Exhibit 10.1




---



##### 



PageARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS
    
    
    1SECTION 1.01. Certain Defined Terms
    
    
    1SECTION 1.02. Computation of Time Periods
    
    
    14SECTION 1.03. Accounting Terms
    
    
    14ARTICLE 2 AMOUNTS AND TERMS OF THE ADVANCES
    
    
    15SECTION 2.01. The Advances
    
    
    15SECTION 2.02. Making the Advances
    
    
    15SECTION 2.03. Certain Fees
    
    
    17SECTION 2.04. Reduction of the Commitments
    
    
    17SECTION 2.05. Repayment of Advances
    
    
    18SECTION 2.06. Interest
    
    
    18SECTION 2.07. Additional Interest on Eurodollar Rate Advances
    
    
    18SECTION 2.08. Interest Rate Determinations; Changes in Rating Systems
    
    
    19SECTION 2.09. Voluntary Conversion and Continuation of Advances
    
    
    20SECTION 2.10. Prepayments of Advances
    
    
    21SECTION 2.11. Increased Costs
    
    
    21SECTION 2.12. Illegality
    
    
    22SECTION 2.13. Payments and Computations
    
    
    22SECTION 2.14. Taxes
    
    
    23SECTION 2.15. Set-Off; Sharing of Payments, Etc.
    
    
    25SECTION 2.16. Right to Replace a Lender
    
    
    25SECTION 2.17. Evidence of Indebtedness
    
    
    26SECTION 2.18. Extension of Commitments
    
    
    26SECTION 2.19. Increase of Commitments
    
    
    27ARTICLE 3 CONDITIONS OF LENDING
    
    
    29SECTION 3.01. Conditions Precedent to Initial Borrowing
    
    
    29SECTION 3.02. Conditions Precedent to Each Borrowing
    
    
    30ARTICLE 4 REPRESENTATIONS AND WARRANTIES
    
    
    30SECTION 4.01. Representations and Warranties of the Borrower
    
    
    30ARTICLE 5 COVENANTS OF THE BORROWER
    
    
    33SECTION 5.01. Covenants
    
    
    33ARTICLE 6 EVENTS OF DEFAULT
    
    
    41SECTION 6.01. Events of Default
    
    
    41ARTICLE 7 THE ADMINISTRATIVE AGENT
    
    
    44SECTION 7.01. Authorization and Action
    
    
    44
 i




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##### 



PageSECTION 7.02. Administrative Agents Reliance, Etc.
    
    
    44SECTION 7.03. Citibank and Affiliates
    
    
    45SECTION 7.04. Lender Credit Decision
    
    
    45SECTION 7.05. Indemnification
    
    
    45SECTION 7.06. Successor Administrative Agent
    
    
    45SECTION 7.07. Arrangers
    
    
    46ARTICLE 8 MISCELLANEOUS
    
    
    46SECTION 8.01. Amendments, Etc.
    
    
    46SECTION 8.02. Notices, Etc.
    
    
    47SECTION 8.03. No Waiver; Remedies
    
    
    49SECTION 8.04. Costs, Expenses and Indemnification
    
    
    49SECTION 8.05. Binding Effect
    
    
    50SECTION 8.06. Assignments and Participations
    
    
    50SECTION 8.07. Governing Law; Submission to Jurisdiction
    
    
    53SECTION 8.08. Severability
    
    
    53SECTION 8.09. Execution in Counterparts
    
    
    53SECTION 8.10. Survival
    
    
    53SECTION 8.11. Waiver of Jury Trial
    
    
    54SECTION 8.12. Confidentiality
    
    
    54SECTION 8.14. USA PATRIOT Act
    
    
    54
 ii




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##### 



Schedule I
    
    - Banks, Commitments and Lending OfficesSchedule II
    
    - Existing Liens Securing Indebtedness, in each case, of $5,000,000 or moreSchedule III
    
