf of the Senior Lenders), in its sole discretion may decide
          (provided that the aggregate principal amount of such financing
          outstanding at any time, together with the aggregate principal amount
          of all other Senior Debt outstanding at such time, shall not exceed
          the Maximum Principal Amount) and that, in connection with such cash
          collateral usage or such financing, any Credit Parties (or a trustee
          appointed for the estate of any Credit Party) may grant to the Senior
          Agent (on behalf of the Senior Lenders) liens and security interests
          upon all or any part of the assets of any Credit Party, which liens
          and security interests (i) may secure payments of all Senior Debt
          (whether such Senior Debt arose prior to the filing of the petition
          for relief or arises thereafter); and (ii) shall be superior in
          priority to the liens on and security interests in the assets of any
          Credit Party, if any, held by any Subordinated Creditor. All
          allocations of payments hereunder between the Senior

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          Agent, the Senior Lenders and the Subordinated Creditor shall, subject
          to any court order, continue to be made after the filing of a petition
          under the Bankruptcy Code or any similar proceeding on the same basis
          that the payments were to be allocated prior to the date of such
          filing. In the event that the Subordinated Creditor has or at any time
          acquires any security for the Subordinated Obligations, the
          Subordinated Creditor agrees not to assert any right it may have to
          "adequate protection" of its interests in such security in any
          bankruptcy proceeding, and agrees that it will not seek to have the
          automatic stay lifted with respect to such security, without the prior
          written consent of the Senior Agent; provided, however, that such
          agreement not to assert rights to adequate protection shall not apply
          to the extent that such rights arise out of security interests
          acquired by, or created in favor of, the Subordinated Creditor in the
          assets of a Credit Party where such security interests were acquired
          or created (i) prior to the occurrence of any Insolvency Event and
          (ii) without violating the provisions of this Agreement. The
          Subordinated Creditor waives any claim it may now or hereafter have
          arising out of the Senior Agent's and the Senior Lenders' election, in
          any proceeding instituted under Chapter 11 of the Bankruptcy Code, of
          the application of Section 1111(b)(2) of the Bankruptcy Code, and/or
          any borrowing or grant of a security interest under Section 364 of the
          Bankruptcy Code by any Credit Party, as debtor in possession (or any
          trustee for Credit Party), so long as the aggregate principal amount
          of any post-petition financing outstanding at any time provided by the
          Senior Agent and Senior Lenders (together with the aggregate principal
          amount of any other Senior Debt outstanding at such time) does not
          exceed the Maximum Principal Amount. The Subordinated Creditor agrees
          not to initiate or prosecute or encourage any other Person to initiate
          or prosecute any claim, action or other proceeding (i) challenging the
          enforceability of the Senior Agent's or any Senior Lender's claim in
          any Insolvency Proceeding (ii) challenging the enforceability of any
          liens or security interests in assets securing the Senior Debt or
          (iii) asserting any claims which any Credit Party may hold with
          respect to the Senior Agent or the Senior Lenders. The Subordinated
          Creditor agrees that it will not vote with respect to the Subordinated
          Debt to accept any plan of reorganization of any Credit Party under
          Chapter 11 of the Bankruptcy Code if the Senior Agent has objected to
          such plan, but the Subordinated Creditor reserves its right to object
          to any such plan that is favored by the Senior Agent or any of the
          Senior Lenders.

     (c)  To the extent that the Subordinated Creditor has or acquires any
          rights under Section 363 or Section 364 of the Bankruptcy Code with
          respect to any assets of any Credit Party, the Subordinated Creditor
          hereby agrees not to assert such rights without the prior written
          consent of the Senior Agent; provided, however, that such agreement
          not to assert rights under Sections 363 or 364 of the Bankruptcy Code
          shall not apply to the extent such rights arise out of security
          interests acquired by, or created in favor of, the Subordinated
          Creditor in the assets of a Credit Party where such security interests
          were acquired or created (i) prior to the

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          occurrence of any Insolvency Event and (ii) without violating the
          provisions of this Agreement.

