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                                                                 EXHIBIT 10.65

                                LC ACCOUNT AGREEMENT


     THIS LC ACCOUNT AGREEMENT (the "Agreement")  is made and entered into as of
this 11th day of March, 1998 by and between THE COCA-COLA BOTTLING GROUP
(SOUTHWEST), INC. a Nevada corporation (the "Pledgor"), and 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
financial institutions (the "Lenders" and collectively with the Agent, 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 respective meanings assigned thereto in either or both of the Credit
Agreement.

                                 W I T N E S S E T H:

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

     WHEREAS, as a condition precedent to the Lenders' obligations to make the
Loans or to issue Letters of Credit, the Pledgor is required to execute and
deliver to the Agent a copy of this Agreement on or before the Closing Date;

     WHEREAS, the Secured Parties are unwilling to enter into the Loan Documents
unless each Pledgor enters into this 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 the mutual covenants contained herein, the
parties hereto agree as follows:

     1.   DEFINITIONS.  The following capitalized terms used in this Agreement
shall have the following meanings notwithstanding any definition thereof in the
Credit Agreement.  Other capitalized terms used but not defined herein shall
have the meanings therefor set forth in the Credit Agreement.

     "COLLATERAL" means (a) all funds from time to time on deposit in the LC
Account; (b) all Investments and all certificates and instruments from time to
time representing or evidencing such Investments; (c) all notes, certificates of
deposit, checks and other instruments from time to time hereafter delivered to
or otherwise possessed by the Agent for or on behalf of the Pledgor in
substitution for or in addition to any or all of the Collateral described in
clause (a) or (b) above; (d)

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all interest, dividends, cash, instruments and other property from time to
time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Collateral described in clause (a), (b) or (c)
above; and (e) to the extent not covered by clauses (a) through (d) above,
all proceeds of any or all of the foregoing Collateral.

     "INVESTMENTS" means those investments, if any, made by the Agent pursuant
to SECTION 5 hereof.

     "LC ACCOUNT" means the cash collateral account established and maintained
pursuant to SECTION 2 hereof.

     "SECURED OBLIGATIONS" means (i) all Obligations of the Pledgor now existing
or hereafter arising under or in respect of the Credit Agreement or the Notes
(including, without limitation, the Pledgor's obligation to pay principal and
interest and all other charges, fees, expenses, commissions, reimbursements,
indemnities and other payments related to or in respect of the obligations
contained in the Credit Agreement or the Notes) or any documents or agreement
related to the Credit Agreement or the Notes; and (ii) without duplication, all
obligations of the Pledgor now or hereafter existing under or in respect of this
Agreement, including, without limitation, with respect to all charges, fees,
expenses, commissions, reimbursements, indemnities and other payments related to
or in respect of the obligations contained in this Agreement.

     2.   LC ACCOUNT; CASH COLLATERALIZATION OF LETTERS OF CREDIT.

          (i)    At any time, in the Agent's sole discretion, the Agent shall
     establish and maintain at its offices  at 101 North Tryon Street,
     Charlotte, North Carolina, in its name and under its sole dominion and
     control, a cash collateral account designated as The Coca-Cola Bottling
     Group (Southwest), Inc. Cash LC Account  (the "LC Account").

          (ii)   In the event that the Pledgor delivers to the Agent an amount
     equal to the maximum amount remaining undrawn or unpaid under any Letters
     of Credit either (A) as required pursuant to ARTICLE XI of the Credit
     Agreement or (B) as otherwise agreed by the parties hereto to provide cash
     collateral for the undrawn amount of any Letter of Credit other than after
     the occurrence and during the continuation of an Event of Default, the
     Agent shall deposit such amount into the LC Account to be held pursuant to
     the terms of this Agreement.  Upon a drawing under the Letters of Credit in
     respect of which any amounts described above have been deposited in the LC
     Account, the Agent shall apply such amounts to reimburse NationsBank for
     the amount of such drawing.  In the event the Letters of Credit are
     canceled or expire or in the event of any reduction in the maximum amount
     available at any time for drawing under such Letters of Credit (the
     "Maximum Available Amount"), the Agent shall apply the amount then in the
     LC Account less the Maximum Available Amount immediately after such
     cancellation, expiration or reduction, if any, FIRST, to the cash
     collateralization of the Letters of Credit if the Pledgor has failed to pay
     all or a portion of the maximum amounts described in the first sentence of
     this clause (ii) above, SECOND, to the payment in full of the


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     outstanding Secured Obligations and THIRD, the balance, if any, to the
     Pledgor or as otherwise required by law.

