<PAGE>

                                                                  EXHIBIT 10.70

                              GUARANTY AGREEMENT

     THIS GUARANTY AGREEMENT (this "Guaranty Agreement" or this "Guaranty")
is made and entered into this 11th day of March, 1998, by EACH OF THE
UNDERSIGNED (each a "Guarantor" and collectively the "Guarantors") to
NATIONSBANK, NATIONAL ASSOCIATION, a national banking association organized
and existing under the laws of the United States, as Agent (the "Agent") for
each of the lenders (the "Lenders" and collectively with the Agent and any
affiliate of a Lender party to any Swap Agreement the "Secured Parties") now
or hereafter party to the Credit Agreement (as defined below).  All
capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Credit Agreement.

                             W I T N E S S E T H:

     WHEREAS, the Secured Parties have agreed to provide to Texas Bottling
Group, Inc. (the "Borrower") certain credit facilities, including a revolving
credit facility with a letter of credit sublimit pursuant to the Credit
Agreement dated as of March 11, 1998 among the Borrower, the Agent and the
Lenders (as from time to time amended, revised, modified, supplemented or
amended and restated, the "Credit Agreement"); and

     WHEREAS, each Guarantor is, directly or indirectly, a wholly owned
Subsidiary of the Borrower; and

     WHEREAS, as a condition to entering into the Credit Agreement and making
and continuing to make any loans or advances and issuing and continuing to
issue letters of credit thereunder, each Guarantor is required to guarantee
to the Secured Parties payment of the Borrower's Obligations in accordance
with the terms of this Agreement; and

     WHEREAS, each Guarantor will materially benefit from the loans and
advances to be made, and the letters of credit to be issued, under the Credit
Agreement, and each Guarantor is willing to enter into this Guaranty to
provide an inducement for the Secured Parties to continue to make loans and
advances, and to issue letters of credit, under the Credit Agreement; and

     WHEREAS, the Secured Parties are unwilling to enter into the Loan
Documents unless the Guarantors enter into this Guaranty Agreement;

     NOW, THEREFORE, in order to induce the Secured Parties to enter into the
Loan Documents and to make Loans and issue Letters of Credit, and in
consideration of the premises and mutual covenants contained herein, each
Guarantor hereby agrees as follows:

     1.   GUARANTY.  Each Guarantor hereby jointly and severally,
unconditionally, absolutely, continually and irrevocably guarantees to the
Secured Parties the payment and performance in full of the Borrower's
Liabilities (as defined below).  For all purposes of this Guaranty Agreement,
"Borrower's Liabilities" means: (a) the Borrower's prompt payment in full,
when due or declared due and at all such times, of all Obligations and all
other amounts pursuant to the terms

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of the Credit Agreement, the Notes, and all other Loan Documents executed in
connection with the Credit Agreement and all Hedging Obligations heretofore,
now or at any time or times hereafter owing, arising, due or payable from the
Borrower to the Lenders, including without limitation principal, interest,
premium or fee (including, but not limited to, loan fees and attorneys' fees
and expenses); and (b) the Borrower's prompt, full and faithful performance,
observance and discharge of each and every agreement, undertaking, covenant
and provision to be performed, observed or discharged by the Borrower under
the Credit Agreement and all other Loan Documents executed in connection
therewith and all Swap Agreements.  The Guarantors' obligations to the
Secured Parties under this Guaranty Agreement are hereinafter collectively
referred to as the "Guarantors' Obligations";  PROVIDED, HOWEVER, that the
liability of each Guarantor individually with respect to the Guarantors'
Obligations shall be limited to an aggregate amount equal to the largest
amount that would not render its obligations hereunder subject to avoidance
under Section 548 of the United States Bankruptcy Code or any comparable
provisions of any applicable state law.

     Each Guarantor agrees that it is jointly and severally, directly and
primarily liable for the Borrower's Liabilities.