     (d)  If any Credit Party becomes the subject of a bankruptcy or similar
          proceeding, the Senior Agent, on behalf of the Subordinated Creditor,
          shall have the right (but shall not be required) to file proof of the
          claims of the Subordinated Creditor to the extent that the
          Subordinated Creditor fails to do so (or fails to provide the Senior
          Agent with evidence of having done so) at least 15 days before proof
          of such claims would be due in the proceeding. Subject to the
          limitations set forth elsewhere herein, at any meeting of creditors or
          in the event of any Insolvency Event involving any Credit Party, the
          Subordinated Creditor shall retain the right to vote, file a proof of
          claim and otherwise act with respect to the Subordinated Debt,
          provided, however, that if the Subordinated Creditor fails to vote its
          claim in any proceedings prior to 5 days before the expiration of the
          time to vote, the Subordinated Creditor hereby irrevocably appoints
          Senior Agent as its agent and attorney-in-fact to vote such claim.

5.   Pledge or Transfer of Subordinated Debt.

     (a)  The Subordinated Creditor agrees not to assign, transfer, pledge, or
          grant a security interest in all or any part of the Subordinated Debt
          unless (i) such assignment, transfer, pledge or grant is made
          expressly subject to this Agreement and (ii) the Subordinated
          Creditor's assignee, transferee, pledgee or grantee expressly agrees
          in writing to assume the Subordinated Creditor's obligations
          hereunder. Notwithstanding any failure of any assignee of the
          Subordinated Creditor to execute any such assignment and assumption
          (or to otherwise comply with the transfer provisions of this
          paragraph), the subordination effected hereby shall survive any such
          assignment or other transfer, and the terms of this Agreement shall be
          binding on all successors and assigns of the Subordinated Creditor.

     (b)  Until the Termination Date, the Subordinated Creditor shall mark its
          books and records so as to clearly indicate that all Subordinated Debt
          is subordinated in accordance with the terms hereof, and shall cause
          to be clearly, conspicuously and prominently inserted on the face of
          the Note and on any renewals or replacements thereof, and on the face
          of all other promissory notes or other instruments which at any time
          evidence any Subordinated Debt, substantially the following legend:

               This Note is subject to a Subordination Agreement, dated as of
               May 21, 2002 (the "Subordination Agreement"), among Piedmont
               Coca-Cola Bottling Partnership, Coca-Cola Bottling Co.
               Consolidated and General Electric Capital Corporation, as agent.
               This Note is subordinated in right and time of payment to the
               prior payment in full in cash of all Senior Debt (as defined
               therein) in accordance with, and to the extent specified in, the
               Subordination

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               Agreement and each holder of this Note, by its acceptance hereof,
               irrevocably agrees to be bound by the terms and provisions of the
               Subordination Agreement. This Note is also subject to the
               restrictions on transfer set forth in the Subordination
               Agreement.

         Concurrently with the execution and delivery of this Agreement, the
         Subordinated Creditor will deliver to Senior Agent a true, complete and
         correct copy of the original Note marked with such legend.