          (iii)  Interest and other income received in respect of Investments
     of any amounts deposited in the LC Account pursuant to clause (ii) of this
     SECTION 2 shall be held by the Agent as additional Collateral hereunder.

     3.   PLEDGE; SECURITY FOR SECURED OBLIGATIONS.  The Pledgor hereby grants
and pledges to the Agent, for itself and on behalf of the Secured Parties, a
first priority lien and security interest in the Collateral now existing or
hereafter arising or acquired, as collateral security for the prompt payment in
full when due, whether at stated maturity, by acceleration or otherwise
(including, without limitation, the payment of interest and other amounts which
would accrue and become due but for the filing of a petition in bankruptcy or
the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code), of all Secured Obligations.

     4.   DELIVERY OF COLLATERAL.   The Collateral shall be delivered to the
Agent, for the benefit of the Lenders, in the form of immediately available
funds.

     5.   INVESTING OF AMOUNTS IN THE LC ACCOUNT; AMOUNTS HELD BY THE AGENT.
Cash held by the Agent in the LC Account shall not be invested or reinvested
except as provided in this SECTION 5.

          (i)    Subject to the remedies and other rights provided in SECTION
     11 hereof and provided that the lien and security interest in favor of the
     Agent and Secured Parties remains perfected and so long as no Event of
     Default shall have occurred and be continuing, any funds on deposit in the
     LC Account shall be invested by the Agent in cash equivalents.

          (ii)   The Agent shall have no responsibility and the Pledgor hereby
     agrees to hold the Agent and the Lenders harmless for any loss in the value
     of the Collateral resulting from a fluctuation in interest rates or
     otherwise.  Any interest on Investments permitted hereunder and the net
     proceeds of the sale or payment of any such Investments shall constitute
     part of the Collateral and be held in the LC Account by the Agent.

     6.   REPRESENTATIONS AND WARRANTIES.  In addition to its representations
and warranties made pursuant to ARTICLE VIII of the Credit Agreement, the
Pledgor represents and warrants to the Agent (for itself and as agent on behalf
of the Lenders), that the following statements are true, correct and complete:

          (i)    The Pledgor will be the legal and beneficial owner of the
     Collateral free and clear of any Lien except for the lien and security
     interest created by this Agreement and Permitted Liens in favor of
     Governmental Authorities;


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          (ii)   The pledge and assignment of the Collateral pursuant to this
     Agreement creates a valid and perfected first priority security interest in
     the Collateral, securing the payment of the Secured Obligations.

     7.   FURTHER ASSURANCES.  The Pledgor agrees that at any time and from time
to time, at the Pledgor's expense, the Pledgor will promptly execute and deliver
to the Agent any further instruments and documents, and take any further
actions, that may be necessary or that the Agent may reasonably request in order
to perfect and protect any security interest granted or purported to be granted
hereby or to enable the Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral.

     8.   TRANSFERS AND OTHER LIENS. The Pledgor agrees that it will not (a)
sell or otherwise dispose of any of the Collateral, or (b) create or permit to
exist any Lien upon or with respect to any of the Collateral, except for the
Lien and security interest created by this Agreement and the Credit Agreement
and Permitted Liens in favor of Governmental Authorities.

     9.   THE AGENT APPOINTED ATTORNEY-IN FACT.  Upon the occurrence and during
the continuation of an Event of Default, the Pledgor hereby appoints the Agent
as its attorney-in-fact, with full authority in the place and stead of the
Pledgor and in the name of the Pledgor or otherwise, from time to time in the
Agent's reasonable discretion to take any action and to execute any instrument
which the Agent may reasonably deem necessary or advisable to accomplish the
purposes of the Agreement, including, without limitation, to receive, endorse
and collect all instruments made payable to the Pledgor or either of them
representing any payment, dividend, or other distribution in respect of the
Collateral or any part thereof and to give full discharge for the same.  In
performing its functions and duties under this Agreement, the Agent shall act
solely for the Secured Parties and the Agent has not assumed nor shall be deemed
to have assumed any obligation towards or relationship of agency or trust with
or for the Pledgor.