     2.   PAYMENT.  If the Borrower shall default in payment or performance
of any of the Borrower's Liabilities, whether principal, interest, premium,
fee (including, but not limited to, loan fees and attorneys' fees and
expenses), or otherwise, when and as the same shall become due, whether
according to the terms of the Credit Agreement, by acceleration, or
otherwise, or upon the occurrence of any Event of Default under the Credit
Agreement that has not been cured or waived, then any or all of the
Guarantors will, upon demand thereof by the Agent or its successors or
assigns AS OF THE DATE OF SUCH DEMAND, fully pay to the Agent, for the
benefit of the Secured Parties, subject to any restriction set forth in
SECTION 1 hereof, an amount equal to all of the Guarantors' Obligations then
due and owing.

     3.   UNCONDITIONAL OBLIGATIONS.  This is a guaranty of payment and not
of collection.  The Guarantors' Obligations under this Guaranty Agreement
shall be joint and several, absolute and unconditional irrespective of the
validity, legality or enforceability of the Credit Agreement, the Notes or
any other Loan Document or any other guaranty of the Borrower's Liabilities,
and shall not be affected by any action taken under the Credit Agreement, the
Notes or any other Loan Document, any other guaranty of the Borrower's
Liabilities, or any other agreement between the Secured Parties and the
Borrower or any other Person, in the exercise of any right or power therein
conferred, or by any failure or omission to enforce any right conferred
thereby, or by any waiver of any covenant or condition therein provided, or
by any acceleration of the maturity of any of the Borrower's Liabilities, or
by the release or other disposal of any security for any of the Borrower's
Liabilities, or by the dissolution of the Borrower or the combination or
consolidation of the Borrower into or with another entity or any transfer or
disposition of any assets of the Borrower or by any extension or renewal of
the Credit Agreement, any of the Notes or any other Loan Document, in whole
or in part, or by any modification, alteration, amendment or addition of or
to the Credit Agreement, any of the Notes or any other Loan Document, any
other guaranty of the Borrower's Liabilities, or any other agreement between
the Secured Parties and the Borrower or any other Person, or by any other
circumstance whatsoever (with or without notice to or knowledge of any
Guarantor) which may or might in any manner or to any extent vary the risks
of such Guarantor, or might otherwise constitute a legal or

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equitable discharge of a surety or a guarantor; it being the purpose and
intent of the parties hereto that this Guaranty Agreement and the Guarantors'
Obligations hereunder shall be absolute and unconditional under any and all
circumstances and shall not be discharged except by payment as herein
provided.

     4.   CURRENCY AND FUNDS OF PAYMENT.  Each Guarantor hereby guarantees
that the Guarantors' Obligations will be paid in lawful currency of the
United States of America and in immediately available funds, regardless of
any law, regulation or decree now or hereafter in effect that might in any
manner affect the Borrower's Liabilities, or the rights of the Secured
Parties with respect thereto as against the Borrower, or cause or permit to
be invoked any alteration in the time, amount or manner of payment by the
Borrower of any or all of the Borrower's Liabilities.

     5.   SUITS.  Each Guarantor from time to time shall pay to the Agent for
the benefit of the Secured Parties, on demand, at the Agent's place of
business set forth in the Credit Agreement or such other address as the Agent
shall give notice of to such Guarantor, the Guarantors' Obligations as they
become or are declared due, and in the event such payment is not made
forthwith, the Agent or the Lenders or any of them may proceed to suit
against any one or more or all of the Guarantors.  At the Agent's election,
one or more and successive or concurrent suits may be brought hereon by the
Agent against any one or more or all of the Guarantors, whether or not suit
has been commenced against the Borrower, any other guarantor of the
Borrower's Liabilities, or any other Person and whether or not the Secured
Parties have taken or failed to take any other action to collect all or any
portion of the Borrower's Liabilities or have taken or failed to take any
actions against any collateral securing payment or performance of all or any
portion of the Borrower's Liabilities.

     6.   SET-OFF AND WAIVER.  Each Guarantor waives any right to assert
against the Secured Parties as a defense, counterclaim, set-off or cross
claim, any defense (legal or equitable) or other claim arising out of the
transactions contemplated by the Loan Documents which such Guarantor may now
or at any time hereafter have against the Borrower or the Secured Parties
without waiving any additional defenses, set-offs, counterclaims or other
claims otherwise available to such Guarantor.  If at any time hereafter any
Secured Party employs counsel for advice or other representation to enforce
the Guarantors' Obligations that arise out of an Event of Default, then, in
any of the foregoing events, all of the reasonable attorneys' fees arising
from such services and all expenses, costs and charges in any way or respect
arising in connection therewith or relating thereto shall be paid by such
Guarantor to the Agent, for the benefit of the Secured Parties, on demand.

