UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                              FORM 10-Q


(X)           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended                April 2, 1995

Commission File  Number                          0-9286


                 COCA-COLA BOTTLING CO. CONSOLIDATED
       (Exact name of registrant as specified in its charter)

               Delaware                            56-0950585
(State or other jurisdiction of     (I.R.S. Employer Identification Number)
 incorporation or organization)

        1900 Rexford Road, Charlotte, North Carolina 28211
        (Address of principal executive offices) (Zip Code)

                          (704) 551-4400
        (Registrant's telephone number, including area code)


Indicate  by  check  mark whether the registrant (1)  has  filed  all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of 1934 during the preceding 12 months  (or  for  such
shorter  period  that  the  registrant  was  required  to  file  such
reports),  and  (2) has been subject to such filing requirements  for
the past 90 days.         Yes  X    No


Indicate  the  number of shares outstanding of each of  the  issuer's
classes of common stock, as of the latest practicable date.

           Class                            Outstanding  at May 5, 1995
Common Stock, $1 Par Value                          7,958,059
Class B Common Stock, $1 Par Value                  1,336,362





                      PART I - FINANCIAL INFORMATION

Item l. Financial Statements.

                   Coca-Cola Bottling Co. Consolidated
                 CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                     In Thousands (Except Share Data)


                                            April 2,   Jan. 1,  April 3,
                                            1995        1995      1994
ASSETS

Current Assets:
Cash                                      $ 2,139      $1,812   $ 2,686
Accounts receivable, trade, 
 less allowance for doubtful 
 accounts of $402, $400 and $417            8,923       7,756    11,438
Accounts receivable from The 
 Coca-Cola Company                          6,582       4,514     7,325
Due from Piedmont Coca-Cola Bottling 
 Partnership                                  188       1,383     4,737
Accounts receivable, other                  5,096       7,232     7,108
Inventories                                31,884      31,871    31,823
Prepaid expenses and other current assets   5,239       5,054     4,053
   Total  current assets                   60,051      59,622    69,170

Property, plant and equipment, less 
 accumulated depreciation of $143,635, 
 $141,419 and $137,137                    185,997     185,633   170,385
Investment in Piedmont Coca-Cola 
 Bottling  Partnership                     66,930      67,729    67,754
Other assets                               24,055      23,394    21,277
Identifiable intangible assets, less 
 accumulated amortization of $78,134, 
 $75,667 and $68,267                      255,384     257,851   265,251
Excess of cost over fair value of net
 assets of businesses acquired, less 
 accumulated amortization of $22,262,
 $21,689 and $19,971                       69,357      69,930    71,648

Total                                    $661,774    $664,159  $665,485

See Accompanying Notes to Consolidated Financial Statements



LIABILITIES AND SHAREHOLDERS' EQUITY

                                           April 2,    Jan. 1,    April 3,
                                            1995        1995        1994
Current Liabilities:
Portion  of long-term debt payable 
 within one year                           $    247   $    300    $    611
Accounts payable and accrued 
 liabilities                                 60,506     59,413      63,500
Accounts payable to The Coca-Cola 
 Company                                      4,638      2,930       4,366
Accrued compensation                          2,118      4,246       2,881
Accrued interest payable                      5,998     11,275       4,757
  Total current liabilities                  73,507     78,164      76,115
Deferred income taxes                        90,862     89,531      79,511
Other liabilities                            27,391     29,512      21,758
Long-term debt                              436,400    432,971     461,497
  Total liabilities                         628,160    630,178     638,881

Shareholders' Equity:
Convertible Preferred Stock, $100 par value:
 Authorized-50,000 shares; Issued-None
Nonconvertible Preferred Stock, $100 par value:
 Authorized-50,000 shares; Issued-None
Preferred Stock, $.01 par value:
 Authorized-20,000,000 shares; Issued-None
Common Stock, $1 par value:
 Authorized-30,000,000 shares;
 Issued-10,090,859 shares                    10,090     10,090      10,090
Class B Common Stock, $1 par value:
 Authorized-10,000,000 shares;
 Issued-1,964,476 shares                      1,965      1,965       1,965
Class C Common Stock, $1 par value:
 Authorized-20,000,000 shares; Issued-None
Capital in excess of par value              127,704    130,028     136,998
Accumulated deficit                         (84,595)   (86,552)    (99,189)
Minimum pension liability adjustment         (3,904)    (3,904)     (5,614)
                                             51,260     51,627      44,250
Less-Treasury stock, at cost:
 Common-2,132,800 shares                     17,237     17,237      17,237
 Class B Common-628,114 shares                  409        409         409
  Total shareholders' equity                 33,614     33,981      26,604

Total                                      $661,774   $664,159    $665,485


See Accompanying Notes to Consolidated Financial Statements



Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share Data)


                                                             First Quarter
                                                            1995        1994
Net sales (includes sales to Piedmont of 
 $16,682 and $20,564)                                    $ 170,977    $ 163,817
Cost of products sold, excluding depreciation shown
 below (includes $15,222 and $18,905 related to
 sales to Piedmont)                                         98,903       97,484
Gross margin                                                72,074       66,333
Selling expenses                                            36,448       34,639
General and administrative  expenses                        13,493       12,659
Depreciation expense                                         6,386        5,773
Amortization of goodwill and intangibles                     3,057        3,073
Income from operations                                      12,690       10,189

Interest expense                                             8,437        7,526
Other expense, net                                             964           14
Income before income taxes and effect of
 accounting change                                           3,289        2,649
Federal and state income taxes                               1,332        1,139
Income before effect of accounting change                    1,957        1,510
Effect of accounting change                                              (2,211)
Net income (loss)                                         $  1,957      $  (701)

Income (loss) per share:
  Income before effect of accounting change               $    .21      $   .16
  Effect of accounting change                                              (.24)
  Net income (loss)                                       $    .21      $  (.08)

Cash dividends per share:
  Common Stock                                            $    .25      $   .25
  Class B Common Stock                                         .25          .25
Weighted average number of Common and
 Class B Common shares outstanding                           9,294        9,294