     10.  THE AGENT MAY PERFORM.  If Pledgor fails to perform any agreement
contained herein, after notice to Pledgor, the Agent may itself perform, or
cause performance of, such agreement, and the expenses of the Agent incurred in
connection therewith shall be payable by Pledgor under SECTION 13 hereof.

     11.  STANDARD OF CARE; NO RESPONSIBILITY FOR CERTAIN MATTERS.  In dealing
with the Collateral in its possession, the Agent shall exercise the same care
which it would exercise in dealing with similar collateral property pledged by
others in transactions of a similar nature, but it shall not be responsible for
(a) ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether or not
the Agent has or is deemed to have knowledge of such matters, (b) taking any
steps to preserve rights against any parties with respect to any Collateral
(other than steps taken in accordance with the standard of care set forth above
to maintain possession of the Collateral), (c) the collection of any proceeds,
(d) any loss resulting from Investments made pursuant to SECTION 4 hereof, or
(e) determining (x) the correctness of any statement or calculation made by the
Pledgor in any written instructions, or (y) whether any deposit in the LC
Account is proper.


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     12.  REMEDIES UPON DEFAULT; APPLICATION OF PROCEEDS.  If the Borrower shall
fail to perform any action required hereunder or shall otherwise breach any term
or provision hereof (a "Default" hereunder) which Default shall not have been
waived in accordance with SECTION 13.6 of the Credit Agreement:

          (i)    The Agent may and shall at the request of the Required Lenders
     exercise in respect of the Collateral, in addition to other rights and
     remedies provided for herein otherwise available to it, all the rights and
     remedies of a secured party on default under the Uniform Commercial Code
     (the "Code") as in effect in the state in which the Collateral is located
     at that time, and the Agent may, without notice except as specified below,
     sell the Collateral or any part thereof in one or more parcels at public or
     private sale, at any exchange or broker's board or at any of the Agent's
     offices or elsewhere, for cash, on credit or for future delivery, and at
     such price or prices, and upon such other terms as the Agent may deem
     commercially reasonable.  Pledgor agrees that, to the extent notice of sale
     shall be required by law, at least ten (10) days' notice to Pledgor of the
     time and place of any public sale or the time after which any private sale
     is to be made shall constitute reasonable notification.  The Agent shall
     not be obligated to make any sale of the Collateral regardless of notice of
     sale having been given.  The Agent may adjourn any public or private sale
     from time to time by announcement at the time and place fixed therefor, and
     such sale may, without further notice, be made at the time and place to
     which it was so adjourned.

          (ii)   In addition to the remedies set forth in part (i) above and
     subject to the provisions of SECTION 2(ii) hereof, any cash held by the
     Agent as Collateral and all cash proceeds received by the Agent in respect
     of any sale of, collection from, or other realization upon all or part of
     the Collateral shall be applied (after payment of any amounts payable to
     the Agent pursuant to SECTION 12 hereof) by the Agent to pay the Secured
     Obligations pursuant to ARTICLE XI of the Credit Agreement.

     13.  EXPENSES.  In addition to any payments of expenses of the Agent
pursuant to the Credit Agreement or the other Loan Documents, the Pledgor agrees
to pay promptly to the Agent all the costs and expenses, including reasonable
attorneys fees and expenses, which the Agent may incur in connection with (a)
the custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Collateral, (b) the exercise or enforcement of any
of the rights of the Agent hereunder, or (c) the failure by the Pledgor to
perform or observe any of the provisions hereof.

     14.  NO DELAYS; WAIVER, ETC.  No delay or failure on the part of the Agent
in exercising, and no course of dealing with respect to, any power or right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise by the Agent of any power or right hereunder preclude other or further
exercise thereof or the exercise of any other power or right.  The remedies
herein provided are to the fullest extent permitted by law cumulative and are
not exclusive of any remedies provided by law.


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     15.  AMENDMENTS, ETC.  No amendment, modification, termination or waiver of
any provision of this Agreement, or consent to any departure by the Pledgor
therefrom, shall in any event be effective without the written concurrence of
the Agent.