     7.   WAIVER; SUBROGATION.

          (a)  Each Guarantor hereby waives notice of the following events or
     occurrences: (i) the Agent's acceptance of this Guaranty Agreement;
     (ii) the Lenders' heretofore, now or from time to time hereafter making
     Loans and issuing Letters of Credit and otherwise loaning monies or giving
     or extending credit to or for the benefit of the Borrower, whether pursuant
     to the Credit Agreement or the Notes or any other Loan Document or any
     amendments, modifications, or supplements thereto, or replacements or
     extensions thereof; (iii) the Secured Parties or the Borrower heretofore,
     now or at any time hereafter, obtaining, amending, substituting for,
     releasing, waiving or modifying the Credit Agreement, the Notes

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<PAGE>

     or any other Loan Documents; (iv) presentment, demand, default,
     non-payment, partial payment and protest; (v) any Secured Party
     heretofore, now or at any time hereafter granting to the Borrower (or any
     other party liable to the Lenders on account of the Borrower's Liabilities)
     or to any certain Guarantor any indulgence or extensions of time of payment
     of the Borrower's Liabilities or Guarantors' Obligations, respectively; and
     (vi) any Secured Party heretofore, now or at any time hereafter accepting
     from the Borrower, any other Guarantor, any other guarantor of the
     Borrower's Liabilities or any other Person, any partial payment or payments
     on account of the Borrower's Liabilities or any collateral securing the
     payment thereof or the Agent settling, subordinating, compromising,
     discharging or releasing the same.  Each Guarantor agrees that each Secured
     Party may heretofore, now or at any time hereafter do any or all of the
     foregoing in such manner, upon such terms and at such times as each Secured
     Party, in its sole and absolute discretion, deems advisable, without in any
     way or respect impairing, affecting, reducing or releasing such Guarantor
     from the Guarantors' Obligations, and each Guarantor hereby consents to
     each and all of the foregoing events or occurrences.

          (b)  Each Guarantor hereby agrees that payment or performance by such
     Guarantor of the Guarantors' Obligations under this Guaranty Agreement may
     be enforced by the Agent on behalf of the Lenders upon demand by the Agent
     to such Guarantor without the Agent being required, such Guarantor
     expressly waiving any right it may have to require the Agent, to
     (i) prosecute collection or seek to enforce or resort to any remedies
     against the Borrower or any other Guarantor or any other guarantor of the
     Borrower's Liabilities, or (ii) seek to enforce or resort to any remedies
     with respect to any security interests, Liens or encumbrances granted to
     the Agent by the Borrower, any other Guarantor or any other Person on
     account of the Borrower's Liabilities or any guaranty thereof, IT BEING
     EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY SUCH GUARANTOR THAT
     DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE
     PROVISIONS HEREOF ENFORCED BY THE AGENT, EFFECTIVE AS OF THE FIRST DATE ANY
     EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT.
     Neither the Agent nor any Lender shall have any obligation to protect,
     secure or insure any of the foregoing security interests, Liens or
     encumbrances on the properties or interests in properties subject thereto.
     The Guarantors' Obligations shall in no way be impaired, affected, reduced,
     or released by reason of any Secured Party's failure or delay to do or take
     any of the acts, actions or things described in this Guaranty including,
     without limiting the generality of the foregoing, those acts, actions and
     things described in this SECTION 7.

          (c)  Each Guarantor further agrees with respect to this Guaranty that
     such Guarantor shall have no right of subrogation, reimbursement or
     indemnity, nor any right of recourse to security for the Borrower's
     Liabilities until the Facility Termination Date.

     8.   EFFECTIVENESS; ENFORCEABILITY.  This Guaranty Agreement shall be
effective as of the date of the initial Advance under the Credit Agreement
and shall continue in full force and effect until the Facility Termination
Date. This Guaranty Agreement shall be binding upon and inure to the benefit
of each Guarantor, the Agent and the Lenders and their respective successors
and assigns.