    - LitigationSchedule IV
    
    - SubsidiariesSchedule V
    
    - Material AgreementsSchedule VI
    
    - Permitted InvestmentsSchedule VII
    
    - Contingent ObligationsSchedule VIII
    
    - Permitted Subsidiary Indebtedness
  Exhibit A
    
    - Form of Notice of BorrowingExhibit B
    
    - Form of Assignment and AcceptanceExhibit C
    
    - Form of Opinion of Special Counsel to the BorrowerExhibit D
    
    - Form of Opinion of Special New York Counsel to the Administrative AgentExhibit E
    
    - Form of Compliance Certificate of Borrower
 iii




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##### 



Borrower Bank Banks Administrative Agent
 Existing Credit Agreement
  ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS
 Certain Defined Terms
 Acquisition Cash Flow
 Administrative Agent
 Advance
 Affiliate
 Credit Agreement




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##### 



- 2 -  Applicable Facility Fee Rate
 Rating Level Period
    
    Applicable Facility Fee RateRating Level 1 Period
    
    
    0.0600
    %Rating Level 2 Period
    
    
    0.0800
    %Rating Level 3 Period
    
    
    0.100
    %Rating Level 4 Period
    
    
    0.125
    %Rating Level 5 Period
    
    
    0.150
    %
  Applicable Lending Office
 Applicable Margin
   Rating Level
    
    ApplicablePeriod
    
    MarginRating Level 1 Period
    
    
    0.190
    %Rating Level 2 Period
    
    
    0.270
    %Rating Level 3 Period
    
    
    0.350
    %Rating Level 4 Period
    
    
    0.425
    %Rating Level 5 Period
    
    
    0.475
    %
 Credit Agreement




---



##### 



- 3 -  Applicable Utilization Fee Rate
 ApplicableRating Level
    
    UtilizationPeriod
    
    Fee RateRating Level 1 Period
    
    
    0.0500
    %Rating Level 2 Period
    
    
    0.0500
    %Rating Level 3 Period
    
    
    0.0500
    %Rating Level 4 Period
    
    
    0.0750
    %Rating Level 5 Period
    
    
    0.125
    %
  Arrangers
 Assignment and Acceptance
 Bank
 Base Rate
   Base Rate Advance
 Credit Agreement




---



##### 



- 4 - Borrower
 Borrowing
 Business Day
 Capitalized Lease
 Capitalized Lease Obligations
 Change in Control
    Credit Agreement




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##### 



- 5 - Citibank
 Closing Date
 Code
 Commitment
 Commitment Termination Date provided
 Compliance Certificate
 Consolidated
 Consolidated Cash Flow
 Consolidated Cash Flow/Fixed Charges Ratio
 Consolidated Fixed Charges
 Consolidated Funded Indebtedness
 Consolidated Funded Indebtedness/Cash Flow Ratio
 Credit Agreement




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##### 



- 6 - Consolidated Net Interest Expense
 Consolidated Operating Income
 Contingent Obligation
 Continuation Continue Continued
 Controlled Group
 Convert Conversion Converted
 Default
 Dollars
 Domestic Lending Office
 Credit Agreement




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##### 



- 7 - Eligible Assignee
      Environmental Law
 ERISA
 Eurocurrency Liabilities
 Eurodollar Lending Office
 Eurodollar Rate Determination Date
 Credit Agreement




---



##### 



- 8 -  Eurodollar Rate Advance
 Eurodollar Rate Reserve Percentage
 Events of Default
 Exchange Act
 Excluded Representations
 Existing Credit Agreement
 Facility Fee
 Federal Funds Rate
 Credit Agreement




---



##### 



- 9 - Funded Indebtedness
 GAAP
 Governmental Authority
 Hazardous Materials
 Indebtedness
 Interest Period
 Credit Agreement




---



##### 



- 10 - provided
   provided
 Lenders
 Letter of Credit
 LIBOR
 Lien
 Majority Lenders
 Margin Stock
 Material Adverse Change Material Adverse Effect
 Material Agreements
 Credit Agreement