6.   Waivers. The Subordinated Creditor agrees and consents: (a) to waive, and
     does hereby waive, any and all notice of the creation, renewal, extension,
     modification, compromise or release of any of the Senior Debt or any
     collateral therefor or guaranties thereof, in whole or in part; (b) that
     without further notice to or further assent by the Subordinated Creditor,
     the liability of any Credit Party or any other party or parties for or upon
     any of the Senior Debt may, from time to time, in whole or in part, be
     renewed, extended, modified, increased, decreased, compromised or released
     by the Senior Agent or any Senior Lender as it may deem advisable (so long
     as any change in the Senior Debt does not violate any of the conditions
     required for the determination of such indebtedness as "Senior Debt" under
     the definition thereof contained in this Agreement); (c) that any
     guaranties of the Senior Debt, or any part of the Senior Debt, may, from
     time to time, in whole or in part, be modified, released, collected, sold
     or otherwise disposed of by Senior Agent or any Senior Lender, as it may
     deem advisable; (d) that any collateral for the Senior Debt may, from time
     to time, in whole or in part, be modified, released, collected, sold or
     otherwise disposed of by the Senior Agent at the direction of the Senior
     Agent or the Senior Lenders, as they may deem advisable (and the
     Subordinated Creditor hereby waives any right that it may have to require
     the Senior Agent or the Senior Lenders to marshal any collateral securing
     the Senior Debt; and (e) that, subject to any right of the Subordinated
     Creditor to receive any funds pursuant to its rights of subrogation in
     accordance with the provisions of Section 12 (at a time when the
     Subordinated Creditor shall have notified the Senior Agent that funds are
     payable to the Subordinated Creditor pursuant to Section 12), any balance
     of funds with the Senior Agent or any Senior Lender at any time standing to
     the credit of any Credit Party may, from time to time, in whole or in part,
     be surrendered or released by the Senior Agent or such Senior Lender, as it
     may deem advisable.

7.   Collateral and Guaranty Subordination.

     (a)  The Subordinated Creditor hereby subordinates and makes inferior any
          and all of its existing or hereafter acquired security interests in,
          security titles to, and other liens and encumbrances on any of the
          present or future, real or personal, tangible or intangible, property
          of any Credit Party (collectively, the "Collateral") to the security
          interests, security titles, and other liens and encumbrances of the
          Senior Agent, whether now existing or hereafter acquired, in, to and
          on the Collateral. If any Credit Party shall default under any Senior
          Debt secured by any of the Collateral, the Senior Agent (at its
          election or at the direction of the Senior Lenders)

                                       11

<PAGE>

          may exercise any or all of its rights and remedies with respect to
          such Collateral without any obligation to give the Subordinated
          Creditor notice of such exercise (other than any notices of sale
          required to be given to a junior lienholder under applicable law, if
          the Subordinated Creditor acquires any security interests in the
          Collateral, but only so long as such security interests are acquired
          (i) prior to the occurrence of any Insolvency Event and (ii) without
          violating the provisions of this Agreement) and without regard to any
          interest of the Subordinated Creditor in such Collateral. The
          Subordinated Creditor shall not contest the validity, perfection,
          priority or enforceability of any lien granted to the Senior Agent in
          any of the Collateral.

     (b)  In furtherance (and not in limitation of) the provisions of Section 2
          above, the Subordinated Creditor subordinates and makes inferior any
          and all of its now existing or hereafter acquired guaranties
          (including, without limitation, those of any Credit Party) of the
          Subordinated Debt from whomever received and in whatever form to the
          rights of the Senior Agent and the Senior Lenders on the same terms
          and conditions as apply to the subordination of the Subordinated Debt
          to the Senior Debt hereunder.

     (c)  The Subordinated Creditor expressly agrees not to accept any (i) liens
          or security interests in any Collateral to secure the Subordinated
          Debt or (ii) guaranties from any Person with respect to the
          Subordinated Debt. If, notwithstanding the prohibition on the
          Subordinated Creditor accepting liens and security interests, the
          Subordinated Creditor shall at any time hold any lien on or security
          interest in any Collateral and the Senior Agent or Senior Lenders
          release (or fail to have for any reason) their liens and security
          interests in any portion of the Collateral, then the Subordinated
          Creditor shall automatically be deemed to have released any liens and
          security interests (or the right to obtain such liens or security
          interests) that the Subordinated Creditor may have in such portion of
          the Collateral.