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Notwithstanding the foregoing, no Guarantor may, without the prior written
consent of the Agent, assign any rights, powers, duties or obligations
hereunder, except as permitted by Sections 9.2 and 9.8 of the Credit
Agreement. Any claim or claims that the Secured Parties may at any time
hereafter have against a Guarantor under this Guaranty Agreement may be
asserted by any Secured Party by written notice directed to such Guarantor.

     9.   REPRESENTATIONS AND WARRANTIES.  Each Guarantor warrants and
represents to the Agent for the benefit of the Lenders that it is duly
authorized to execute, deliver and perform this Guaranty Agreement, that this
Guaranty Agreement is legal, valid, binding and enforceable against such
Guarantor in accordance with its terms except as enforceability may be
limited by bankruptcy, fraudulent conveyance, fraudulent transfer,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles; and that such Guarantor's execution, delivery and performance of
this Guaranty Agreement do not violate or constitute a breach of its
certificate of incorporation or other documents of corporate governance or
any agreement to which such Guarantor is a party, or any applicable laws,
orders, regulations, decrees or awards of any applicable governmental
authority or arbitral body.

     10.  EXPENSES.  Each Guarantor agrees to be liable for the payment of
all reasonable fees and expenses, including attorney's fees, incurred by the
Agent in connection with the enforcement of this Guaranty Agreement.

     11.  REINSTATEMENT.  Each Guarantor agrees that this Guaranty Agreement
shall continue to be effective or be reinstated, as the case may be, at any
time payment received by the Agent under the Credit Agreement or this
Guaranty Agreement is rescinded or must be restored for any reason.

     12.  ABSOLUTE RIGHTS AND OBLIGATIONS.  All rights of the Secured
Parties, and all obligations of each Guarantor hereunder, shall be absolute
and unconditional irrespective of:

          (1)  any lack of validity or enforceability of the Credit Agreement,
     any other Loan Document or any other agreement or instrument relating to
     any of the Guarantor's Obligations;

          (2)  any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Guarantor's Obligations, or any other
     amendment or waiver of or any consent to any departure from the Credit
     Agreement, any other Loan Document or any other agreement or instrument
     relating to any of the Guarantor's Obligations;

          (3)  any exchange, release or non-perfection of any other collateral,
     or any release or amendment or waiver of or consent to departure from any
     guaranty, for all or any of the Guarantor's Obligations; or

          (4)  any other circumstances which might otherwise constitute a
     defense available to, or a discharge of, each Guarantor in respect of the
     Guarantor's Obligations or of this Guaranty Agreement.

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<PAGE>

     13.  RELIANCE.  Each Guarantor represents and warrants to the Agent, for
the benefit of the Secured Parties, that: (a) such Guarantor has adequate
means to obtain from the Borrower, on a continuing basis, information
concerning the Borrower and the Borrower's financial condition and affairs
and has full and complete access to the Borrower's books and records; (b)
such Guarantor is not relying on any Secured Party, its or their employees,
agents or other representatives, to provide such information, now or in the
future; (c) such Guarantor is executing this Guaranty Agreement freely and
deliberately, and understands the obligations and financial risk undertaken
by providing this Guaranty; (d) such Guarantor has relied solely on the
Guarantor's own independent investigation, appraisal and analysis of the
Borrower and the Borrower's financial condition and affairs in deciding to
provide this Guaranty and is fully aware of the same; and (e) such Guarantor
has not depended or relied on any Secured Party, its employees, agents or
representatives, for any information whatsoever concerning the Borrower or
the Borrower's financial condition and affairs or other matters material to
such Guarantor's decision to provide this Guaranty or for any counseling,
guidance, or special consideration or any promise therefor with respect to
such decision.  Each Guarantor agrees that neither the Agent nor any Lender
has any duty or responsibility whatsoever, now or in the future, to provide
to such Guarantor any information concerning the Borrower or the Borrower's
financial condition and affairs, other than as expressly provided herein, and
that, if such Guarantor receives any such information from the Agent or any
Lender, its or their employees, agents or other representatives, such
Guarantor will independently verify the information and will not rely on the
Agent or any Lender, its or their employees, agents or other representatives,
with respect to such information.

     14.  DEFINITIONS.  All terms used herein and not otherwise defined
herein or in the Credit Agreement shall be defined in accordance with the
appropriate definitions appearing in the Uniform Commercial Code as in effect
in Texas, and such definitions are hereby incorporated herein by reference
and made a part hereof.