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##### 



- 11 - Material Indebtedness
 Material Subsidiary
 Moodys
 Moodys Rating
 Multiemployer Plan
 Note
 Notice of Borrowing
 OECD
 Other Taxes
 Payment Default
 PBGC
 Person
 Plan
 Credit Agreement




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##### 



- 12 -  Property
 Rate Hedging Obligations
 Rating Level Change
 Rating Level Period provided
 Rating Level 1 Period
 Rating Level 2 Period
 Rating Level 3 Period
 Rating Level 4 Period
 Credit Agreement




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##### 



- 13 - Rating Level 5 Period
 provided further
 Register
 Regulations T, U and X
 Reportable Event
 Responsible Officer
 Solvent
 Standard & Poors
 Standard & Poors Rating
 Subsidiary
 Credit Agreement




---



##### 



- 14 - provided
 Taxes
 Telerate Page 3750
 Termination Event
 Type
 Unfunded Liabilities
 Utilization Fee
 Computation of Time Periods
 Accounting Terms
 Credit Agreement




---



##### 



- 15 -  provided
 ARTICLE 2
AMOUNTS AND TERMS OF THE ADVANCES
 The Advances
 Advance Commitment
   Making the Advances
  Credit Agreement




---



##### 



- 16 -  Notice of Borrowing
     Credit Agreement




---



##### 



- 17 -   Certain Fees
 Facility Fee Facility Fee
 Utilization Fee Utilization
Fee
 Administrative Agents Fee
 Reduction of the Commitments
  provided provided further
 Credit Agreement




---



##### 



- 18 -  Repayment of Advances
 Interest
 Ordinary Interest
 Base Rate Advances plus
 Eurodollar Rate Advances plus
 Default Interest
 provided
  Additional Interest on Eurodollar Rate Advances
 Credit Agreement




---



##### 



- 19 -  Interest Rate Determinations; Changes in Rating Systems
          Credit Agreement




---



##### 



- 20 -    provided
 Voluntary Conversion and Continuation of Advances
 Optional Conversion provided
 Continuations provided
 Credit Agreement




---



##### 



- 21 -  Prepayments of Advances provided however
 Increased Costs
   Credit Agreement




---



##### 



- 22 -  Illegality
 Payments and Computations
   Credit Agreement




---



##### 



- 23 -  provided however
  Taxes
 excluding Taxes
  Credit Agreement




---



##### 



- 24 - Other Taxes
    provided however
 Credit Agreement




---



##### 



- 25 -  Set-Off; Sharing of Payments, Etc
 provided
 provided however
 Right to Replace a Lender Affected Person provided provided
further
 Credit Agreement




---



##### 



- 26 -  Evidence of Indebtedness
   prima facie provided
 Note
 Extension of Commitments
 Existing Commitment Termination Date




---



##### 



- 27 - Non-Extending Lender
  provided
 Increase of Commitments
  Notice of Increase Requested Increase Amount Requested
Increase Date Increasing Lender
 Credit Agreement




---



##### 



- 28 -   provided Additional
Lender
      Credit Agreement




---



##### 



- 29 - 
    ARTICLE 3
CONDITIONS OF LENDING
 Conditions Precedent to Initial Borrowing
       Credit Agreement




---



##### 



- 30 -     Conditions Precedent to Each Borrowing
   ARTICLE 4
REPRESENTATIONS AND WARRANTIES
 Representations and Warranties of the Borrower
  Credit Agreement




---



##### 



- 31 -        Credit Agreement




---



##### 



- 32 -         Credit Agreement




---



##### 



- 33 -    Material Agreements
  ARTICLE 5
COVENANTS OF THE BORROWER
 Covenants
 Financial Statements
 Credit Agreement




---



##### 



- 34 -       Use of Proceeds provided
 Certain Notices
  Credit Agreement




---



##### 



- 35 -      Conduct of Business
 Taxes
 Credit Agreement




---



##### 



- 36 - Insurance
 Compliance with Laws
 Maintenance of Properties
 Inspection
 Merger provided
 Preservation of Material Agreements
 Credit Agreement