See Accompanying Notes to Consolidated Financial Statements




Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
In Thousands



Capital Minimum Class B in Pension Common Common Excess of Accumulated Liability Treasury Stock Stock Par Value Deficit Adjustment Stock Balance on January 2, 1994 $10,090 $1,965 $139,322 $(98,488) $(5,614) $17,646 Net loss (701) Cash dividends declared: Common (2,324) Balance on April 3, 1994 $10,090 $1,965 $136,998 $(99,189) $(5,614) $17,646 Balance on January 1, 1995 $10,090 $1,965 $130,028 $(86,552) $(3,904) $17,646 Net income 1,957 Cash dividends declared: Common (2,324) Balance on April 2, 1995 $10,090 $1,965 $127,704 $(84,595) $(3,904) $17,646
See Accompanying Notes to Consolidated Financial Statements Coca-Cola Bottling Co. Consolidated CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) In Thousands First Quarter 1995 1994 Cash Flows from Operating Activities Net income (loss) $ 1,957 $ (701) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Effect of accounting change 2,211 Depreciation expense 6,386 5,773 Amortization of goodwill and intangibles 3,057 3,073 Deferred income taxes 1,332 1,139 (Gains) losses on sale of property, plant and equipment 507 (356) Amortization of debt costs 114 114 Undistributed loss of Piedmont Coca-Cola Bottling Partnership 799 646 Increase in current assets less current liabilities (4,759) (20,049) Increase in other noncurrent assets (723) (1,305) Decrease in other noncurrent liabilities (1,232) (238) Other 2 125 Total adjustments 5,483 (8,867) Net cash provided by (used in) operating activities 7,440 (9,568) Cash Flows from Financing Activities Proceeds from the issuance of long-term debt 3,434 27,166 Payments on long-term debt (5) (28) Cash dividends paid (2,324) (2,324) Other (960) (913) Net cash provided by financing activities 145 23,901 Cash Flows from Investing Activities Additions to property, plant and equipment (7,641) (14,681) Proceeds from the sale of property, plant and equipment 383 1,772 Net cash used in investing activities (7,258) (12,909) Net increase in cash 327 1,424 Cash at beginning of period 1,812 1,262 Cash at end of period $ 2,139 $ 2,686 See Accompanying Notes to Consolidated Financial Statements Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 1. Accounting Policies The consolidated financial statements include the accounts of Coca-Cola Bottling Co. Consolidated and its majority owned subsidiaries ("the Company"). All significant intercompany accounts and transactions have been eliminated. The information contained in the financial statements is unaudited. The statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented. Except for the accounting change discussed in Note 2, all such adjustments are of a normal, recurring nature. The accounting policies followed in the presentation of interim financial results are the same as those followed on an annual basis. These policies are presented in Note 1 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended January 1, 1995 filed with the Securities and Exchange Commission. Certain prior year amounts have been reclassified to conform to current year classifications. 2. Accounting Change In November 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits" ("SFAS 112"). SFAS 112 requires the accrual, during the years that employees render service, of the expected cost of providing postemployment benefits if certain criteria are met. The Company adopted the provisions of SFAS 112 in the first quarter of 1994, effective January 3, 1994. As a result, the Company recorded a one-time, after-tax charge of $2.2 million. This charge appears within the caption "Effect of accounting change." Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 3. Summarized Income Statement Data of Piedmont Coca-Cola Bottling Partnership On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont Coca-Cola Bottling Partnership ("Piedmont") to distribute and market soft drink products primarily in portions of North Carolina and South Carolina. The Company and The Coca-Cola Company, through their respective subsidiaries, each beneficially own a 50% interest in Piedmont. The Company provides a majority of the soft drink products to Piedmont and receives a fee for managing the business of Piedmont pursuant to a management agreement. Summarized income statement data for Piedmont is as follows: First Quarter In Thousands 1995 1994 Net sales $45,688 $43,961 Gross margin 18,923 19,174 Income from operations 1,004 1,015 Net loss (1,598) (1,292) 4. Inventories Inventories are summarized as follows: April 2, Jan. 1, April 3, In Thousands 1995 1995 1994 Finished products $18,708 $17,621 $20,203 Manufacturing materials 11,633 12,638 10,094 Used bottles and cases 1,543 1,612 1,526 Total inventories $31,884 $31,871 $31,823 Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 5. Long-Term Debt Long-term debt is summarized as follows:
Fixed(F) or Interest Variable Interest April 2, Jan. 1, April 3, In Thousands Maturity Rate (V) Rate Paid 1995 1995 1994 Lines of Credit 1997 6.18% - V Varies $ 96,860 $93,420 $116,525 6.62% Commercial Paper 3,989 Term Loan Agreement 2000 7.50% V Semi- 60,000 60,000 60,000 annually Term Loan Agreement 2001 7.25% V Semi- 60,000 60,000 60,000 annually Medium-Term Notes 1998 6.86% V Quarterly 10,000 10,000 10,000 Medium-Term Notes 1999 7.99% F Semi- 66,500 66,500 66,500 annually Medium-Term Notes 2000 10.05% F Semi- 57,000 57,000 57,000 annually Medium-Term Notes 2002 8.56% F Semi- 66,500 66,500 66,500 annually Notes acquired in Sunbelt acquisition 2001 8.00% F Quarterly 5,321 5,327 5,429 Capital leases and other notes payable 1995 - 6.85% - F Varies 14,466 14,524 16,165 2001 12.00% Less: Portion of long- 436,647 433,271 462,108 term debt payable within one year 247 300 611 Long-term debt $436,400 $432,971 $461,497
Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 5. Long-Term Debt (cont.) As of April 2, 1995, the Company was in compliance with all of the covenants of its various borrowing agreements. It is the Company's intent to renew its lines of credit, commercial paper borrowings and borrowings under the revolving credit facility as they mature. To the extent that these borrowings do not exceed the amount available under the Company's $170 million revolving credit facility, they are classified as noncurrent liabilities. A $100 million commercial paper program was established in January 1990 with funds to be used for general corporate purposes. There were no balances outstanding under this program on April 2, 1995 or on January 1, 1995. On April 3, 1994, approximately $4.0 million was outstanding under the commercial paper program. In June 1992, the Company entered into a three-year arrangement under which it has the right to sell an undivided interest in a designated pool of trade accounts receivable for up to a maximum of $40 million. The Company had sold trade receivables of $35 million, $35 million and $31 million as of April 2, 1995, January 1, 1995 and April 3, 1994, respectively. It is the Company's intent to seek renewal of this arrangement prior to its expiration. On October 12, 1994, a $400 million shelf registration for debt and equity securities filed with the Securities and Exchange Commission became effective and available for issuance. As of April 2, 1995, no securities had been issued under this shelf registration. In any future offering under such registration, net proceeds from sales of the securities could be used for general corporate purposes, including repayment of debt, future acquisitions, capital expenditures and/or working capital. The Company has guaranteed a portion of the debt for two cooperatives in which the Company is a member. The amounts guaranteed were $34.2 million, $31.0 million and $15.7 million as of April 2, 1995, January 1, 1995 and April 3, 1994, respectively. Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 6. Derivative Financial Instruments The Company uses derivative financial instruments to cost effectively modify risk from interest rate fluctuations in its underlying debt. The Company has historically altered its fixed/floating interest rate mix based upon anticipated operating cash flows of the Company relative to its debt level and the Company's ability to absorb increases in interest rates. These derivative financial instruments are not used for trading purposes. The Company has entered into interest rate swaps that resulted in weighted average interest rates for the debt portfolio of approximately 7.5%, 7.0% and 6.3% as of April 2, 1995, January 1, 1995 and April 3, 1994, respectively. The Company's overall weighted average interest rate on its long-term debt increased from an average of 5.5% during the first quarter of 1994 to an average of 7.3% during the first quarter of 1995. After taking into account the effect of all of the interest rate swap activities, approximately 47%, 47% and 46% of the total debt portfolio was subject to changes in short-term interest rates as of April 2, 1995, January 1, 1995 and April 3, 1994, respectively. A rate increase of 1% would have increased first quarter 1995 interest expense by approximately $.5 million and net income for the quarter ended April 2, 1995 would have been reduced by approximately $.3 million. Interest coverage as of April 2, 1995 would have been 2.5 times (versus 2.6 times) if interest rates had increased by 1%. Derivative financial instruments were as follows:
April 2, 1995 Jan. 1, 1995 April 3, 1994 Remaining Remaining Remaining In Thousands Amount Term Amount Term Amount Term Interest rate swaps-floating $221,600 5-8 years $221,600 6-9 years $221,600 6-9 years Interest rate swaps-fixed 215,000 1-8 years 215,000 1-9 years 265,000 2-9 years Interest rate caps 30,000 .5 year 110,000 .5 year 110,000 1 year
Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 6. Derivative Financial Instruments (cont.) The table below summarizes interest rate swap activity. First Quarter In Thousands 1995 Total swaps, beginning of period $436,600 New swaps - Terminated swaps - Expired swaps - Total swaps, end of period $436,600 Deferred gains on terminated interest rate swap contracts were $3.9 million, $4.2 million and $4.4 million on April 2, 1995, January 1, 1995 and April 3, 1994, respectively. The carrying amounts and fair values of the Company's balance sheet and off-balance-sheet instruments were as follows:
April 2, 1995 Jan. 1, 1995 Carrying Fair Carrying Fair In Thousands Amount Value Amount Value Balance Sheet Instruments Public debt $200,000 $207,214 $200,000 $201,119 Non-public variable rate long-term debt 216,860 216,860 213,420 213,420 Non-public fixed rate long-term debt 19,787 19,424 19,851 19,030 Off-Balance-Sheet Instruments Interest rate swaps (7,701) (11,123)
The fair values of the interest rate swaps represent the estimated amounts the Company would have had to pay to terminate these agreements. Coca-Cola Bottling Co. Consolidated Notes to Consolidated Financial Statements (Unaudited) 7. Supplemental Disclosures of Cash Flow Information Changes in current assets and current liabilities affecting cash, net of effects from acquisitions and divestitures and effect of accounting change, were as follows: First Quarter In Thousands 1995 1994 Accounts receivable, trade, net $(1,167) $(6,478) Due from Piedmont 1,195 (2,283) Accounts receivable, other 68 3,023 Inventories (13) (4,290) Prepaid expenses and other current assets (185) (728) Portion of long-term debt payable within one year (53) (100) Accounts payable and accrued liabilities 2,801 (4,516) Accrued compensation (2,128) 674 Accrued interest payable (5,277) (5,351) Increase in current assets less current liabilities $(4,759) $(20,049) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Introduction: The following discussion presents management's analysis of the results of operations for the first three months of 1995 compared to the first three months of 1994 and changes in financial condition from April 3, 1994 and January 1, 1995 to April 2, 1995. The Company reported net income of $2.0 million or $.21 per share for the first quarter of 1995 compared with a net loss of $.7 million or $.08 per share for the same period in 1994. The results for the first quarter of 1994 include a one-time, after- tax noncash charge of $2.2 million or $.24 per share related to the adoption of Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Postemployment Benefits." On June 1, 1994, the Company executed a management agreement with South Atlantic Canners, Inc. ("SAC"), a manufacturing cooperative located in Bishopville, South Carolina. The Company is a member of the cooperative and receives a fee for managing the day-to-day operations of SAC. SAC has completed the expansion of its bottling lines and is now providing a portion of the product requirements for both the Company and Piedmont Coca-Cola Bottling Partnership. The results for interim periods are not necessarily indicative of the results to be expected for the year due to seasonal factors. Results of Operations: For the first quarter of 1995, net franchise sales increased 6.6% over the 1994 period due to increased net selling prices. Selling prices were increased in order to cover the anticipated increased cost of raw materials, primarily aluminum cans. Case volume was essentially unchanged from the comparable 1994 period. In the first quarter of 1994, franchise sales volume increased more than 6% from the first quarter of 1993 after adjusting 1993 results to reflect comparable franchise territories. In the first quarter of 1995, gross margin on net franchise sales increased by 7.6% and was slightly higher as a percentage of net franchise sales. Cost of goods sold related to net franchise sales increased due to increases in packaging costs, but selling price increases more than offset the increase in cost of goods sold. Although the cost of cans increased during the first quarter of 1995, recent agreements currently in place with suppliers ensure that the cost of cans will not increase further this year and may decline from current pricing if aluminum ingot prices decrease below a specified level. For the first quarter of 1995, selling expenses increased 5.2% over the 1994 period. Selling expenses related to franchise sales increased more than 7% due primarily to higher employment costs and increased expenses related to sales development programs and casualty insurance. General and administrative expenses increased due to increased employment costs. As a percentage of net franchise sales, general and administrative expenses were unchanged between the two periods. Depreciation expense increased 10.6% between the first quarter of 1994 and the first quarter of 1995. This change reflects the high level of capital expenditures during 1994. During 1994, certain improvements were made at the manufacturing facilities to produce new packages. Interest expense increased 12.1% from the first quarter of 1994 to the first quarter of 1995 due to higher short-term interest rates. Outstanding long-term debt decreased approximately $25 million from April 3, 1994 to April 2, 1995. The Company's weighted average interest rate increased from an average of 5.5% during the first quarter of 1994 to an average of 7.3% during the first quarter of 1995. The change in "other expense, net" between the first quarter of 1994 and the first quarter of 1995 was due primarily to a first quarter 1994 gain on the sale of an idle production facility. This facility was acquired in the 1991 Sunbelt acquisition and was closed in April 1992. For the first quarter of 1995, losses of approximately $.5 million on sales of property, plant and equipment were included in "other expense, net." Gains of approximately $.4 million on sales of property, plant and equipment were included in "other expense, net" for the first quarter of 1994. Changes in Financial Condition: Working capital increased $5.1 million from January 1, 1995 and decreased $6.5 million from April 3, 1994 to April 2, 1995. The increase from January 1, 1995 resulted principally from a decrease in accrued interest payable. The decrease from April 3, 1994 was due principally to decreases in trade accounts receivable and amounts due from Piedmont Coca-Cola Bottling Partnership. The decrease in trade accounts receivable from April 3, 1994 to April 2, 1995 was primarily due to an increase in trade accounts receivable sold. The Company had sold trade accounts receivable of $35 million as of April 2, 1995 and as of January 1, 1995 compared to $31 million on April 3, 1994. It is the Company's intent to seek renewal of this arrangement to sell trade accounts receivable prior to the June 1995 expiration of the current agreement. Capital expenditures in the first quarter of 1995 were $7.6 million as compared to $14.7 million in the first quarter of 1994. Expenditures for 1995 capital additions are expected to be lower than expenditures for 1994 capital additions. Long-term debt decreased $25 million from April 3, 1994 and increased $3.4 million from January 1, 1995. The level of debt as of April 3, 1994 had increased due to significant additions to property, plant and equipment during the first quarter of 1994. As of April 2, 1995, the Company was in compliance with all of the covenants of its various borrowing agreements. It is the Company's intent to renew any borrowings under its $170 million revolving credit facility and the informal lines of credit as they mature and, to the extent that any borrowings under the revolving credit facility, the informal lines of credit and commercial paper program do not exceed the amount available under the Company's $170 million revolving credit facility, they are classified as noncurrent liabilities. As of April 2, 1995, the Company had no amounts outstanding under the revolving credit facility or the commercial paper program and had approximately $97 million outstanding under the informal lines of credit. The Company uses derivative financial instruments to modify risk from interest rate fluctuations. Derivative financial instruments are not used for trading purposes. As of April 2, 1995, the debt portfolio had a weighted average interest rate of approximately 7.5% and approximately 47% of the total portfolio of $437 million was subject to changes in short-term interest rates. On October 12, 1994, a $400 million shelf registration for debt and equity securities filed with the Securities and Exchange Commission became effective and available for issuance. As of April 2, 1995, no securities had been issued under this shelf registration. In any future offering under such registration, net proceeds from sales of the securities could be used for general corporate purposes, including repayment of debt, future acquisitions, capital expenditures and/or working capital. Management believes that the Company, through the generation of cash flow from operations and the utilization of unused borrowing capacity, has sufficient financial resources available to maintain its current operations and provide for its current capital expenditure requirements. The Company considers the acquisition of additional franchise territories on an ongoing basis. PART II - OTHER INFORMATION Item 1. Legal Proceedings On February 21, 1995, Carolina Beverage Corporation ("CBC") filed a Complaint for Declaratory Judgment in the General Court of Justice, Superior Court Division, Rowan County, North Carolina (Docket No. 95-CVS-432) seeking a judicial interpretation of the contractual relationship, if any, between CBC and either the Company or Coca-Cola Bottling Co. Affiliated, Inc. ("Affiliated"), a subsidiary of the Company, regarding the sale of CHEERWINE(R) in the Asheville, North Carolina territory. The Court granted CBC's request for a pretrial injunction barring the Company and Affiliated from continuing to sell CHEERWINE(R) in the Asheville territory, finding that Affiliated would not be irreparably harmed by the loss of its contract as it could be compensated adequately by money damages for the value of the contract. The Company has filed pleadings denying CBC's right to terminate the CHEERWINE(R) License Agreement, asserting the continued existence of the contract and claiming damages for breach of contract, unfair trade practices and bad faith. The Company is confident in the strengths of its case and, since CBC is now marketing CHEERWINE(R) in Affiliated's territory, does not believe that CBC would be entitled to any damages should it ultimately prevail. Conversely, the Company believes it would be entitled to compensation from CBC should the Court or jury determine that CBC wrongfully terminated Affiliated's License Agreement. In 1994, sales of CHEERWINE(R) products represented less than 1% of the Company's total sales volume. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description 10.1 Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation. 10.2 Lease Schedule No. 001 - Revised, dated as of January 10, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.3 Lease Schedule No. 002 - Revised, dated as of January 18, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.4 Lease Schedule No. 003, dated as of January 31, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.5 Lease Schedule No. 004, dated as of February 8, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.6 Lease Schedule No. 005 - Revised, dated as of February 8, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.7 Lease Schedule No. 006 - Revised, dated as of February 27, 1995, of a Lease Agreement dated as of December 15, 1994 between the Company and BA Leasing & Capital Corporation covering various vehicles. 10.8 First Amendment to Credit Agreement, Line of Credit Note and Mortgage, and Reaffirmation of Term Note, Security Agreement, Guaranty Agreement and Addendum to Guaranty Agreement, dated as of March 31, 1995, by and among the Company, South Atlantic Canners, Inc. and Wachovia Bank of North Carolina, N.A. 10.9 Guaranty Agreement and Addendum, dated as of March 31, 1995, between the Company and Wachovia Bank of North Carolina, N.A. 10.10 Lease Funding No. 95002, dated as of March 9, 1995, of a Master Equipment Lease between the Company and Coca-Cola Financial Corporation covering various vending machines. 10.11 Lease Funding No. 95003, dated as of April 10, 1995, of a Master Equipment Lease between the Company and Coca-Cola Financial Corporation covering various vending machines 27 Financial data schedule for period ended April 2, 1995. (b) Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COCA-COLA BOTTLING CO. CONSOLIDATED (REGISTRANT) Date: May 15, 1995 By: /s/ David V. Singer David V. Singer Principal Financial Officer of the Registrant and Vice President - Chief Financial Officer
                                  EXHIBIT 10.1