     15.  ENTIRE AGREEMENT.  This Guaranty Agreement, together with the
Credit Agreement and other Loan Documents, constitutes and expresses the
entire understanding between the parties hereto with respect to the subject
matter hereof, and supersedes all prior agreements and understandings,
inducements, commitments or conditions, express or implied, oral or written,
except as herein contained.  The express terms hereof control and supersede
any course of performance or usage of the trade inconsistent with any of the
terms hereof. Neither this Guaranty Agreement nor any portion or provision
hereof may be changed, altered, modified, supplemented, discharged, canceled,
terminated, or amended orally or in any manner other than by an agreement, in
writing signed by the parties hereto.

     16.  BINDING AGREEMENT; ASSIGNMENT.  This Guaranty Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and inure to
the benefit of the parties hereto, and to their respective successors and
assigns, except that no Guarantor shall be permitted to assign this Agreement
or any interest herein other than as permitted by Sections 9.2 and 9.8 of the
Credit Agreement.  All references herein to the Agent shall include any
successor thereof, each Lender and any other obligees from time to time of
the Guarantor's Obligations.

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     17.  SWAP AGREEMENTS.  All obligations of the Borrower under Swap
Agreements shall be deemed to be Guarantors' Obligations secured hereby, and
each Lender or affiliate of a Lender party to any such Swap Agreement shall
be deemed to be a Secured Party hereunder.

     18.  DISTRIBUTION OF PROCEEDS.  The proceeds received or collected under
this Guaranty Agreement shall be applied to the payment of expenses incurred
or paid by the Agent in connection with enforcing this Guaranty Agreement, to
the payment of any other costs, charges, reasonable attorneys' fees or
expenses mentioned herein, and to the payment of the Guarantors' Obligations
or any part thereof, all in such order and manner as is provided in SECTION
10.5 of the Credit Agreement and otherwise as the Agent may determine and as
permitted by applicable law.  The Agent shall, upon satisfaction in full of
the Guarantors' Obligations, pay any balance to the Guarantors or otherwise
as may be required by applicable law.

     19.  SEVERABILITY.  In case any Lien, security interest or other right
of any Secured Party or any provision hereof shall be held to be invalid,
illegal or unenforceable, such invalidity, illegality or unenforceability
shall not affect any other Lien, security interest or other right granted
hereby or provision hereof.

     20.  COUNTERPARTS.  This Guaranty Agreement may be executed in any
number of counterparts and all the counterparts taken together shall be
deemed to constitute one and the same instrument.

     21.  INDEMNIFICATION.  Without limitation of SECTION 12.9 of the Credit
Agreement but subject to the limitations of liability set forth therein or
any other indemnification provision in any Loan Document, each Guarantor
hereby covenants and agrees to pay, indemnify, and hold the Secured Parties
harmless from and against any and all other out-of-pocket liabilities, costs,
expenses or disbursements of any kind or nature whatsoever arising in
connection with any claim or litigation by any Person resulting from the
execution, delivery, enforcement, performance and administration of this
Guaranty Agreement or the Loan Documents, or the transactions contemplated
hereby or thereby, or in any respect relating to the Collateral or any
transaction pursuant to which such Guarantor has incurred any of the
Guarantors' Obligations (all the foregoing, collectively, the "indemnified
liabilities"); PROVIDED, HOWEVER, that such Guarantor shall have no
obligation hereunder with respect to indemnified liabilities directly or
primarily arising from the willful misconduct or gross negligence of the
Agent or any Lender.  The agreements in this subsection shall survive
repayment of all Guarantors' Obligations, termination or expiration of this
Guaranty Agreement and occurrence of the Facility Termination Date.  So long
as no Event of Default shall have occurred hereunder, no claim for which
indemnity is claimed shall be compromised or settled by an Indemnified Party
without the prior written consent of the Guarantor from whom indemnity is
claimed.

     22.  TERMINATION. This Guaranty Agreement and all Guarantor's
Obligations hereunder shall terminate on the Facility Termination Date;
provided, however, the guarantee of Southwest Coca-Cola Bottling Company,
Inc. and The Dani Group, Inc. shall be released as set forth in Section 4.1
of the Credit Agreement.