---



##### 



- 37 -  Liens
    provided
    Credit Agreement




---



##### 



- 38 -   Investments investment
         Credit Agreement




---



##### 



- 39 -  provided
    provided
 Asset Dispositions transaction
   provided
   Credit Agreement




---



##### 



- 40 -  provided
  Payment of Claims
    provided
 Subsidiary Debt
 Credit Agreement




---



##### 



- 41 - Consolidated Cash Flow/Fixed Charges Ratio
 Consolidated Funded Indebtedness/Cash Flow Ratio
 Contingent Obligations
 ARTICLE 6
EVENTS OF DEFAULT
 Events of Default Events of
Default
    Material Indebtedness
 Credit Agreement




---



##### 



- 42 -     Credit Agreement




---



##### 



- 43 -           Credit Agreement




---



##### 



- 44 - provided however
 ARTICLE 7
THE ADMINISTRATIVE AGENT
 Authorization and Action provided however
 Administrative Agents Reliance, Etc
 Credit Agreement




---



##### 



- 45 -  Citibank and Affiliates
 Lender Credit Decision
 Indemnification provided
 Successor Administrative Agent
 Credit Agreement




---



##### 



- 46 -  Arrangers
 ARTICLE 8
MISCELLANEOUS
 Amendments, Etc provided however provided further
 Credit Agreement




---



##### 



- 47 - Notices, Etc
  (i)
    
    if to the Borrower:
Coca-Cola Bottling Co. Consolidated
4100 Coca-Cola Plaza
Charlotte, NC 28211
Attention: Vice President & Treasurer
Telephone No.: (704) 557-4633
Telecopier No.: (704) 557-4451
 (ii)
    
    if to the Administrative Agent:
Citibank, N.A.
Two Penns Way, Suite 200
New Castle, Delaware 19720
Attention: Kimberly Eidam-Melendez
Telephone No.: (302) 894-6012
Telecopier No.: (212) 994-0961
 (iii)
    
    if to any Lender, at the Domestic Lending Office of such Lender;
   Credit Agreement




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##### 



- 48 - Communications
 Platform AGENT PARTIES
  Credit Agreement




---



##### 



- 49 -  No Waiver; Remedies
 Costs, Expenses and Indemnification
  Indemnified Party
 Credit Agreement




---



##### 



- 50 -    Binding Effect provided
 Assignments and Participations
 provided
   Credit Agreement




---



##### 



- 51 -       Credit Agreement




---



##### 



- 52 -  Register
 provided however
   Credit Agreement




---



##### 



- 53 -   Governing Law; Submission to Jurisdiction Process Agent th th
 Severability
 Execution in Counterparts
 Survival
 Credit Agreement




---



##### 



- 54 - Waiver of Jury Trial
 Confidentiality
 Nonliability of Lenders
 USA PATRIOT Act Act
 Credit Agreement




---



##### 



Borrower
COCA-COLA BOTTLING CO. CONSOLIDATEDBy
    /s/ Clifford M. DealName:
    Clifford M. Deal, IIITitle:
    Vice President and TreasurerAdministrative Agent
CITIBANK, N.A.,
as Administrative AgentBy
    /s/ John JudgeName:
    John JudgeTitle:
    Vice President Credit Agreement




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##### 



Banks
CITIBANK, N.A.By
    /s/ John JudgeName:
    John JudgeTitle:
    Vice President Credit Agreement




---



##### 



WACHOVIA BANK, NATIONAL
ASSOCIATIONBy
    /s/ Denis WaltrichName:
    Denis WaltrichTitle:
    Vice President Credit Agreement




---



##### 



COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., RABOBANK 
NEDERLAND, NEW YORK BRANCHBy
    /s/ Tamira Treffers-HerreraName:
    Tamira Treffers-HerreraTitle:
    Executive DirectorBy
    /s/ Rebecca MorrowName:
    Rebecca MorrowTitle:
    Executive Director Credit Agreement