8.   Continuing Agreement and Termination.

     (a)  This is a continuing agreement, and this Agreement and the
          subordination of indebtedness (the "Debt Subordination") and the
          subordination of security interests, security titles, liens and
          encumbrances and guaranties (the "Security Interest Subordination")
          provided for herein shall remain in full force and effect and shall be
          irrevocable until the Termination Date regardless of whether the
          Senior Debt is from time to time reduced and thereafter increased or
          entirely extinguished (in connection with either a contemporaneous
          refinancing or as a result of the required return or disgorgement of
          any payment on the Senior Debt) and thereafter reincurred or incurred
          anew (provided, that the aggregate principal amount of all Senior Debt
          outstanding at any time shall in no event exceed the Maximum Principal
          Amount). No notice purporting to terminate this Agreement, the Debt
          Subordination or the Security Interest Subordination which is received
          by Senior

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<PAGE>

          Agent or any Senior Lender at any time prior to the Termination Date
          shall be effective, in any manner or at any time whatsoever, to
          terminate this Agreement, the Debt Subordination or the Security
          Interest Subordination.

     (b)  This Agreement, the Debt Subordination and the Security Interest
          Subordination shall continue to be effective regardless of the
          solvency or insolvency of any Credit Party or the Subordinated
          Creditor; the liquidation or dissolution of any Credit Party or the
          Subordinated Creditor; the institution by or against any Credit Party
          or the Subordinated Creditor of any proceeding under the Bankruptcy
          Code or any similar law; the appointment of a receiver or trustee for
          any Credit Party or the Subordinated Creditor or any of such Person's
          property; any reorganization, merger or consolidation of any Credit
          Party or the Subordinated Creditor; or any other change in the
          ownership, composition or nature of any Credit Party or the
          Subordinated Creditor.

     (c)  The provisions of this Agreement shall continue to be effective or be
          reinstated, as the case may be, if at any time any payment in respect
          of Senior Debt is rescinded or must otherwise be returned by the
          Senior Agent or any Senior Lender (including, without limitation, in
          the event of a bankruptcy proceeding), all as though such payment had
          not been made. Without limitation to the foregoing, in the event that
          any Senior Debt is avoided, disallowed or subordinated pursuant to
          Section 548 of the Bankruptcy Code or any applicable state fraudulent
          conveyance laws, whether asserted directly or under Section 544 of the
          Bankruptcy Code, the provisions of this Agreement shall continue to be
          effective or be reinstated, as the case may be. In the event that any
          Credit Party shall become the subject of a bankruptcy petition or any
          other proceeding shall be instituted as a result of which at any time
          the Senior Agent or Senior Lenders are required to return any portion
          of the Senior Debt as a preference, fraudulent conveyance or other
          avoidable transfer, then any payment with respect to the principal of
          the Subordinated Debt that was made prior to the reinstatement of this
          Agreement shall be required to be turned over by the Subordinated
          Creditor to the Senior Agent to the extent of the payment the Senior
          Agent or Senior Lenders were required to return.

9.   Acknowledgments, Consents and Agreements. The Debtor (for itself and on
     behalf of its Subsidiaries and Affiliates) does hereby acknowledge and
     consent to the execution, delivery and performance of this Agreement by the
     Subordinated Creditor and the Senior Agent and further agrees to be bound
     by the provisions of this Agreement as they relate to the relative rights,
     remedies and priorities of the Subordinated Creditor and the Senior Agent
     and the Senior Lenders and the respective obligations of the Credit Parties
     to them; provided, however that nothing in this Agreement shall amend,
     modify, change or supersede the respective terms of any of the Senior Debt
     or the Subordinated Debt as between any Credit Party, on the one hand, and
     the Senior Agent and the Senior Lenders or the Subordinated Creditor, on
     the other hand, and in the event of any conflict or inconsistency between
     the terms of this Agreement and those of any agreement, note or other
     document evidencing or

                                       13

<PAGE>

     securing any of the Senior Debt, the Subordinated Debt or the Collateral
     the provisions of such other agreement, instrument or document shall govern
     as between any Credit Party, on the one hand, and the Senior Agent and the
     Senior Lenders or the Subordinated Creditor (as the case may be), on the
     other hand, and the Debtor (for itself and on behalf of its Subsidiaries
     and Affiliates) further agree that this Agreement shall not give any Credit
     Party any substantive rights relative to the Senior Agent or any Senior
     Lender or the Subordinated Creditor and no Credit Party shall be entitled
     to raise any actions or inactions on the part of the Senior Agent or any
     Senior Lender or the Subordinated Creditor hereunder as a defense,
     counterclaim or other claim against such party.