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     23.  REMEDIES CUMULATIVE.  All remedies hereunder are cumulative and are
not exclusive of any other rights and remedies of the Agent provided by law
or under the Credit Agreement, the other Loan Documents, or other applicable
agreements or instruments.  The making of the Loans to the Borrower pursuant
to the Credit Agreement and the extension of the Revolving Credit Facility to
the Borrower pursuant to the Credit Agreement shall be conclusively presumed
to have been made or extended, respectively, in reliance upon the Guarantor's
guaranty of the Guarantor's Obligations pursuant to the terms hereof.

     24.  NOTICES.   Any notice required or permitted hereunder shall be
given, (a) with respect to each Guarantor, at the address of the Borrower
indicated in or specified pursuant to SECTION 12.2 of the Credit Agreement
and (b) with respect to the Agent or a Lender, at the Agent's address
indicated in or specified pursuant to SECTION 12.2 of the Credit Agreement.
All such notices shall be given and shall be effective as provided in SECTION
12.2 of the Credit Agreement.

     25.  GOVERNING LAW.

          (a)  THIS GUARANTY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
     ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS
     EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE NOTWITHSTANDING ITS
     EXECUTION AND DELIVERY OUTSIDE SUCH STATE.

          (b)  EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND
     CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
     THIS GUARANTY AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE
     INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF DALLAS,
     STATE OF TEXAS, UNITED STATES OF AMERICA AND, BY THE EXECUTION AND DELIVERY
     OF THIS GUARANTY AGREEMENT, EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY HAVE
     NOW OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE JURISDICTION OF ANY
     SUCH SUIT, ACTION OR PROCEEDING, AND IRREVOCABLY SUBMITS GENERALLY AND
     UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT,
     ACTION OR PROCEEDING.

          (c)  EACH GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY
     PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL
     PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR
     CERTIFIED MAIL (POSTAGE PREPAID) AND IN ACCORDANCE WITH SECTION 12.2 OF THE
     CREDIT AGREEMENT, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE
     APPLICABLE LAWS IN EFFECT IN THE STATE OF TEXAS.

          (d)  NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL PRECLUDE
     THE AGENT OR ANY LENDER FROM BRINGING ANY

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     SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY
     AGREEMENT OR THE OTHER LOAN DOCUMENTS IN THE COURTS OF ANY PLACE WHERE THE
     GUARANTOR OR ANY OF THE GUARANTOR'S PROPERTY OR ASSETS MAY BE FOUND OR
     LOCATED.  TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH
     JURISDICTION, EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
     OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION
     OR PROCEEDING, THE JURISDICTION OF ANY OTHER COURT OR COURTS WHICH NOW OR
     HEREAFTER, BY REASON OF ITS PRESENT OR FUTURE DOMICILE, OR OTHERWISE, MAY
     BE AVAILABLE TO IT.

          (e)  IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR
     REMEDIES UNDER OR RELATED TO THIS GUARANTY AGREEMENT OR ANY AMENDMENT,
     INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE
     DELIVERED IN CONNECTION WITH THE FOREGOING, EACH GUARANTOR HEREBY AGREES,
     TO THE EXTENT PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR
     PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND EACH
     GUARANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY
     OBJECTION THAT IT MAY HAVE THAT EACH ACTION OR PROCEEDING HAS BEEN BROUGHT
     IN AN INCONVENIENT FORUM.



                          [SIGNATURE PAGES FOLLOW]






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<PAGE>

     IN WITNESS WHEREOF, the parties have duly executed this Guaranty
Agreement on the day and year first written above.

                                        GUARANTORS:

                                        COCA-COLA BOTTLING COMPANY OF THE
                                        SOUTHWEST


                                        By:
                                           -----------------------------------
                                        Name:     Charles F. Stephenson
                                        Title:    Vice President




     1










                             Signature Page 1 of 2

<PAGE>

                                        AGENT:

                                        NATIONSBANK, NATIONAL ASSOCIATION, as
                                        Agent for the Lenders


                                        By:
                                           ------------------------------------
                                        Name:
                                             ----------------------------------
                                        Title:
                                              ---------------------------------
















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