     16. CONTINUING SECURITY INTEREST; TERMINATION.  This Agreement shall create
a continuing security interest in the Collateral and shall (a) remain in full
force and effect until all Secured Obligations (other than Secured Obligations
in the nature of continuing indemnities or expense reimbursement obligations not
yet due and payable) shall have been indefeasibly paid in full in cash, the
commitments or other obligations of the Agent or any Lender to make any Loan
under the Credit Agreement shall have expired, the Letters of Credit shall have
expired and the Facility Termination Date shall have occurred, (b) be binding
upon Pledgor, its successors and assigns, and (c) inure to the benefit of the
Agent, the Secured Parties and their respective successors, transferees and
assigns.  Without limiting the generality of the foregoing clause (c) and
subject to the provisions of the Credit Agreement, any Lender may assign or
otherwise transfer any Note held by it to any other person or entity, and such
other person or entity shall thereupon become vested with all the benefits in
respect thereof granted to such Lender herein or otherwise.  Upon the
indefeasible payment in full in cash of the Secured Obligations (other than
Secured Obligations in the nature of continuing indemnities or expense
reimbursement obligations not yet due and payable), and the cancellation or
expiration of the Letters of Credit and termination or expiration of all
commitments and other obligations of the Agent and any Lender to make any Loan
and the occurrence of the Facility Termination Date, Pledgor shall be entitled,
subject to the provisions of SECTION 11 hereof, to the return, upon its request
and at its expense, of such of the Collateral as shall not have been sold or
otherwise applied pursuant to the terms hereof.

     17.  SUCCESSORS AND ASSIGNS.  Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party and all covenants, promises, and agreements by or on
behalf of the Pledgor or by and on behalf of the Agent shall bind and inure to
the benefit of the successors and assigns of the Pledgor, the Agent and the
Lenders.

     18.  ANTI-MARSHALLING PROVISIONS.  The right is hereby given by each
Pledgor to the Agent, for the benefit of the Secured Parties, to make releases
(whether in whole or in part) of all or any part of the Collateral agreeable to
the Agent without notice to, or the consent, approval or agreement of other
parties and interests, including junior lienors, which releases shall not impair
in any manner the validity of or priority of the Liens and security interests in
the remaining Collateral conferred under such documents, nor release the Pledgor
from personal liability for the Secured Obligations hereby secured.
Notwithstanding the existence of any other security interest in the Collateral
held by the Agent, for the benefit of the Secured Parties, the Agent shall have
the right to determine the order in which any or all of the Collateral shall be
subjected to the remedies provided in this Agreement.  The proceeds realized
upon the exercise of the remedies provided herein shall be applied by the Agent,
for the benefit of the Secured Parties, in the manner provided in SECTION 11.5
of the Credit Agreement.  The Pledgor hereby waives any and all right to require
the marshalling of assets in connection with the exercise of any of the remedies
permitted by applicable law or provided herein.


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

          (a)    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 Secured Obligations;

          (b)    any change in the time, manner or place of payment of, or in
     any other term of, all or any of the Secured 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 Secured Obligations;

          (c)    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 Secured Obligations; or

          (d)    any other circumstances which might otherwise constitute a
     defense available to, or a discharge of, the Pledgors in respect of the
     Secured Obligations or of this Agreement.

     20.  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.

     21.  ENTIRE AGREEMENT.  This Agreement, together with the Credit Agreement,
the Guaranty 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 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.

     22.  FURTHER ASSURANCES.  The Pledgor agrees at its own expense to do such
further acts and things, and to execute and deliver such additional conveyances,
assignments, financing statements, agreements and instruments, as the Agent may
at any time reasonably request in connection with the administration or
enforcement of this Agreement or related to the Collateral or any part thereof
or in order better to assure and confirm unto the Agent its rights, powers and
remedies for the benefit of the Secured Parties hereunder.  The Pledgor hereby
consents and agrees that the issuers of or obligors in respect of the Collateral
shall be entitled to accept the provisions hereof as conclusive evidence of the
right of the Agent, on behalf of the Secured Parties, to exercise its rights
hereunder with respect to the Collateral, notwithstanding any other notice or
direction to the contrary heretofore or hereafter given by any Pledgor or any
other Person to any of such issuers or obligors.