10.  Representations and Warranties of the Subordinated Creditor.

     The Subordinated Creditor hereby represents and warrants to each of Senior
     Agent and Senior Lenders that as of the date hereof, (a) the Subordinated
     Creditor has not assigned any interest in the Subordinated Debt, the Note
     or any of the other Subordinated Debt Documents, (b) no other Person owns
     an interest in the Subordinated Debt, the Note or any of Subordinated
     Creditor's rights under or in respect of any other Subordinated Debt
     Documents (whether as joint holders thereof, participants, or otherwise),
     (c) the aggregate outstanding original principal balance of the
     Subordinated Debt is $97,500,000, (d) no default or event of default exists
     under any Subordinated Debt Document, (e) the execution and delivery of
     this Agreement and the performance by Subordinated Creditor of its
     obligations hereunder are within its corporate powers, have been duly
     authorized by all necessary corporate action, have received all necessary
     governmental and third party approvals (if any shall be required), and do
     not and will not contravene or conflict with any provision of law or of the
     constituent documents of the Subordinated Creditor, or any material
     agreement binding upon or applicable to the Subordinated Creditor or any of
     its property, (f) no pending or, to the best of the Subordinated Creditor's
     knowledge, threatened litigation, arbitration or other proceedings would,
     if determined adversely to the Subordinated Creditor, would prohibit or
     materially interfere with the performance by the Subordinated Creditor of
     its obligations under this Agreement, and (g) this Agreement is the legal,
     valid and binding obligation of the Subordinated Creditor, enforceable
     against the Subordinated Creditor in accordance with its terms, except to
     the extent such enforceability may be limited by general equitable
     principles or bankruptcy, insolvency, reorganization, moratorium or other
     similar laws affecting creditors rights generally.

11.  Miscellaneous.

     (a)  Wherever possible, each provision of this Agreement is to be
          interpreted in such manner as to be effective and valid under
          applicable law, but if any provision hereof is prohibited or invalid
          under such law, such provision is to be ineffective only to the extent
          of such prohibition or invalidity, without invalidating the remainder
          of such provision or the remaining provisions of this Agreement.

                                       14

<PAGE>

     (b)  This Agreement shall be binding upon the Credit Parties, the
          Subordinated Creditor, the Senior Agent, the Senior Lenders and their
          respective successors and assigns and shall inure to the benefit of
          the Senior Agent, the Senior Lenders and the Subordinated Creditor and
          their respective successors and assigns.

     (c)  This Agreement constitutes the sole and entire agreement between the
          Subordinated Creditor, on the one hand, and the Senior Agent and
          Senior Lenders, on the other, with respect to the subject matter
          hereof and supersedes and replaces any and all prior or concurrent
          agreements, understandings, negotiations or correspondence between
          them with respect thereto.

     (d)  Time is of the essence of this Agreement.

     (e)  No amendment or waiver of any provision of this Agreement, nor consent
          to any departure therefrom, shall be effective or binding upon the
          Senior Agent or any Senior Lender unless the Senior Agent shall first
          have given its written consent thereto, or on the Subordinated
          Creditor until the majority in interest of the Subordinated Creditor
          shall have first given their written consent thereto.

     (f)  This Agreement may be executed in one or more counterparts and each
          such counterpart shall constitute an original and all such
          counterparts together shall constitute one and the same instrument.
          This Agreement may be delivered by facsimile transmission with the
          same effect as if originally executed counterparts were personally
          delivered to each of the parties hereto.

     (g)  All section headings herein are for convenience of reference only and
          shall not limit or otherwise affect the meaning or interpretation of
          this Agreement.