                             L E A S E   A G R E E M E N T


                             dated as of December 15, 1994


                                        between


                            BA LEASING & CAPITAL CORPORATION


                                          and

                          COCA-COLA BOTTLING CO. CONSOLIDATED







                                        CONTENTS

             Parties . . . . . . . . . . . . . . . . . . . . . . . . . .  1

             1.     LEASE  . . . . . . . . . . . . . . . . . . . . . . .  1
                    1.01   Agreement to Lease  . . . . . . . . . . . . .  1
                    1.02   Procurement . . . . . . . . . . . . . . . . .  1
                    1.03   Conditions Precedent  . . . . . . . . . . . .  1
                    1.04   Lease Schedules . . . . . . . . . . . . . . .  1

             2.     TERM, RENT AND PAYMENTS  . . . . . . . . . . . . . .  2
                    2.01   Term. . . . . . . . . . . . . . . . . . . . .  2
                    2.02   Rent  . . . . . . . . . . . . . . . . . . . .  2
                    2.03   Payment . . . . . . . . . . . . . . . . . . .  2
                    2.04   Net Lease . . . . . . . . . . . . . . . . . .  2
                    2.05   Application of Payments . . . . . . . . . . .  3
                    2.06   Excessive Rent  . . . . . . . . . . . . . . .  3
                    2.07   Advance Payments  . . . . . . . . . . . . . .  3

             3.     WARRANTIES . . . . . . . . . . . . . . . . . . . . .  3

             4.     COVENANTS WITH RESPECT TO THE UNITS. . . . . . . . .  4
                    4.01   Use . . . . . . . . . . . . . . . . . . . . .  4
                    4.02   Possession  . . . . . . . . . . . . . . . . .  4
                    4.03   Liens . . . . . . . . . . . . . . . . . . . .  4
                    4.04   Titling, Licensing and Registration . . . . .  4
                           (a)    Characterization of Lease  . . . . . .  4
                           (b)    PreClosing Titling and
                                  Registration . . . . . . . . . . . . .  5
                           (c)    Titling and Registration of Units  . .  5
                           (d)    Delivery of Titles . . . . . . . . . .  5
                           (e)      Ownership  . . . . . . . . . . . . .  5
                    4.05   Maintenance . . . . . . . . . . . . . . . . .  6
                    4.06   Alterations . . . . . . . . . . . . . . . . .  6
                    4.07   Inspection  . . . . . . . . . . . . . . . . .  6

             5.     INDEMNITIES  . . . . . . . . . . . . . . . . . . . .  6
                    5.01   General Indemnity . . . . . . . . . . . . . .  6
                    5.02   General Tax Indemnity . . . . . . . . . . . .  7
                    5.03   Special Tax Indemnity . . . . . . . . . . . .  8
                           (a)    Definition of Loss . . . . . . . . . .  8
                           (b)    Payments . . . . . . . . . . . . . . .  9
                           (c)    Timing of Payments . . . . . . . . . . 10
                           (d)    Exceptions . . . . . . . . . . . . . . 10
                           (e)    Computations . . . . . . . . . . . . . 11
                           (f)    Contest  . . . . . . . . . . . . . . . 11
                           (g)    Survival . . . . . . . . . . . . . . . 12
                           (h)    Lessor . . . . . . . . . . . . . . . . 12

             6.     RISK OF LOSS; CASUALTIES; INDEMNITY  . . . . . . . . 12
                    6.01   Casualty Value Payments . . . . . . . . . . . 12
                    6.02   Effect of Casualty Value Payments . . . . . . 12



             7.     INSURANCE  . . . . . . . . . . . . . . . . . . . . . 13

             8.     DEFAULTS; REMEDIES . . . . . . . . . . . . . . . . . 13
                    8.01   Events of Default . . . . . . . . . . . . . . 13
                    8.02   Remedies  . . . . . . . . . . . . . . . . . . 14
                    8.03   Expenses  . . . . . . . . . . . . . . . . . . 15
                    8.04   Nonexclusive  . . . . . . . . . . . . . . . . 15
                    8.05   Right of Lessor to Perform  . . . . . . . . . 15

             9.     RETURN OF UNITS  . . . . . . . . . . . . . . . . . . 15

             10.    ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . 17

             11.    FURTHER ASSURANCES . . . . . . . . . . . . . . . . . 17

             12.    MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . 18
                    12.01  Effect of Waiver  . . . . . . . . . . . . . . 18
                    12.02  Survival of Covenants . . . . . . . . . . . . 18
                    12.03  Applicable Law; Severability  . . . . . . . . 18
                    12.04  Financial Information . . . . . . . . . . . . 18
                    12.05  Notices . . . . . . . . . . . . . . . . . . . 18
                    12.06  Counterparts  . . . . . . . . . . . . . . . . 18
                    12.07  Transaction Costs . . . . . . . . . . . . . . 19
                    12.08  Effect and Modification of Lease  . . . . . . 19

             APPENDIX

             EXHIBIT A    Form of Purchase Agreement Assignment

             EXHIBIT B    Form of Lease Schedule

             EXHIBIT C    Form of Bill of Sale

             EXHIBIT D    Form of Opinion of Counsel



                                 -ii-






                                                  Lease No. 1994-1 (940148)



                           LEASE AGREEMENT (this "Lease") dated December
                    15, 1994 between BA LEASING & CAPITAL CORPORATION, a
                    California corporation ("Lessor") and COCA-COLA
                    BOTTLING CO. CONSOLIDATED, a Delaware corporation
                    ("Lessee").

             SECTION 1.    LEASE.

                    1.01   Agreement to Lease.  Lessor agrees to acquire
             and lease to Lessee, and Lessee agrees to lease from Lessor
             certain personal property (the "Units" and, individually, a
             "Unit") described in the Appendix hereto (the "Appendix"), on
             the terms and conditions set forth herein and in the Appendix.

                    1.02   Procurement.  Lessee has ordered or shall order
             the Units pursuant to one or more purchase orders or other
             contracts of sale ("Purchase Agreements" and individually a
             "Purchase Agreement") from one or more vendors ("Vendors" and
             individually a "Vendor").  Lessee shall assign to Lessor all
             of Lessee's right, title and interest in and to the applicable
             Purchase Agreement as it relates to the Units by executing and
             delivering to Lessor a Purchase Agreement Assignment
             substantially in the form of Exhibit A.  Lessor agrees to (a)
             accept the assignment and (b) subject to Section 1.03, unless
             Lessee has paid the Vendor, assume the obligations of Lessee
             under the Purchase Agreement to purchase and pay for the Unit,
             but no other duties and obligations thereunder.  Nevertheless,
             Lessee shall remain liable to Vendor in respect of its duties
             and obligations in accordance with the Purchase Agreement. 
             Lessee represents and warrants in connection with the
             assignment of any Purchase Agreement that (a) Lessee has the
             right to assign the Purchase Agreement, (b) the right, title
             and interest of Lessee in the Purchase Agreement so assigned
             is and shall be free from all claims, liens, security
             interests and encumbrances, (c) Lessee will warrant and defend
             the assignment against claims and demands of all persons and
             (d) the Purchase Agreement contains no conditions under which
             Vendor may reclaim title to any Unit after delivery,
             acceptance and payment therefor.

                    1.03   Conditions Precedent.   The obligation of Lessor
             to pay for each Unit is subject to satisfaction of the
             conditions precedent set forth in the Appendix.  If any of
             those conditions is not met with respect to any Unit, Lessor
             shall assign to Lessee all the right, title and interest of
             Lessor in and to the Unit and any Purchase Agreement
             theretofore assigned to Lessor, as it relates to the Unit.

                    1.04   Lease Schedules.  Lessee shall deliver to
             Lessor, not later than four business days before the relevant
             Scheduling Date (as defined in the Appendix), an original
             invoice for each Unit.  Lessor shall then prepare and deliver
             to Lessee, within two business days before such Scheduling
             Date, for Lessee's signature (a) two executed counterparts of
             a Lease Schedule in the form of Exhibit B (a "Schedule") and
             (b) if title to any 

                                  -1-


             Unit has been transferred by the applicable Vendor or Lessee 
             has received the Unit before executing and delivering the 
             relevant Purchase Agreement Assignment to Lessor, a Bill of 
             Sale therefor in the form of Exhibit C.  Lessee shall execute 
             those documents and return them to Lessor not later than such 
             Scheduling Date.  If Lessor receives those documents later than 
             such Scheduling Date Lessor may reject them and regenerate the 
             Schedule for a later Scheduling Date.

                    Subject to satisfaction of all applicable conditions
             precedent, Lessor shall, upon receipt of such documents signed
             by Lessee, execute the Schedule and pay the Vendor or Lessee,
             as the case may be, the Purchase Prices of the Units described
             in the Schedule, and deliver a fully signed counterpart of the
             Schedule to Lessee.

             SECTION 2.    TERM, RENT AND PAYMENTS.