---



##### 



SUNTRUST BANKBy
    /s/ Hugh E. BrownName:
    Hugh E. BrownTitle:    Director Credit Agreement




---



##### 



BRANCH BANKING AND TRUST COMPANYBy
    /s/ Stuart M. JonesName:
    Stuart M. JonesTitle:
    Senior Vice President Credit Agreement




---



##### 



KBC BANK N.V.By
    /s/ Thomas G. JacksonName:
    Thomas G. JacksonTitle:
    First Vice PresidentBy
    /s/ Robert SnaufferName:
    Robert SnaufferTitle:
    First Vice President Credit Agreement




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##### 



Banks, Commitments and Lending Offices
 Domestic
    
    EurodollarBank
    
    Commitment
    
    Lending Office
    
    Lending OfficeCitibank, N.A.
    
    $
    50,000,000
    
    
    Citibank, N.A.
Two Penns Way 
New Castle, DE 19720
Attn: Christina Quezon
    
    Citibank, N.A.
Two Penns Way 
New Castle, DE 19720
Attn: Christina QuezonWachovia Bank, 
National Association
    
    
    50,000,000
    
    
    Wachovia Bank,
National Association
1339 Chestnut Street
Philadelphia, PA 19107
    
    Wachovia Bank,
National Association
1339 Chestnut Street
Philadelphia, PA 19107Cooperatieve Centrale 
Raiffeisen-Boerenleenbank 
B.A., Rabobank 
International, New York 
Branch
    
    
    30,000,000
    
    
    Cooperatieve Centrale 
   Raiffeisen-Boerenleenbank 
   B.A., Rabobank 
   International, New York 
   Branch 
245 Park Ave. 
New York, NY 10167
    
    Cooperatieve Centrale 
   Raiffeisen-Boerenleenbank 
   B.A., Rabobank 
   International, New York 
   Branch 
245 Park Ave. 
New York, NY 10167SunTrust Bank
    
    
    30,000,000
    
    
    SunTrust Bank
303 Peachtree Street,
3rd Floor
Atlanta, GA 30308
    
    SunTrust Bank
303 Peachtree Street,
3rd Floor
Atlanta, GA 30308Branch Banking
and Trust Company
    
    
    30,000,000
    
    
    Branch Banking 
   and Trust Company 
200 S. College Street 
2nd Floor 
Charlotte, NC 28202
    
    Branch Banking 
   and Trust Company 
200 S. College Street 
2nd Floor 

Charlotte, NC 28202KBC Bank N.V.
    
    
    10,000,000
    
    
    KBC Bank N.V. 
1177 Avenue of the 
Americas 
New York, NY 10036
    
    KBC Bank N.V. 
1177 Avenue of the 
Americas 
New York, NY 10036Total
    
    $
    200,000,000
 Schedule I




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##### 



Existing Liens Securing Indebtedness,  in each case, of $5,000,000 or more
  Schedule II




---



##### 



Litigation
 Ozarks Coca-Cola/Dr. Pepper Bottling Company, et al.vs. The Coca-Cola Company and Coca-Cola Enterprises Inc., Civil Action File No. 06-3056-CV-S
      Schedule III




---



##### 



Schedule III




---



##### 



Subsidiaries
 Incorporated/
    
    
    
    PercentEntitys Legal Name
    
    Organized
    
    Ownership By
    
    OwnedMaterial Subsidiaries:CCBCC Operations, LLC
    
    DE
    
    Coca-Cola Bottling Co.
Consolidated
    
    
    100
    %CCBCC Vending, LLC
    
    DE
    
    CCBCC Operations, LLC &
    
    
    99
    %Tennessee Soft Drink
    
    
    1
    %Production CompanyCoca-Cola Ventures, Inc.
    