     (h)  All notices, demands and other communications hereunder to the Senior
          Agent or the Subordinated Creditor shall be effective:

          (i)   if given by telecopy, when such communication is transmitted to
                the telecopy number set forth beneath such Person's signature
                below (with such telecopy to be promptly confirmed by delivery
                of a copy thereof by personal delivery, overnight courier or
                United States mail as otherwise provided herein),

          (ii)  if given by mail, three (3) Business Days after such
                communication is deposited in the United States mail with first
                class postage prepaid, return receipt requested, and addressed
                to such Person at its address set forth beneath its signature
                below,

          (iii) if sent for overnight delivery by Federal Express, United Parcel
                Service or other reputable national overnight delivery service,
                one (1) Business Day

                                       15

<PAGE>

                after such communication is entrusted to such service for
                overnight delivery and with recipient signature required,
                addressed as aforesaid, or

          (iv)  if by personal delivery at the address of such Person shown on
                the signature pages hereto.

          The Senior Agent or the Subordinated Creditor may designate a
          different address or telecopy number for its receipt of such notices
          or other communications by delivering notice of such change in
          accordance with the provisions of this Section 11(h).

     (i)  The Senior Agent is hereby authorized to demand specific performance
          of the provisions of this Agreement, at any time when any Credit Party
          or Subordinated Creditor shall have failed to comply with any
          provision hereof. Each Credit Party and the Subordinated Creditor
          hereby irrevocably waive any defense based on the adequacy of a remedy
          at law that might be asserted as a bar to such remedy of specific
          performance.

     (j)  Each party hereto will, upon the written request of any other party
          hereto, from time to time execute and deliver or cause to be executed
          and delivered such further instruments and agreements and do or cause
          to be done such further acts as may be reasonably necessary or proper
          to carry out more effectively the provisions of this Agreement.

     (k)  If any provision contained in this Agreement is in conflict with, or
          inconsistent with, any provision in the Subordinated Debt Documents,
          including, without limitation, any provisions regarding the existence
          or priority of any liens in the Collateral and any provisions dealing
          with the extent and manner that the Subordinated Debt is subordinated
          in right and time of payment to the prior payment in full of the
          Senior Debt (including, without limitation, the maximum principal
          amount of the Senior Debt), the provisions contained in this Agreement
          shall govern and control.

     (l)  This Agreement shall be governed by, and construed and enforced in
          accordance with, the laws of the State of New York applicable to
          contracts made and performed in such state.

12.  Waiver of Certain Rights; Subrogation. The Subordinated Creditor expressly
     waives any and all rights of subrogation, reimbursement, indemnity,
     exoneration or contribution or any other claim which the Subordinated
     Creditor may now or hereafter have against any Credit Party or against any
     property of any Credit Party arising from the existence, performance or
     enforcement of the Subordinated Creditor's obligations and liabilities
     under this Agreement until the Termination Date, at which time the
     Subordinated Creditor shall be deemed to be subrogated to the rights of the
     holders of the Senior Debt to receive payments or

                                       16

<PAGE>

     distributions of cash, property or securities of any Credit Party
     applicable to the Senior Debt until the Subordinated Debt shall be paid in
     full; and, for the purposes of such subrogation, no such payments or
     distributions to the holders of Senior Debt by or on behalf of any Credit
     Party (or by or on behalf of the Subordinated Creditor by virtue of this
     Agreement) which otherwise would have been made to the Subordinated
     Creditor shall, as between the Credit Parties and the Subordinated
     Creditor, be deemed to be a payment by or on behalf of any Credit Party to
     or on account of the Senior Debt. Neither Senior Agent nor any Senior
     Lender shall be liable for any loss to, or impairment of, any subrogation
     rights held by the Subordinated Creditor. In furtherance, and not in
     limitation of the immediately preceding sentence, neither the Senior Agent
     nor any Senior Lender shall have any obligation or duty to protect the
     Subordinated Creditor's rights of subrogation arising pursuant to this
     Agreement or otherwise.