                    2.01   Term.  The term of this Lease as to each Unit
             shall begin upon its receipt by Lessee and continue as
             specified in the Schedule.

                    2.02   Rent.  Lessee shall pay to Lessor rent for each
             Unit as described in the Appendix and in the amounts and at
             the times set forth in the Schedule therefor.

                    2.03   Payment.  Rent and all other sums due Lessor
             hereunder shall be paid at the office of Lessor set forth
             below unless otherwise specified by Lessor.

                    2.04   Net Lease.  THIS LEASE IS A NET LEASE AND LESSEE
             SHALL NOT BE ENTITLED TO ANY ABATEMENT OR REDUCTION OF RENT OR
             ANY SET OFF AGAINST RENT, WHETHER ARISING BY REASON OF ANY
             PAST, PRESENT OR FUTURE CLAIM OF ANY NATURE BY LESSEE AGAINST
             LESSOR OR OTHERWISE.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
             HEREIN, THIS LEASE SHALL NOT TERMINATE, NOR SHALL THE
             OBLIGATIONS OF LESSOR OR LESSEE BE OTHERWISE AFFECTED BY ANY
             CIRCUMSTANCE, including, without limitation (a) any defect in,
             damage to, loss of possession or use or destruction of any
             Unit, however caused, (b) the attachment of any lien,
             encumbrance, security interest or other right or claim of any
             third party to any Unit, (c) any prohibition or restriction of
             or interference with Lessee's use of any Unit by any person or
             entity, (d) the insolvency of or the commencement by or
             against Lessee of any bankruptcy, reorganization or similar
             proceeding, or (e) any other cause, whether similar or
             dissimilar to the foregoing, any present or future law to the
             contrary notwithstanding.  IT IS THE INTENTION OF THE PARTIES
             THAT ALL RENT AND OTHER AMOUNTS PAYABLE BY LESSEE HEREUNDER
             SHALL BE PAYABLE IN ALL EVENTS IN THE MANNER AND AT THE TIMES
             HEREIN PROVIDED UNLESS LESSEE'S OBLIGATIONS IN RESPECT THEREOF
             HAVE BEEN TERMINATED PURSUANT TO THE EXPRESS PROVISIONS OF
             THIS LEASE.

                               -2-


                    2.05   Application of Payments.  If an Event of Default
             exists, payments shall be applied in the following order:  (a)
             any unreimbursed or unpaid expenses, including allocated time
             charges of internal counsel for Lessor and any other
             attorney's fees; (b) any unreimbursed or unpaid interest on
             late payments; and (c) rent and all other sums due thereunder. 
             Payments shall be evidenced by entries in records maintained
             by Lessor which shall be conclusive, absent manifest error.

                    2.06   Excessive Rent.  If a court finally determines
             Lessor has received any payments which are determined to be
             interest and which result in interest charges to Lessee in
             excess of the highest rate permitted by applicable law, such
             payments, to the extent they result in such excess, shall be
             deemed to have been payments on account of Base Rent and shall
             be so credited.  If such credit results in Lessee having paid
             to Lessor any sum in excess of Base Rent plus interest charges
             at the highest rate allowed by law, then such sum shall be
             refunded to Lessee and Lessee hereby waives any further remedy
             or claim against Lessor on account of Lessor having received
             such sum.

                    2.07   Advance Payments.  If any amount is received by 
             Lessor on or before the Scheduling Date, either as advance
             rental or otherwise, such amount shall be held as security for
             the performance of the terms of this Lease, and Lessor may,
             but shall not be required to, apply such amount to any overdue
             financial obligation of Lessee to Lessor.  If such amount is
             so applied, Lessee will pay the same amount to Lessor on
             demand as  a replacement for such amount.  If Lessee is not in
             default under this Lease, such amount shall be refunded upon
             the request of Lessee.  Lessee shall not receive any interest
             on such deposits.

             SECTION 3.    WARRANTIES.

                    LESSEE ACKNOWLEDGES AND AGREES THAT (a) EACH UNIT IS OF
             A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY LESSEE,
             (b) LESSEE IS SATISFIED THAT THE SAME IS SUITABLE FOR ITS
             PURPOSES, (c) LESSOR IS NOT A MANUFACTURER THEREOF NOR A
             DEALER IN PROPERTY OF SUCH KIND AND (d) LESSOR HAS NOT MADE,
             AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY OR
             COVENANT WITH RESPECT TO THE TITLE, MERCHANTABILITY,
             CONDITION, QUALITY, DESCRIPTION, DURABILITY, FITNESS FOR
             PURPOSE OR SUITABILITY OF ANY UNIT IN ANY RESPECT OR IN
             CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE. 
             Lessor hereby assigns to Lessee, to the extent assignable, any
             warranties, covenants and representations of Vendor with
             respect to any Unit, but any action taken by Lessee by reason
             thereof shall be at Lessee's expense and shall be consistent
             with Lessee's obligations under Section 2.  Any amounts
             received by Lessee as payment under any such warranty shall be
             applied to restore the relevant Units to the condition
             required by this Lease, with the balance of such 

                                  -3-


             amount, if any, to be paid over to Lessor. Lessee shall not take
             any action or fail to take any action the effect of which would
             be to invalidate any such warranty.

             SECTION 4.    COVENANTS WITH RESPECT TO THE UNITS.

                    4.01   Use.  Lessee shall not use, operate, maintain or
             store any Unit improperly, carelessly or in violation of any
             applicable law or regulation of any government authority.

                    4.02   Possession.  Lessee shall not (a) abandon any
             Unit, or (b) sublease any Unit or permit its use by anyone
             other than Lessee or Piedmont Coca-Cola Bottling Partnership
             without the prior written consent of Lessor, not to be
             unreasonably withheld.  No such sublease shall relieve Lessee
             of its obligations hereunder.

                    4.03   Liens.   Lessee shall not sell, assign or
             transfer, or directly or indirectly create, incur or suffer to
             exist any lien, claim, security interest or encumbrance of any
             kind on any of its rights hereunder or in any Unit.

                    4.04   Titling, Licensing and Registration.

                           (a)    Characterization of Lease.  Lessee and
             Lessor agree that:

                                  (i)    For Federal income tax purposes,
                    this Lease is intended to be a lease of the Units,
                    notwithstanding (in the case of Units that are Motor
                    Vehicles) the Terminal Rental Adjustment and related
                    provisions, as a result of the provisions of Section
                    7701(h) of the Code;

                                  (ii)   For purposes of the Uniform
                    Commercial Code of each state, in the case of Units
                    that are Motor Vehicles, notwithstanding the Terminal
                    Rental Adjustment, the TRAC Amount and the Estimated
                    Fair Market Value, and notwithstanding the Payment
                    Limitation, this Lease is properly characterized, as to
                    such Units, as a "true lease" and, in the case of Units
                    that are not Motor Vehicles, this Lease is properly
                    characterized, as to such Units, as a "true lease"; and

                                  (iii)  For vehicle titling and
                    registration purposes, the characterization of this
                    Lease for purposes of the Uniform Commercial Code is
                    relevant (and characterization of this Lease for
                    Federal income tax purposes is irrelevant) for
                    determining whether any Unit that is a Motor Vehicle
                    should be titled or registered in the name of Lessor or
                    Lessee.



                                  -4-



                           (b)    Pre-Closing Titling and Registration.   
             Lessee may cause title and registration of a Motor Vehicle to
             be in Lessor's name before the Scheduling Date therefor if the
             expected fair market value of such Motor Vehicle at Lease
             termination is substantially equal to the TRAC Amount
             therefor.  In such case Lessor shall be considered the nominee
             for the benefit of Lessee until such Scheduling Date. 
             Thereafter such title shall be held as provided in Section
             4.04(d).  If Lessor is named as owner on any certificate of
             title or registration for any Unit before its Scheduling Date,
             all obligations of Lessee hereunder shall apply with respect
             to such Unit, except that no rent shall accrue for such Unit
             before its Scheduling Date.

                           (c)    Titling and Registration of Units.
             Unless titling and registration of a Unit in Lessor's name has
             theretofore been accomplished pursuant to Section 4.04(b),
             Lessee shall, at Lessee's sole cost and expense, not later
             than 15 Business Days after the Scheduling Date of a Unit,
             duly apply or cause application to be made to the appropriate
             motor vehicle agency for a certificate of title for, and
             registration of, the Unit in the name of Lessor if the
             expected fair market value of such Motor Vehicle at Lease
             termination is substantially equal to the TRAC Amount
             therefor.

                           (d)    Delivery of Titles.  As each certificate
             of title is issued, Lessee shall promptly deliver or cause to
             be delivered such certificate to Lessor and in any event shall
             deliver a certificate of title for each Unit to Lessor not
             later than 30 days following the Unit's Scheduling Date.  Upon
             Lessee's purchase or sale of such Unit in accordance with Item
             G of the Appendix or upon Lessor's receipt of all payments to
             which it is entitled upon a Casualty Occurrence with respect
             to such Unit pursuant to Section 6.01, Lessor shall, if no
             Event of Default then exists, deliver such certificate of
             title for such Unit to Lessee within 10 days of payment,
             properly endorsed and released.

                           (e)      Ownership.  The parties intend that
             this Lease is a true lease and in no event shall this
             agreement be construed as a sale of the Units.  Title to the
             Units shall at all times remain in Lessor, and Lessee shall
             acquire no ownership, title, property, right, equity, or
             interest in the Units other than its leasehold interest solely
             as Lessee subject to all the terms  and conditions hereof. 
             Notwithstanding the express intent of the parties, if a court
             of competent jurisdiction determines this agreement is not a
             true lease, but rather one intended as security, then solely
             in that event and for the expressly limited purposes thereof,
             Lessee shall be deemed to have hereby granted Lessor a
             security interest in the Units, and all accessions thereto,
             substitutions and replacements therefore, and proceeds
             (including insurance


                                  -5-



             proceeds) thereof to secure the prompt payment and performance
             as and when due of all obligations and indebtedness of Lessee
             to Lessor arising under this Lease.

                    4.05   Maintenance.  Lessee shall at its expense at all
             times during the term of this Lease maintain the Units in good
             operating order, repair, condition and appearance and in
             accordance with the manufacturer's recommended procedures.

                    4.06   Alterations.  Lessee shall not alter any Unit or
             affix or place any accessory, equipment or device on any Unit
             if such alteration or addition would impair any applicable
             warranty or the originally intended function or use or reduce
             the value of the Unit.  All repairs, parts, accessories,
             equipment and devices furnished, affixed or installed to or on
             any Unit, excluding temporary replacements, shall thereupon
             become the property of Lessor.  If no Event of Default exists,
             Lessee may remove at its expense any such parts, accessories,
             equipment and devices at the expiration of the term of this
             Lease with respect to the Unit, if such parts, accessories,
             equipment or devices are readily removable and such removal
             will not impair the originally intended function or use of the
             Unit.

                    4.07   Inspection.  Upon prior notice to Lessee, Lessor
             and its designees shall have the right at all reasonable times
             to inspect any Unit, observe its use and inspect records
             related thereto.

             SECTION 5.    INDEMNITIES.