    DE
    
    Coca-Cola Bottling Co.
Consolidated
    
    
    100
    %Piedmont Coca-Cola Bottling

Partnership
    
    DE
    
    Coca-Cola Ventures, Inc.
    
    
    77
    %BYB Brands, Inc.
    
    NC
    
    Coca-Cola Bottling Co.
Consolidated
    
    
    100
    %Other Subsidiaries:CCBC of Wilmington, Inc.
    
    DE
    
    Piedmont Coca-Cola
Bottling Partnership
    
    
    100
    %CCBCC, Inc.
    
    DE
    
    Coca-Cola Bottling Co.
Consolidated
    
    
    100
    %Chesapeake Treatment Company,
LLC
    
    NC
    
    CCBCC Operations, LLC
    
    
    100
    %Consolidated Beverage Co.
    
    DE
    
    Coca-Cola Bottling Co.
Consolidated
    
    
    100
    %Consolidated Real Estate Group,
LLC
    
    NC
    
    Coca-Cola Bottling Co.
Consolidated
    
    
    100
    %Data Ventures, Inc.
    
    NC
    
    Coca-Cola Bottling Co.
Consolidated
    
    
    100
    %
 Schedule IV




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##### 



Incorporated/
    
    
    
    PercentEntitys Legal Name
    
    Organized
    
    Ownership By
    
    OwnedHeath Oil Co., Inc.
    
    SC
    
    CCBCC Operations, LLC
    
    
    100
    %Tennessee Soft Drink Production
Company
    
    TN
    
    CCBCC Operations, LLC
    
    
    100
    %TXN, Inc.
    
    DE
    
    Data Ventures, Inc.
    
    
    100
    %Swift Water Logistics, Inc.
    
    NC
    
    Coca-Cola Bottling Co. Consolidated
    
    
    100
    %Data Ventures Europe, BV
    
    Netherlands
    
    Data Ventures, Inc.
    
    
    100
    %
 Schedule IV




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##### 



Material Agreements
              Schedule V




---



##### 



- 2 -         
 *
    
    Carolina Coca-Cola Bottling Partnerships name was changed to Piedmont Coca-Cola Bottling
Partnership. Schedule V




---



##### 



- 3 -   Bottling Franchise Agreements
 Sub-Bottlers Contract
  Sub-Bottlers Contract
    Master Bottle Contract
       Schedule V




---



##### 



- 4 - Master Bottle Contract
       Sub-Bottlers Contract
    Master Bottle Contract
     Schedule V




---



##### 



- 5 -  Master Bottle Contract
        Master Bottle Contract
       Schedule V




---



##### 



- 6 -  Master Bottle Contract
      Master Bottle Contract
       Master Bottle Contract
  Schedule V




---



##### 



- 7 -      Master Bottle Contract
        Master Bottle Contract
   Schedule V




---



##### 



- 8 -      Master Bottle Contract
       Master Bottle Contract
    Schedule V




---



##### 



- 9 -    Master Bottle Contract
        Master Bottle Contract
     Schedule V




---



##### 



- 10 -  Master Bottle Contract
       Master Bottle Contract
      Master Bottle Contract
  Schedule V




---



##### 



- 11 -       Master Bottle Contract
        Master Bottle Contract
  Schedule V




---



##### 



- 12 -      Sub-Bottlers Contract
      Master Bottle Contract
     Schedule V




---



##### 



- 13 -   Master Bottle Contract
       Master Bottle Contract
      Master Bottle Contract
 Schedule V




---



##### 



- 14 -       Master Bottle Contract
        Master Bottle Contract
  Schedule V




---



##### 



- 15 -       Master Bottle Contract
       Master Bottle Contract
  Schedule V




---



##### 



- 16 -    Master Bottle Contract
        Master Bottle Contract
     Schedule V




---



##### 



- 17 -    Master Bottle Contract
     Master Bottle Contract
       Master Bottle Contract
 Schedule V