13.  Jury Trial Waiver and Forum Consents. THE SUBORDINATED CREDITOR, THE SENIOR
     AGENT AND THE DEBTOR (FOR ITSELF AND FOR EACH OF ITS SUBSIDIARIES AND
     AFFILIATES) HEREBY WAIVES ANY RIGHT SUCH PERSON MAY HAVE UNDER ANY
     APPLICABLE LAW TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR LEGAL ACTION
     WHICH MAY BE COMMENCED BY OR AGAINST SUCH PERSON CONCERNING THE
     INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS
     AGREEMENT. IN THE EVENT ANY SUCH SUIT OR LEGAL ACTION IS COMMENCED BY THE
     SENIOR AGENT, THE SUBORDINATED CREDITOR AND THE DEBTOR (FOR ITSELF AND FOR
     EACH OF ITS SUBSIDIARIES AND AFFILIATES) HEREBY EXPRESSLY AGREE, CONSENT
     AND SUBMIT TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT
     SITTING IN NEW YORK, NEW YORK, WITH RESPECT TO SUCH SUIT OR LEGAL ACTION
     AND FURTHER EXPRESSLY CONSENTS AND SUBMITS TO AND AGREES THAT VENUE IN ANY
     SUCH SUIT OR LEGAL ACTION IS PROPER IN SAID COURTS AND FURTHER EXPRESSLY
     WAIVES ANY AND ALL PERSONAL RIGHTS UNDER APPLICABLE LAW OR IN EQUITY TO
     OBJECT TO THE JURISDICTION AND VENUE OF SAID COURTS. THE JURISDICTION AND
     VENUE OF THE COURTS CONSENTED TO AND SUBMITTED TO AND AGREED UPON IN THIS
     SECTION ARE NOT EXCLUSIVE BUT ARE CUMULATIVE AND IN ADDITION TO THE
     JURISDICTION AND VENUE OF ANY OTHER COURT UNDER ANY APPLICABLE LAW OR IN
     EQUITY.

              [The rest of this page is intentionally left blank]

                                       17

<PAGE>



     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
signed, sealed and delivered, all as of the day and year first above written.

COCA-COLA BOTTLING CO. CONSOLIDATED

By:   /s/ DAVID V. SINGER
-------------------------
Name:  David V. Singer
Title: EVP and Chief Financial Officer

Notice Address:
Coca-Cola Bottling Co. Consolidated
Coca-Cola Corporate Center
4100 Coca-Cola Plaza (28211-3481)
PO Box 31487
Charlotte, North Carolina  28231-1487
Attention: Chief Financial Officer
Telecopy No.: 704-557-4451


PIEDMONT COCA-COLA BOTTLING PARTNERSHIP

By Coca-Cola Bottling Co. Consolidated, its Manager


By:   /s/ DAVID V. SINGER
-------------------------
Name:  David V. Singer
Title: EVP and Chief Financial Officer

Notice Address:
Piedmont Coca-Cola Bottling Partnership
c/o Coca-Cola Corporate Center
4100 Coca-Cola Plaza (28211-3481)
PO Box 31487
Charlotte, North Carolina 28231-1487
Attention: Chief Financial Officer
Telecopy No.: 704-557-4451

                       [Signatures continued on next page]

<PAGE>


GENERAL ELECTRIC CAPITAL CORPORATION, as Senior Agent



By:   /s/ GLENN P. BARTLEY
------------------------------
Name:  Glenn P. Bartley
Title: Duly Authorized Signatory

Notice Address:
GE Capital Commercial Finance
500 West Monroe Street
Chicago, IL  60661
Attention:  Account Manager / Piedmont Coca Cola
Telecopy No.:  (312) 463-3823

GE Capital Commercial Finance
500 West Monroe Street
Chicago, IL  60661
Attention:  Corporate Counsel

Telecopy No.:  (312) 441-6876