                    5.01   General Indemnity.  Lessee waives and releases
             any claim now or hereafter existing against Lessor, any
             company controlled by, controlling, or under common control
             with Lessor and all of their directors, officers, employees,
             agents, attorneys, successors and assigns (each, an
             "Indemnified Person") on account of, and shall indemnify,
             reimburse and hold each Indemnified Person harmless from, any
             and all claims (including, but not limited to, claims based on
             or relating to copyright, trademark or patent infringement,
             environmental liability, negligence, strict liability in tort,
             statutory liability or violation of laws), losses, damages,
             obligations, penalties, liabilities, demands, suits, judgments
             or causes of action, and all legal proceedings, and any
             reasonable costs or expenses in connection therewith,
             including reasonable attorneys' fees, including reasonable
             allocated time charges of internal counsel, in each case
             imposed on, incurred by or asserted against the Indemnified
             Person in any way relating to or arising in any manner out of
             (a) the registration, purchase, taking or foreclosure of a
             security interest in, or the ownership, delivery, condition,
             lease, assignment, storage, transportation, possession, use,
             operation, return, repossession, sale or other disposition of,
             any Unit, before or



                                  -6-



             during the term of this Lease as to the Unit, (b) any alleged
             or actual defect in any Unit (whether arising from the material
             or any article used therein, the design, testing, use,
             maintenance, service, repair, or overhaul thereof or otherwise),
             regardless of when such defect is discovered or alleged, whether
             or not the Unit is in Lessee's possession and no matter where
             it is located, or (c) this Lease or any other related document,
             the enforcement hereof or thereof or the consummation of the
             transactions contemplated hereby or thereby.  Notwithstanding
             the foregoing, this Section 5.01 will not apply to any claims
             resulting solely and primarily from any breach by Lessor of
             its obligations hereunder.

                    5.02   General Tax Indemnity.

                           (a)    Lessee shall pay or reimburse Lessor for,
             and indemnify and hold Lessor harmless from, all fees
             (including, but not limited to, license, documentation,
             recording or registration fees), and all sales, use, gross
             receipts, property, occupational, value-added or other taxes,
             levies, imposts, duties, assessments, charges or withholdings
             of any nature whatsoever, together with any penalties, fines
             or additions to tax, or interest thereon (all of the foregoing
             being hereafter referred to as "Impositions"), arising at any
             time before or during the term of this Lease, or upon any
             termination of this Lease or return of the Units to Lessor,
             and levied or imposed on Lessor, directly or otherwise, by any
             federal, state or local government or taxing authority in the
             United States or by any foreign country or foreign or
             international taxing authority on or with respect to (i) any
             Unit, (ii) the exportation, importation, registration,
             purchase, ownership, delivery, leasing, possession, use,
             operation, storage, maintenance, repair, transportation,
             return, sale, transfer of title or other disposition thereof,
             (iii) the rents, receipts, or earnings arising from any Unit,
             or (iv) this Lease or any payment made hereunder, excluding,
             however, taxes measured by Lessor's net income imposed or
             levied by the United States or any state thereof but not
             excluding any such net income taxes that by the terms of the
             statute imposing such tax expressly relieve Lessee or Lessor
             from the payment of any Impositions Lessee would otherwise
             have been obligated to pay, reimburse or indemnify.

                           (b)    Lessor shall pay directly all Impositions
             for which Lessor is primarily responsible and as to which
             Lessor gives Lessee notice Lessor will pay directly; and
             Lessee shall promptly reimburse Lessor for such Impositions so
             paid (except any Impositions excluded by Section 5.02(a)) upon
             presentation of a bill therefor.

                           (c)    Lessee shall pay on or before the time or
             times prescribed by law any Impositions for which Lessee is

                                  -7-



             primarily responsible under applicable law and any other
             Impositions (except any Impositions excluded by Section
             5.02(a)) not payable by Lessor pursuant to Section 5.02(b),
             but Lessee shall have no obligation to pay any such Imposition
             while Lessee is contesting such Imposition in good faith and
             by appropriate legal proceedings and the nonpayment thereof
             does not, in the opinion of Lessor, adversely affect the
             title, property, use, disposition or other rights of Lessor
             with respect to the Units.  Lessee shall furnish on Lessor's
             request proof of payment of any Imposition paid by Lessee.

                           (d)    If Lessor is not entitled to a
             corresponding and equal deduction with respect to any
             Imposition Lessee is required to pay or reimburse under
             Section 5.02(a), (b) or (c) and the payment or reimbursement
             constitutes income to Lessor, then Lessee shall also pay to
             Lessor the amount of any Imposition Lessor is obligated to pay
             in respect of (i) such payment or reimbursement by Lessee and
             (ii) any payment by Lessee made pursuant to this Section
             5.02(d).

                           (e)    Lessor shall prepare and file all
             required property tax reports or returns as "Owner" of the
             Units but Lessee must timely provide Lessor with all
             information that Lessor requires to prepare properly any such
             report or return.  Lessee shall report the Units as "Equipment
             Leased from Others" on any property tax reports or returns
             required to be filed by Lessee.  Lessee shall furnish on
             Lessor's request copies of reports or returns so filed.

                    5.03   Special Tax Indemnity.

                           (a)    Definition of Loss.  For all Federal,
             state and local income tax purposes, if for any reason:

                                  (i)    Depreciation.  Lessor is not
                    entitled to annual accelerated cost recovery deductions
                    ("Depreciation Deductions") for each Unit as provided
                    by Section 168(a) of the Internal Revenue Code of 1986,
                    as amended (the "Code") based on (A) a basis for
                    depreciation equal to the Purchase Price of the Unit,
                    (B) use of the 200% declining balance method, switching
                    to the straight-line method as provided in Section
                    168(b)(1) of the Code, (C) a recovery period of three
                    years, in the case of Units that are over-the-road
                    tractors, and five  years, in the case of  all other
                    Units, as provided in Section 168(c) of the Code, (D) a
                    salvage value equal to zero and (E) the half-year
                    convention; 

                                  (ii)   Inclusions.  Lessor is required to
                    include in gross income (an "Inclusion") any amount
                    with respect to the Lease other than (A) Supplemental
                    Rent, Interim Rent, Base Rent and rent payable with
                    respect to

                                  -8-



                    any extension of the term of the Lease, (B) any commitment
                    fee and nonutilization fee payable under the Lease, 
                    (C) any amounts payable with respect to a casualty with
                    respect to any Unit or any other event giving rise to a
                    payment of Casualty Value or an amount determined by
                    reference thereto, (D) any amounts payable with respect
                    to an election to purchase the Units, (E) any amounts
                    payable as interest on overdue payments, and (F) the
                    amount of any indemnity payment; in each case at the
                    time and in the amount each such payment accrues under
                    the terms of the Lease; or

                                  (iii)  Foreign Tax Credits.  Lessor's
                    federal income tax liability is increased as a result
                    of a reduction in the foreign tax credits available for
                    utilization by Lessor;

             (any of the foregoing being a "Loss"), then, except as
             provided in Section 5.03(d), Lessee shall indemnify Lessor
             with respect to such Loss by making payments in the amounts
             and at the times specified herein.  Any Loss suffered for
             federal income tax purposes will be deemed to give rise to a
             corresponding loss for state and local income tax purposes,
             and no Loss will be considered suffered for state and local
             income tax purposes unless there is a corresponding Loss for
             federal income tax purposes.

                           (b)    Payments.

                                  (i)    Lessee's Payments.  If a Loss
                    occurs, Lessee shall pay Lessor an amount which, after
                    reduction by the net amount of all additional taxes
                    payable by Lessor in respect of the receipt or accrual
                    of such amount under the laws of the United States and
                    California (the amount of such taxes to be computed
                    assuming Lessor is subject to the highest marginal
                    Federal and California statutory rate for income or
                    franchise taxes then generally applicable to
                    corporations), is equal to the sum of (A) the net
                    additional Federal income taxes payable by Lessor as a
                    result of such Loss, plus (B) any interest, penalties
                    or additions to tax payable by Lessor as a result of
                    such Loss, such sum to be determined (1) in the case of
                    loss of a Depreciation Deduction, by assuming that
                    Lessor's combined marginal federal, state and local
                    income tax rate will be 40.2%, (2) in the case of an
                    Inclusion, by assuming Lessor is subject to the highest
                    marginal Federal and California statutory rate for
                    income or franchise taxes then generally applicable to
                    corporations and (3) in the case of a loss of foreign
                    tax credits, by assuming Lessor can fully and currently
                    utilize all


                                  -9-



                    available credits for foreign taxes to reduce its federal
                    income tax liability.

                                  (ii)   Lessor's Payments.  Lessor shall
                    pay Lessee an amount equal to the sum of (i) the net
                    reduction in Federal income taxes, if any, realized by
                    Lessor attributable to any Loss or circumstances
                    resulting in a Loss, such sum to be determined
                    utilizing the rates set forth in Section 5.03(b)(i)(1)
                    or (2), as applicable, and (ii) the net amount of any
                    additional reduction in Federal and California income
                    and franchise taxes, if any, realized by Lessor as a
                    result of any payment pursuant to this sentence. 
                    However, the aggregate amount paid by Lessor to Lessee
                    hereunder with respect to any Loss shall not exceed the
                    aggregate amount paid by Lessee to Lessor with respect
                    to such Loss.

                           (c)    Timing of Payments.

                                  (i)    Time of Lessee's Payments.  Any
                    amount payable to Lessor shall be paid within 30 days
                    after written notice to Lessee by Lessor that a Loss
                    has occurred (which notice shall describe the Loss in
                    reasonable detail and set forth the computation of the
                    amount payable).  The time at which a Loss occurs shall
                    be deemed to be the date the additional Federal income
                    taxes resulting from the Loss would become due under
                    the assumptions set forth in paragraph (e).

                                  (ii)   Time of Lessor's Payments.  Any
                    amount payable to Lessee shall be paid within 30 days
                    after the date on which Lessor would realize the
                    reduction in Federal income tax under the assumptions
                    set forth in paragraph (e), and shall be accompanied by
                    a written statement describing the computation of the
                    amount so payable as determined by Lessor.

                           (d)    Exceptions.  Lessee shall not be required
             to make any payment hereunder in respect of any Loss that
             results solely from one or more of the following causes:
                                  (i)    the failure of Lessor to have
                    sufficient taxable income to benefit from the
                    depreciation deductions described in paragraph 1;

                                  (ii)   the failure of Lessor to claim
                    timely or properly any tax benefit or treatment
                    referred to in paragraph 1 in a tax return of Lessor,
                    unless such failure is based on a good faith
                    determination of Lessor that it is not entitled to
                    claim such tax benefit or treatment;



                                  -10-



                                  (iii)  a voluntary disposition by Lessor
                    of all or any part of its interest in a Unit before any
                    default by Lessee;

                                  (iv)   any event giving rise to a payment
                    of Casualty Value or an amount determined by reference
                    thereto, but only if such payment has been made in
                    full;

                                  (v)    a foreclosure of a lien on any
                    Unit by any person holding such lien through Lessor
                    which foreclosure results solely from an act of Lessor;
                    or 

                                  (vi)   the failure of Lessor to qualify
                    for the half-year convention provided by Code
                    (section indicator)168(d)(1).

                           (e)    Computations.  Whenever it may be
             necessary to determine (i) whether there has been a Loss or
             (ii) the amount of any payment required to be made hereunder
             by either Lessee or Lessor, such determination shall be made
             assuming (A) Lessor could fully benefit from any deductions
             and would suffer the full detriment of any additional income,
             (B) Lessor pays its annual federal income and state and local
             franchise or income taxes on quarterly estimated payment dates
             in accordance with the following schedule:  25% of the total
             income taxes for each year is paid on each April 15, June 15,
             September 15 and December 15 of the year with respect to which
             such taxes are imposed ("Estimated Tax Payment Dates") and (C)
             Lessor will compute its taxable income under the accrual
             method of accounting.