---



##### 



- 18 -        Master Bottle Contract
     Master Bottle Contract
    Schedule V




---



##### 



- 19 -   Master Bottle Contract
        Master Bottle Contract
      Schedule V




---



##### 



- 20 - Master Bottle Contract
        Master Bottle Contract
        Schedule V




---



##### 



- 21 - Master Bottle Contract
        Master Bottle Contract
       Master Bottle Contract
 Schedule V




---



##### 



- 22 -       Master Bottle Contract
      Master Bottle Contract
    Schedule V




---



##### 



- 23 -   Sub-Bottlers Contract
      Master Bottle Contract
      Master Bottle Contract
  Schedule V




---



##### 



- 24 -       Sub-Bottlers Contract
 Sub-Bottlers Contract
         Schedule V




---



##### 



- 25 -                 Schedule V




---



##### 



- 26 -                 Schedule V




---



##### 



- 27 -               Schedule V




---



##### 



- 28 -                 Schedule V




---



##### 



- 29 -                 Schedule V




---



##### 



- 30 -              ,
   Schedule V




---



##### 



- 31 -               Schedule V




---



##### 



- 32 -                Schedule V




---



##### 



- 33 -                 Schedule V




---



##### 



- 34 -                 Schedule V




---



##### 



- 35 -                 Schedule V




---



##### 



- 36 -                 Schedule V




---



##### 



- 37 -                    Schedule V




---



##### 



- 38 -              Schedule V




---



##### 



- 39 -             Schedule V




---



##### 



- 40 -             Schedule V




---



##### 



- 41 -             Schedule V




---



##### 



- 42 -             Schedule V




---



##### 



- 43 -                Schedule V




---



##### 



- 44 -         Schedule V




---



##### 



Permitted Investments
                     Schedule VI




---



##### 



Contingent Obligations
     Schedule VII




---



##### 



Permitted Subsidiary Indebtedness
    Schedule VIII




---



##### 



Borrower Credit Agreement Proposed Borrowing
 
  
 1
   
 1
    
    For Eurodollar Rate Advances only. Form of Notice of Borrowing




---



##### 



Very truly yours,COCA-COLA BOTTLING CO. CONSOLIDATEDBy
    
    Title:
 Form of Notice of Borrowing




---



##### 



Credit Agreement Borrower Administrative Agent
 Assignor  Assignee
    Form of Assignment and Acceptance




---



##### 



1
 Effective Date
     
 1
    
    If the Assignee is organized under the laws of a jurisdiction outside the United
States. Form of Assignment and Acceptance




---



##### 



Percentage assigned to Assignee  %Assignees Commitment  $Aggregate outstanding principal
amount of Advances assigned  $Consideration payable by
Assignee to Assignor  $Effective Date (if other than
date of acceptance by Administrative Agent)*   __,
 [NAME OF ASSIGNOR], as AssignorBy
    
    Title:
 Form of Assignment and Acceptance




---



##### 



[NAME OF ASSIGNEE], as AssigneeBy
    
    Title:Domestic Lending Office:Eurodollar Lending Office:
 
 *
    
    This date should be no earlier than the date of acceptance by the Administrative Agent. Accepted this  day
of ,CITIBANK, N.A., as
Administrative
AgentBy
    
    Title:CONSENTED TO:COCA-COLA BOTTLING CO. CONSOLIDATEDBy
    
    Title:
 Form of Assignment and Acceptance




---



##### 



Borrower Loan Transaction Credit Agreement Lenders Administrative Agent
 Certificate of Incorporation Bylaws
  Form of Opinion of Special Counsel to the Borrower




---



##### 



- 2 -       Annex A ,
   Form of Opinion of Special Counsel to the Borrower




---



##### 



- 3 -      (a)
    
    This opinion is subject to the effect of applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium and similar laws affecting the
enforcement of creditors rights generally.(b)
    
    This opinion is subject to the effect of general principles of equity
(regardless of whether considered in a proceeding in equity or at law), which may,
among other things, deny rights of specific performance.(c)
    