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     23.  BINDING AGREEMENT; ASSIGNMENT.  This 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 the Pledgor shall not be permitted to assign this Agreement or any interest
herein or in the Collateral, or any part thereof, or otherwise pledge, encumber
or grant any option with respect to the Collateral, or any part thereof, or any
cash or property held by the Agent as Collateral under this Agreement.  All
references herein to the Agent shall include any successor thereof, each Lender
and any other obligees from time to time of the Obligations.

     24.  SWAP AGREEMENTS.  All obligations of the Borrower under Swap
Agreements shall be deemed to be Secured 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.

     25.  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.

     26.  COUNTERPARTS.  This 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.

     27.  INDEMNIFICATION.  Without limitation of SECTION 13.9 of the Credit
Agreement or any other indemnification provision in any Loan Document, the
Pledgor 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
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 the Pledgor has incurred any Obligation (all the foregoing,
collectively, the "indemnified liabilities"); PROVIDED, HOWEVER, that the
Pledgor 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 Secured Obligations, termination or expiration of this
Agreement and occurrence of the Facility Termination Date.

     28.  TERMINATION. This Agreement and all obligations of the Pledgor
hereunder shall terminate on the Facility Termination Date, at which time the
Liens and rights granted to the Agent for the benefit of the Secured Parties
hereunder shall automatically terminate and no longer be in effect, and the
Collateral shall automatically be released from the Liens created hereby.  Upon
such termination of this Agreement, the Agent shall, at the sole expense of the
Pledgor, deliver to the Pledgor the Collateral, together with any cash then
constituting the Collateral, not then sold or otherwise disposed of in
accordance with the provisions hereof and take such further actions as may be
necessary to effect the same and as shall be reasonably acceptable to the Agent.


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     29.  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 and the
Term Loan Facility to the Borrower pursuant to the Credit Agreement shall be
conclusively presumed to have been made or extended, respectively, in reliance
upon the Pledgor's pledge of the Collateral pursuant to the terms hereof.

     30.  NOTICES.   Any notice required or permitted hereunder shall be given,
(a) with respect to the Pledgor, at the address of the Borrower indicated in
SECTION 13.2 of the Credit Agreement and (b) with respect to the Agent or a
Lender, at the Agent's address indicated in SECTION 13.2 of the Credit
Agreement.  All such notices shall be given and shall be effective as provided
in Section 13.2 of the Credit Agreement.

     31.  GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.

          (a)    THIS 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)    THE PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND
     CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
     THIS 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
     AGREEMENT, THE PLEDGOR EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR
     HEREAFTER HAVE TO THE LAYING OF VENUE IN, OR TO THE EXERCISE OF
     JURISDICTION OVER IT AND ITS PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT,
     ACTION OR PROCEEDING, AND THE PLEDGOR HEREBY IRREVOCABLY SUBMITS GENERALLY
     AND UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT,
     ACTION OR PROCEEDING.

          (c)    THE PLEDGOR 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) TO THE ADDRESS OF THE BORROWER PROVIDED IN
     SECTION 13.2 OF THE CREDIT AGREEMENT, OR BY ANY OTHER METHOD OF SERVICE
     PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF TEXAS.


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          (d)    NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL
     PRECLUDE ANY SECURED PARTY FROM BRINGING ANY SUIT, ACTION OR PROCEEDING
     ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN THE COURTS OF ANY
     JURISDICTION WHERE THE PLEDGOR OR ANY OF THE PLEDGOR'S PROPERTY OR ASSETS
     MAY BE FOUND OR LOCATED.  TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF
     ANY SUCH JURISDICTION, THE PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE
     JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH
     SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION OVER
     IT AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR
     HEREAFTER MAY BE AVAILABLE UNDER APPLICABLE LAW.

          (e)    IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR
     REMEDIES UNDER OR RELATED TO THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT,
     DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN
     CONNECTION THEREWITH, THE PLEDGOR AND THE AGENT ON BEHALF OF THE LENDERS
     HEREBY AGREE, 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 HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
     ANY RIGHT SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR
     PROCEEDING.

                              [SIGNATURE PAGE FOLLOWS.]





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     IN WITNESS WHEREOF, the Pledgor and the Agent have caused this LC Account
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.


                                       THE COCA-COLA BOTTLING GROUP
                                       (SOUTHWEST), INC.


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



                                       NATIONSBANK, NATIONAL ASSOCIATION,
                                       as Agent for the Lenders


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



                             Signature Page 1 of 1