                           (f)    Contest.

                                  (i)    Lessor shall have no obligation to
                    contest any disallowance or adjustment or other action
                    that may result in a Loss unless:  (A) Lessor receives
                    a written notification by any taxing authority of a
                    proposed disallowance or adjustment (a "Disallowance"),
                    (B) Lessee requests Lessor to contest the Disallowance
                    within 45 days after Lessor has notified Lessee thereof
                    and within 60 days thereafter delivers to Lessor an
                    opinion of tax counsel satisfactory to Lessor that
                    Lessor should prevail in the contest, (C) Lessee
                    promptly pays the amount required under paragraph 2 if
                    Lessor elects to pay the tax and sue for a refund,
                    (D) the amount at issue in such contest exceeds
                    $100,000, and (E) Lessee fully indemnifies Lessor for
                    the tax and for all costs and expenses incurred by
                    Lessor in connection with such contest including
                    allocated time charges of internal counsel for Lessor
                    and any other reasonable attorney's fees and expenses,
                    and promptly reimburses Lessor for all such costs and
                    expenses as incurred.


                                  -11-




                                  (ii)   Lessor shall have the right to
                    control the conduct of the contest of any proposed
                    adjustment; provided, however, that Lessee shall be
                    kept informed of the status of such contest and shall
                    have the right to participate in the conduct of such
                    contest.  If, in the course of contesting any claim
                    referred to in this Section 5.03, the Internal Revenue
                    Service advises Lessor that it is willing to agree to a
                    settlement of such claim, Lessor shall notify Lessee of
                    such settlement proposal.  If, after receipt of such
                    notice, Lessee so requests, and such settlement
                    proposal relates exclusively to a Loss indemnifiable by
                    Lessee hereunder for which Lessee has acknowledged its
                    liability hereunder, Lessor shall agree to the
                    settlement as proposed by the Internal Revenue Service
                    and described to Lessee.  At any time, Lessor may agree
                    to a settlement proposal, without Lessee's approval or
                    consent, by notifying Lessee in writing that Lessor has
                    waived its right to indemnity with respect to such
                    settlement.

                           (g)    Survival.  All of Lessor's rights and
             privileges arising from the indemnities contained herein shall
             survive the expiration or other termination of this Lease.

                           (h)    Lessor.  For purposes of this Income Tax
             Indemnity, "Lessor" shall include any affiliated group (within
             the meaning of Section 1504 of the Code) of which Lessor is or
             becomes a member for any year in which a consolidated income
             tax return is filed for such affiliated group.

             SECTION 6.    RISK OF LOSS; CASUALTIES; INDEMNITY.

                    6.01   Casualty Value Payments.  If any Unit is worn
             out, lost, stolen, destroyed, or irreparably damaged, from any
             cause whatsoever, or taken or requisitioned by condemnation or
             otherwise (any such occurrence being hereinafter called a
            "Casualty Occurrence") before or during the term of this Lease
             as to such Unit, Lessee shall give Lessor prompt notice
             thereof, but in event not later than 10 days after Lessee is
             reasonably able to determine that a Casualty Occurrence
             occurred.  On the first rent payment date after the Casualty
             Occurrence or, if there is no such rent payment date, 30 days
             after the Casualty Occurrence, Lessee shall pay to Lessor an
             amount equal to the rent payment in respect of such Unit, if
             any, due on such date plus a sum equal to the Casualty Value
             for the Unit as of such date, determined according to the
             Appendix.

                    6.02   Effect of Casualty Value Payments.  Upon the
             making of such payment by Lessee in respect of any Unit, the
             rent for the Unit shall cease to accrue, the term of this
             Lease as to the Unit shall terminate and Lessor shall be
             entitled to recover possession of the Unit.  If Lessor
             receives the Casualty



                                  -12-



             Value for a Unit, Lessee shall be entitled to the proceeds of
             any recovery in respect of the Unit from insurance or otherwise.
             Except as provided in this Section 6.02, Lessee shall not be
             released from its obligations hereunder in the event of, and
             shall bear the risk of, any Casualty Occurrence to any Unit
             before or during the term of this Lease with respect to the Unit.

             SECTION 7.    INSURANCE.

                    Lessee, at its own cost and expense, shall keep the
             Units insured against all risks for the value of the Units and
             in no event for less than the Casualty Value of the Units. 
             Notwithstanding the foregoing, if no Event of Default exists,
             Lessee may self-insure with respect to the insurance required
             in the preceding sentence.  Lessee shall maintain public
             liability insurance against such risks in amounts not less
             than $5 million combined single limit.  All such insurance
             shall be in such form as Lessor shall approve, with
             financially sound and reputable independent insurers, shall
             specify Lessor and Lessee as insurers and shall provide that
             such insurance may not be canceled as to Lessor or altered in
             any way that would affect the interest of Lessor without at
             least 30 days prior written notice to Lessor.  All insurance
             shall be primary, without right of contribution from any other
             insurance carried by Lessor, shall contain a "breach of
             warranty" provision satisfactory to Lessor, and shall provide
             that all amounts payable by reason of loss or damage to all
             the Units shall be payable solely to Lessor.  Lessee shall
             provide Lessor with evidence satisfactory to Lessor of the
             required insurance at the time specified in Item B, Paragraph
             2 of the Appendix.

             SECTION 8.    DEFAULTS; REMEDIES.

                    8.01   Events of Default.  The following shall
             constitute events of default ("Events of Default") hereunder:

                           (a)    Lessee fails to make any payments to
             Lessor within 10 days of the date when due hereunder;

                           (b)    Any representation or warranty of Lessee
             contained herein or in any document furnished to Lessor in
             connection herewith is incorrect or misleading in any material
             respect when made and is not corrected (if capable of being
             corrected) within 10 days after notice thereof from Lessor to
             Lessee;

                           (c)    Lessee fails to observe or perform any
             other covenant, agreement or warranty made by Lessee hereunder
             and such failure continues for 10 days after written notice
             thereof to Lessee;


                                  -13-


                           (d)    Any default occurs under any other
             agreement for borrowing money or receiving credit under which
             Lessee or any guarantor or general partner of Lessee may be
             obligated as borrower, lessee or guarantor, if such default
             consists of the failure to pay any indebtedness when due or
             perform any other obligation thereunder if such default gives
             the holder of the indebtedness the right to accelerate the
             indebtedness; provided, that if the default under such other
             agreement is cured or waived by the parties thereto, default
             under this subsection (d) shall be deemed likewise to have
             been thereupon cured or waived;

                           (e)    Lessee, any guarantor of this Lease or
             any general partner of Lessee makes an assignment for the
             benefit of creditors or files any petition or action under any
             bankruptcy, reorganization, insolvency or moratorium law, or
             any other law or laws for the relief of, or relating to,
             debtors;

                           (f)    Any involuntary petition is filed under
             any bankruptcy statute against Lessee, any guarantor of this
             Lease or any general partner of Lessee, or any receiver,
             trustee, custodian or similar official is appointed to take
             possession of the properties of Lessee, any guarantor of this
             Lease or any general partner of Lessee, unless such petition
             or appointment is set aside or withdrawn or ceases to be in
             effect within 60 days from the date of the filing or
             appointment; or

                           (g)    Lessee, any guarantor of this Lease or
             any general partner of Lessee liquidates, dissolves, dies or
             enters into any partnership, joint venture (other than in its
             ordinary course of business), consolidation, merger or other
             combination, or sells, leases or disposes of a substantial
             portion of its business or assets; provided that the foregoing
             shall not apply to the participation in a joint venture or
             partnership for the expansion of Lessee's bottling business or
             a consolidation, merger or other combination in which Lessee
             is the survivor.

                    8.02   Remedies.  If any Event of Default occurs,
             Lessor, at its option, may:

                           (a)    proceed by appropriate court action or
             actions either at law or in equity, to enforce performance by
             Lessee of the applicable covenants of this Lease or to recover
             damages for the breach thereof; or

                           (b)    by notice in writing to Lessee terminate
             this Lease, whereupon all rights of Lessee to use the Units
             shall terminate, but Lessee shall remain liable as hereinafter
             provided; and thereupon Lessor may enter upon the premises of
             Lessee or other premises where any of the Units may be and
             take possession of all or any of such Units and thenceforth
             hold the same free from any right of Lessee, its successors or
             assigns,


                                  -14-




             but Lessor shall, nevertheless, have a right to recover from
             Lessee any and all amounts that under the terms of this Lease
             may be then due or that may have accrued to the date of such
             termination (computing the rent for any number of days less
             than a full rent period by multiplying the rent for such full
             rental period by a fraction of which the numerator is such
             number of days and the denominator is the total number of days
             in such full rent period) and also to recover forthwith from
             Lessee: (i) as damages for loss of the bargain and not as a
             penalty, a sum, with respect to each Unit, that equals (x) the
             present value, at the time of such termination, of the entire
             unpaid balance of all rent for the Unit that would otherwise
             have accrued hereunder from the date of such termination to the
             end of the term of this Lease as to such Unit minus (y) the
             then present value of the rent Lessor reasonably estimates to be
             obtainable for the Unit during such period, such present value
             to be computed in each case by discounting at a rate equal to
             the then judgment rate of interest fixed under California law,
             compounded at the same frequency as rent is payable hereunder,
             from the respective dates upon which rent would have been
             payable hereunder had the Lease not been terminated and (ii)
             any damages and expenses in addition thereto that Lessor sustains
             because of the breach of any covenant, representation or warranty
             contained in this Lease other than for the payment of rent.

                    Lessee hereby waives any rights now or hereafter
             conferred by statute or otherwise that may require Lessor to
             sell, lease or otherwise use any Unit in mitigation of
             Lessor's damages upon any default by Lessee, except as may be
             set forth in this Section 8.02, or that may otherwise limit or
             modify any of Lessor's rights or remedies under Section 8.02.

                    8.03   Expenses.  Lessee agrees to pay all reasonable
             allocated time charges, costs and expenses of internal counsel
             for Lessor and any other reasonable attorneys' fees, expenses
             or out-of-pocket costs incurred by Lessor in enforcing this
             Lease.

                    8.04   Nonexclusive.  The remedies herein provided in
             favor of Lessor shall not be deemed exclusive, but shall be
             cumulative, and shall be in addition to all other remedies in
             its favor existing at law or in equity.

                    8.05   Right of Lessor to Perform.  If Lessee fails to
             perform any of its agreements contained herein, Lessor may
             perform such agreement, and Lessee shall pay the reasonable
             expenses incurred by Lessor in connection with such
             performance, upon demand.

             SECTION 9.    RETURN OF UNITS.