    Our opinion in paragraph 4 above is also subject to the effect of general
principles of commercial reasonableness, good faith and fair dealing to the extent
required of the Administrative Agent and the Lenders by applicable law.(d)
    
    In rendering our opinion that the Borrower validly existing and in good
standing, we have relied solely upon a Certificate of Good Standing regarding the
Borrower from the Delaware Secretary of State dated March ___, 2007.(e)
    
    We express no opinion as to the enforceability of any provisions contained in
the Credit Agreement that (i) purport to excuse a party for liability for its own acts,
(ii) require waivers or amendments to be made only in writing, or (iii) purport to
effect waivers of constitutional, statutory or equitable rights or the effect of
applicable laws.
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- 4 - (f)
    
    We do not express any opinion as to the enforceability of contractual provisions
of the Credit Agreement concerning choice of law, choice of forum or consent to the
jurisdiction of courts, venue of actions or means of service of process.(g)
    
    We do not express any opinion as to the enforceability of provisions of the
Credit Agreement purporting to waive the right of jury trial.(h)
    
    We do not express any opinion as to the enforceability of provisions of
the Credit Agreement purporting to reconstitute the terms thereof as necessary to avoid
a claim or defense of usury.(i)
    
    We do not express any opinion as to the enforceability of provisions of
the Credit Agreement purporting to require a party thereto to pay or reimburse
attorneys fees incurred by another party, or to indemnify another party therefor,
which provisions may be limited by applicable statutes and decisions relating to the
collection and award of attorneys fees.(j)
    
    We do not express any opinion as to the enforceability of provisions that enumerated remedies are not exclusive or that a party has the right to pursue
multiple remedies without regard to other remedies elected or that all remedies are
cumulative.(k)
    
    We do not express any opinion as to the enforceability of severability provisions.(l)
    
    We do not express any opinion as to the enforceability of provisions
permitting the exercise, under certain circumstances, of rights without notice or
without providing opportunity to cure failures to perform.(m)
    
    We do not express any opinion as to the enforceability of provisions
that purport to create rights of setoff otherwise than in accordance with applicable
law.(n)
    
    The Credit Agreement contains a provision to the effect that no failure
on the part of any Lender or the Administrative Agent to exercise, and no delay in
exercising, and no course of dealing with respect to, any right thereunder shall
operate as a waiver thereof. The North Carolina Court of Appeals has held that when the
holder of a promissory note regularly accepts late payments, it is deemed to waive its
right to accelerate the indebtedness because of late payments until it notifies the
maker that prompt payments are again required. Driftwood Manor Investors v. City
Federal Savings & Loan Assn, 63 N.C. App. 459, 464, 305 S.E.2d 204, 207 (1983).
  Form of Opinion of Special Counsel to the Borrower




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- 5 - provided
   Form of Opinion of Special Counsel to the Borrower




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ANNEX A
                 Form of Opinion of Special Counsel to the Borrower




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Form of Opinion of Special Counsel to the Borrower




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Administrative
Agent Credit Agreement Borrower Existing Credit
Agreement
   (i)
    
    the Credit Agreement has been duly authorized by, has
been duly executed and delivered by, and (except to the extent set forth in the
opinions below as to the Borrower) constitutes legal, valid, binding and
enforceable obligations of, all of the parties thereto;(ii)
    
    all signatories to the Credit Agreement have been duly authorized;(iii)
    
    all of the parties to the Credit Agreement are duly
organized and validly existing and have the power and authority (corporate or
other) to execute, deliver and perform the Credit Agreement; and
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(iv)
    
    all Persons that are, immediately before the Closing Date, parties
to the Existing Credit Agreement have executed and delivered the Credit
Agreement or have otherwise consented to the amendment and restatement of
the Existing Credit Agreement effected thereby.
       Form of Opinion of Special New York Counsel to the Administrative Agent




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Form of Opinion of Special New York Counsel to the Administrative Agent




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To:
    
    The Banks parties to the
Credit Agreement Described Below
        
 Form of Compliance Certificate