                    Upon expiration of the term of this Lease in respect of
             each Unit, or if Lessor rightfully demands possession of a
             Unit

                                  -15-



             pursuant to this Lease or otherwise, Lessee, at its expense,
             shall forthwith deliver possession of the Unit to Lessor,
             together with its manuals and maintenance records, in the
             condition required by Section 4 and any additional requirements
             specified in the Appendix.  Upon such return the Unit shall be
             free and clear of all liens, encumbrances or rights of others
             whatsoever.  Lessee shall, by whichever of the following means
             Lessor may specify (after first storing the Unit, at Lessor's
             request, at the place where the Unit is to be located hereunder,
             free of charge for a period not to exceed 9O days, during which
             time Lessor will be allowed reasonable access thereto) deliver
             the Unit to Lessor in the continental United States as follows:
             (i) at Lessee's premises; (ii) at Lessee's expense to such place
             as Lessor shall specify; or (iii) the loading of the Unit on
             board such carrier and to such destinations as Lessor may
             designate with freight charges prepaid by Lessee.  If the Unit
             is shipped pursuant to clause (i) of the preceding sentence,
             Lessee shall obtain and pay for a policy of transit insurance
             in an amount equal to the replacement value of the Unit and
             Lessor shall be named as the Loss payee on all such policies
             of insurance. Lessor shall have the right to inspect the Unit
             before or after its return, and Lessee shall pay the reasonable
             costs of such inspection if the Unit is not in the condition
             required by this Lease. In addition, if repairs are made
             necessary, in the reasonable opinion of Lessor, to place the
             Unit in the condition required by this Lease, Lessee agrees to
             pay the cost of such repairs and further agrees to pay Lessor
             rent for the period of time reasonably necessary to accomplish
             such repairs, based on a daily pro-rated amount of the previous
             rent. Rent shall accrue at a daily pro-rated amount of the
             previous rent, for each day that Lessee does not return the
             Unit as required, but such payment of rent does not extend the
             term of this Lease.

                    Each Motor Vehicle Unit returned to Lessor pursuant to
             this Section 9 shall have (a) at least 50% original tread on
             all tires, which may not include recapped tires, except that
             if technology regarding recapped tires has significantly
             improved since the date hereof, Lessor may, in its reasonable
             discretion, accept recapped tires; (b) all cargo boxes
             substantially air and water tight; (c) no promotional decals
             or cracked or broken glass, except for minor chips and cracks
             that do not materially reduce the value or utility of the
             particular Units involved; (d) the engine, transmission and
             drive train in roadworthy condition and the remainder of the
             Unit in good operating condition, capable of performing its
             originally intended use; (e) all operating components of each
             Unit able to perform their function as originally intended;
             (f) all mechanical and electrical equipment, including radios,
             heaters, and air conditioners in proper operating condition;
             and (g) no damage to all other exterior and interior
             materials, the cost of repairs of which, taken together,
             exceed $500 per Unit, and otherwise,


                                  -16-



             ordinary wear and tear resulting from ordinary use in the rental
             market alone excepted, in the same condition as when delivered
             to Lessee hereunder.  But such ordinary wear and tear exception
             shall not derogate from the specific requirements of this Section
             9. Upon the return of any Unit to Lessor, Lessee will, at 
             Lessor's request, promptly deliver to Lessor all maintenance
             records as kept by Lessee or Lessee's affiliates in the normal
             course of business, repair orders, license plates, registration
             certificates and all other similar documents for the Unit, in
             their entirety.

                    If the proceeds of sale of any Motor Vehicle Unit
             received by Lessor under paragraph 2 of Item E of the Appendix
             at the scheduled expiration of the Lease term of the Unit (net
             of sales costs and any applicable taxes) and any Terminal
             Rental Adjustment payment by Lessee with respect to the Unit
             equals or exceeds the TRAC Amount for the Unit, then Lessee
             shall have no liability under this Section 9.

             SECTION 10.   ASSIGNMENT.

                    Lessor may at any time assign or transfer all of the
             right, title or interest of Lessor in and to this Lease, and
             the rights, benefits and advantages of Lessor hereunder,
             including the rights to receive payment of rent or any other
             payment hereunder and Lessor's title to the Units and any and
             all obligations of Lessor in connection herewith, (a) in the
             case of an assignment or transfer to a party who is at the
             time a creditor of Lessee, without Lessee's consent and (b) in
             all other cases, with the consent of Lessee, not to be
             unreasonably withheld.  Lessor may, subject to obtaining an
             appropriate confidentiality agreement therefrom, disclose to
             any potential or actual assignee or transferee any information
             in Lessor's possession relating to Lessee or the Lease.  Any
             such assignment or transfer shall be subject and subordinate
             to this Lease and the rights and interests of Lessee
             hereunder.  NO ASSIGNMENT OF THIS LEASE OR ANY RIGHT OR
             OBLIGATION HEREUNDER MAY BE MADE BY LESSEE OR ANY ASSIGNEE OF
             LESSEE WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR.

             SECTION 11.   FURTHER ASSURANCES.

                    Lessee confirms there is no pending litigation, tax
             claim, proceeding or dispute that may materially adversely
             affect its financial condition or impair its ability to
             perform its obligations hereunder.  Lessee will, at its
             expense, maintain its legal existence in good standing and do
             any further act and execute, acknowledge, deliver, file,
             register and record any further documents Lessor may
             reasonably request in order to protect Lessor's title to the
             Units and Lessor's rights and benefits under this Lease.



                                  -17-




             SECTION 12.   MISCELLANEOUS.

                    12.01  Effect of Waiver.

                    No delay or omission to exercise any right, power or
             remedy accruing to Lessor upon any breach or default of Lessee
             hereunder shall impair any such right, power or remedy nor
             shall it be construed to be a waiver of any such breach or
             default, or an acquiescence therein or of or in any similar
             breach or default thereafter occurring, nor shall any waiver
             of any single breach or default be deemed a waiver of any
             other breach or default theretofore or thereafter occurring. 
             Any waiver, permit, consent or approval of any kind or
             character on the part of Lessor of any breach or default under
             this Lease must be in writing specifically set forth.

                    12.02  Survival of Covenants.  All obligations of
             Lessee under Sections 1, 2, 4, 5, 6, 7, 8, 9 and 11 and the
             Appendix shall survive the expiration or termination of this
             Lease to the extent required for their full observance and
             performance.

                    12.03  Applicable Law; Severability.  This Lease shall
             be governed by and construed under the laws of California, to
             the jurisdiction of which, and of federal courts in
             California, the parties hereto submit.  If any provision
             hereof is held invalid, the remaining provisions shall remain
             in full force and effect.

                    12.04  Financial Information.  Lessee shall, and shall
             cause any Guarantor to, keep its books and records in
             accordance with generally accepted accounting principles and
             practices consistently applied and shall, and shall cause any
             Guarantor to, deliver to Lessor such financial statements and
             information as may be set forth in the Appendix or as Lessor
             may reasonably request.  Credit information relating to
             Lessee, any guarantor or general partner of Lessee may be
             disseminated among Lessor and any of its affiliates and any of
             their respective successors and assigns.

                    12.05  Notices.  All demands, notices and other
             communications hereunder shall be in writing and shall be
             deemed to have been duly given when personally delivered, or
             when deposited in the mail, first class postage prepaid, sent
             by or delivered to a telegraph office, charges prepaid, or by
             telecopier, followed by delivery of a copy thereof by mail or
             telegram as aforesaid, addressed to each party at the address
             set forth below the signature of such party on the signature
             page, or at such other address as may hereafter be furnished
             in writing by such party to the other.

                    12.06  Counterparts.  Two counterparts of this Lease
             have been executed by the parties hereto.  One counterpart has
             been prominently marked "Lessor's Copy".  One counterpart has
             been

                                  -18-




             prominently marked "Lessee's Copy".  Only the counterpart marked
             "Lessor's Copy" shall evidence a monetary obligation of Lessee.

                    12.07  Transaction Costs.   Lessee shall reimburse
             Lessor for any reasonable legal expenses of Lessor (including
             allocated time charges of internal counsel for Lessor) in
             connection with negotiating, drafting or altering this Lease
             and any related documents.

                    12.08  Effect and Modification of Lease.  This Lease
             exclusively and completely states the rights of Lessor and
             Lessee with respect to the leasing of the Units and supersedes
             all prior agreements, oral or written, with respect thereto. 
             No variation or modification of this Lease shall be valid
             unless in writing.

                      (The initials BBJ appear here)
                           (LESSEE'S INITIALS)


                              LESSEE'S COPY



                                  -19-




                    The parties hereto have executed this Lease Agreement
             as of the day and year first above written.

             BA LEASING & CAPITAL               COCA-COLA BOTTLING
             CORPORATION                        CO. CONSOLIDATED



             By: (Signature of Sonia Delen   By:(Signature of Brenda B. Jackson
                      appears here)                    appears here)
             Title: Assistant Vice President Title: Vice President & Treasurer

             By: (Signature of Gail D. Smedal P.O. Box 31487
                      appears here)           Charlotte, NC 28231-1487
             Title: Vice President

             Four Embarcadero Center                                       

             Suite 1200                                                    
             San Francisco, CA 94111                                       
             Attn:  Contract Administration                                
             Fax #: 415/765-7373                Fax #: 704-551-4451


                     LESSEE CERTIFIES, UNDER PENALTY OF PERJURY, THAT (1)
             IT INTENDS THAT MORE THAN 50% OF THE USE OF THE UNITS THAT ARE
             MOTOR VEHICLES IS TO BE IN ITS TRADE OR BUSINESS, AND (2) IT
             HAS BEEN ADVISED THAT IT WILL NOT BE TREATED AS OWNER OF SUCH
             UNITS FOR FEDERAL INCOME TAX PURPOSES.

                                  COCA-COLA BOTTLING CO. CONSOLIDATED



                                  By     Brenda B. Jackson
                                  Title  Vice President & Treasurer

                              LESSEE'S COPY

                                  -20-



                                                    Lease No. 1994-1 (940148)



                            APPENDIX TO LEASE AGREEMENT  dated as
                      of December 15,  1994 between BA LEASING  &
                      CAPITAL CORPORATION and  COCA-COLA BOTTLING
                      CO. CONSOLIDATED.

          A.    Units.

                The Units to  be leased  hereunder consist  of new  personal
          property comprising OTR  Tractors ("Type A  Units"), OTR  Trailers
          ("Type B Units"), Route Equipment ("Type C Units"), Vending Trucks
          ("Type  D   Units")  and  Forklifts  ("Type  E  Units"),  and  all
          modifications,   replacements   and   substitutions   thereof  and
          therefor; provided that  Lessor reserves the  right to  disapprove
          any equipment for leasing hereunder.  The Type A, B, C and D Units
          are sometimes referred  to in this Lease as the  "Motor Vehicles",
          and individually, a "Motor Vehicle".

          B.    Purchase Price; Conditions Precedent.

                1.    "Purchase  Price" with respect  to each  Unit means the
          amount Lessor  pays for  such  Unit.   Without the  prior  written
          consent  of Lessor,  the sum of  the Purchase  Price of  all Units
          leased  hereunder  shall  not  exceed  $12,149,500  (the  "Maximum
          Purchase  Price"),  the  Purchase  Price of  each  Unit  shall not
          exceed, in  the case  of  new equipment,  the amount  invoiced  by
          Vendor therefor  and, in  the  case of  used equipment,  the  fair
          market value for similar used equipment, and  the aggregate amount
          of installation, transportation and any similar costs with respect
          to any Unit shall not exceed 20%  of the total Purchase Price  for
          the Unit.

                In  no  event  will  any  Schedule  contain  Units  with  an
          aggregate Purchase Price of less than $5,000.

                2.    The  obligation  of Lessor  to  pay  for each  Unit  is
          subject to satisfaction of the following conditions precedent:

                      (a)   Lessee  shall  have  executed  and  delivered  to
          Lessor the Schedule therefor as required under Section 1.03 of the
          Lease;

                      (b)   Lessor shall have  received a duly  executed bill
          of sale for the Unit, if required by Section 1.04 of the Lease;

                      (c)   its   Delivery   Date   shall   be   during   the
          Utilization Period set forth below;

                      (d)   there shall  exist no  Event of  Default nor  any
          event which, with notice or lapse of time or both, would become an
          Event of Default (a "Default");

                      (e)   Lessor shall have received satisfactory  evidence
          that Lessor has been named as owner or lien holder (as required by
          Section  4.04 of the  Lease) on all vehicle  title or registration
          documents; 


                                  -1-



                      (f)   delivery  to  Lessor,  no  later  than the  first
          assignment by Lessee of a Purchase Agreement hereunder (or, in the
          case  of  a  sale  and leaseback,  the  first  Delivery Date),  at
          Lessee's  sole expense,  the  following  documents,  in  form  and
          substance satisfactory to Lessor:

                        (i)    evidence  of Lessee's authority to enter into
                 and perform  its obligations  under this  Lease and  of the
                 incumbency of  the person or persons  authorized to execute
                 and deliver this Lease and any other agreement  or document
                 required hereunder,  including specimen  signatures of such
                 persons;

                        (ii)   certificates of insurance, together with loss
                 payable  and  other endorsements  complying with,  or other
                 evidence  acceptable  to Lessor  that  Lessee  has complied
                 with, Section 7 of the Lease;

                        (iii)  UCC financing statements  executed by Lessee,
                 together, at Lessor's option,  with certificates of  filing
                 officers as to the nonexistence of any prior UCC filings;

                        (iv)   an opinion  of counsel,  substantially in the
                 form of Exhibit D; and

                        (v)    any other documents  as Lessor may reasonably
                 request.

          C.     Term.

                 The  lease term for  each Unit shall consist  of an Interim
          Term followed  immediately by a Base  Term.  The  Interim Term for
          each Unit shall commence on, and  include, the date of its receipt
          by  Lessee and  shall continue  until, but  not include,  its Base
          Date.  The  Base Term of each Unit  shall commence on, and include
          its  Base  Date and  shall  continue  for  the  number  of  months
          specified in  Attachment 1 to  this Appendix.   The Base Date  for
          each Unit shall be on the first or fifteenth  day of the month, as
          specified  by Lessor,  not more  than  three months  following the
          Scheduling  Date.   The Base Date  shall not  be earlier  than the
          later of  the Delivery  Date and  the date  the Unit is  placed in
          service by Lessor within the meaning of the Internal Revenue Code.
          However,  if Lessee  does not  deliver the  Schedule to  Lessor as
          required by  Section 1.03, Lessor may  either terminate this Lease
          as to such Unit or reschedule the Base Date to the next succeeding
          month,  in  which event  the  provisions  of this  sentence  shall
          continue to apply.


          D.     Utilization Period.

                 All Delivery Dates  for Units leased  hereunder must  occur
          between  the date of  this Lease and December  31, 1995, inclusive


                                  -2-



          which date  may be  extended by  Lessor by notice  to Lessee  (the
          "Utilization Period").

          E.     Rent.

                 1.     Base Rent.   Lessee shall  pay rent for  the use  of
          each  Unit  during  the  Base Term  ("Base  Rent")  in arrears  in
          consecutive   quarterly   installments,  with   the   first   such
          installment due three  months following the Base Date.   Each Base
          Rent installment  for each Unit  will be  an amount  equal to  the
          relevant percentage of  the Purchase Price  of the  Unit specified
          below  (the "Indicative  Base  Rent  Rate"), which  rate  will  be
          adjusted corresponding to changes in the Index Rate four  business
          days before  the Scheduling Date.   Unless the Index  Rate is more
          than .125 percentage  points different than  the Indicative  Index
          Rate  shown on  Attachment 1 to  this Appendix,  there will  be no
          adjustment in the Base Rent.  However, if the  Index Rate four 
          business days before  the Scheduling  Date is  more than .125  
          percentage points higher or lower,  an adjustment will be made to
          preserve Lessor's Economics.

                        "Scheduling  Date" of  each Unit  means the  date on
          which the item of Unit is paid for by the Lessor.

                        "Index  Rate" means  the bond-equivalent  yield  per
          annum  for U.S. Treasury  Notes specified on Attachment  1 to this
          Appendix, as  published in  the Wall Street Journal  four business
          days before the Scheduling Date.

                        "Lessor's Economics" shall mean Lessor's anticipated
          nominal    after   tax    multiple-investment-sinking-fund   yield
          incorporating the same assumptions  as were utilized by Lessor  in
          calculating the Indicative Base Rents.

                 2.     Terminal Rental  Adjustment.   If  the proceeds (net
          of applicable  taxes, sale  costs and costs of  warranty transfer)
          received  by Lessor  from the  sale of  any Unit  that is  a Motor
          Vehicle, (in the case of sale to a third party) or the fair market
          sale value determined pursuant to  Item (G) (in the case of a sale
          to  Lessee) are less  than the TRAC  amount for such  Unit, Lessee
          shall promptly pay to Lessor,  upon demand, an amount equal to the
          difference between (i) the TRAC Amount  for such Unit set forth in
          Attachment 1 to this Appendix and (ii) the  net proceeds from such
          sale actually received by or for the  account of Lessor.   If  any
          Unit  that  is  a  Motor  Vehicle  is  sold  after  the  scheduled
          expiration of this  Lease at a price exceeding the TRAC Amount for
          such  Unit, then  Lessor shall  promptly pay  to Lessee  an amount
          equal to  the amount  by  which the  net proceeds  from such  sale
          actually received by or for the account of Lessor exceeds the TRAC
          Amount for  such Unit.    Any payment  under  this Item  shall  be
          considered   a  terminal   rental  adjustment   ("Terminal  Rental
          Adjustment").  However, for Type A Units the deficiency shall  not
          exceed  10.34%  of the  Purchase  Price  thereof.   Lessee  hereby
          represents that  this  limitation on  Lessor's


                                  -3-



          recourse  will  not disqualify  this transaction  for treatment
          under the  TRAC lease provisions of the Code.

                        Lessor  and  Lessee  intend  this  Lease  to  be   a
          "qualified motor  vehicle  operating agreement"  as to  the  Units
          containing a "Terminal Rental Adjustment", all within the  meaning
          of section  7701(h),  or any  successor section,  of the  Internal
          Revenue Code.

          F.     Location; Return Condition; Casualty Values 

                 1.     Location.  The Units  shall be titled in the  states
          of  Alabama,   Florida,  Georgia,   Kentucky,  Mississippi,  North
          Carolina,  Ohio,  South  Carolina,  Tennessee,  Virginia and  West
          Virginia  and  the Schedule relating to each Unit  shall set forth
          the state in which such Unit is  to be titled.  Lessee shall  give
          Lessor  notice of any  change in the titling  location required by
          applicable law at least 10 days before such change is required.

                 2.     Return  Location and  Condition.  Any  Unit returned
          pursuant to Section 9 of the Lease shall be  returned at the place
          Lessor specifies within the state in which the Unit was originally
          delivered  or, if  the Unit  has been  moved  to another  state in
          accordance  with this Lease,  within such other state.   Upon such
          return  such  Unit  shall be  in  good  operating  condition  and,
          ordinary wear and  tear excepted, in the same condition  as on its
          Delivery Date.

                 3.     Casualty Values.   The Casualty Values  of each Unit
          shall  be the  percentages of  the Purchase  Price thereof  as set
          forth  in Attachment  1 to  this Appendix  which will  be adjusted
          consistent with any adjustment  of Base Rents as  provided herein,
          and such  adjusted Casualty  Values will  be as  set forth on  the
          Schedule relating to such Unit.

          G.     Sale Upon Expiration of Lease; Lessee Purchase Option.

                 Upon the scheduled expiration of this Lease with respect to
          all, but not less than all, of the Units, Lessee may:

                 (a)    purchase such Units for  a price equal  to the  fair
          market sale  value (as determined  herein) of such  Units on  such
          date of expiration upon 45 days prior written notice to Lessor, or
                 (b)    surrender  such  Units to  Lessor  on  such date  of
          expiration pursuant to Item F.

                 If Lessee elects to surrender such Units, Lessee shall sell
          such Units as agent for Lessor.  Lessee's authority to act as such
          agent  shall  expire  30  days  after  such  date  of  expiration,
          whereupon Lessor  shall sell  such Units  as  soon as  practicable
          thereafter, in a commercially reasonable  manner (which may be  by
          auction in the wholesale market).  While acting as Lessor's agent,
          Lessee shall not



                                  -4-



          consummate any proposed sale of a  Unit that is a Motor Vehicle  for
          a  price  (net of  applicable taxes  and  sales costs)  less than
          the TRAC  Amount without  notifying  Lessor and obtaining Lessor's
          prior written consent to such sale.

                 If Lessee  exercises the purchase option,  Lessee shall, if
          no  Event of Default exists  on the date of such  notice or on the
          closing date  of the purchase,  purchase the Units  at a  purchase
          price equal to the fair market sale value of such Units  as of the
          last day of the applicable Lease Term.  The fair market sale value
          shall  mean the open  market cash purchase price  that an informed
          and willing person (other than a  lessee-user in possession) would
          pay for the  Units in an arms-length transaction to  a willing and
          informed owner under no compulsion to sell and assuming the  Units
          are in  the condition as required  in the Lease.   The fair market
          sale value for Type C Units shall  not exceed 25% of the  Purchase
          Price for  such Units.   The fair market  sale value  of the Units
          shall be determined  no later than 30 days before  such expiration
          date by mutual consent of Lessor and  Lessee.  If they are  unable
          to agree,  the fair market  sale value shall  be determined in  an
          appraisal  mutually  agreed  to  by   two  recognized  independent
          automotive appraisers, one of which shall be chosen by Lessor  and
          one  by Lessee with each of Lessee  and Lessor paying the expenses
          of  its  appointed appraiser.    If  such  appraiser cannot  reach
          agreement on the amount of such appraisal, the determination shall
          be  made  by an  appraisal  arrived  at  by  a  third  independent
          appraiser chosen by mutual consent of such two appraisers.  Lessee
          and  Lessor  shall  share  equally  the  expenses  of  such  third
          appraisal.   Upon receipt  of  the purchase  price and  all  other
          amounts  due under  the Lease,  Lessor shall  transfer  to Lessee,
          without  recourse or warranty other than  a warranty of retransfer
          of  all interest  received by  Lessor from  Lessee subject  to any
          liens not created by Lessor,  on an AS-IS, WHERE-IS basis,  all of
          Lessor's right, title  and interest, if any, in such  Units within
          10 days of payment.

                 Whether  or not  Lessee purchases  or surrenders  the Motor
          Vehicle  Units, Lessee  shall pay  Lessor,  as rent,  any Terminal
          Rental Adjustments.


          H.     Late Charges.

                 Lessee shall pay  Lessor interest  on late payments at  the
          rate of 2% in excess  of the Reference Rate, computed daily on the
          basis of a 360-day year and  actual days elapsed, which results in
          more interest than if a 365-day year is used.

                 "Reference Rate" is the rate of interest publicly announced
          from time to time  by Bank of  America National Trust and  Savings
          Association in San Francisco, California ("Bank") as its Reference
          Rate.    The  Reference  Rate is  set  based  on various  factors,
          including  Bank's  costs  and  desired  return,  general  economic
          conditions and

                                  -5-



          other factors, and is used as a reference point for pricing some
          loans.  Loans may  be priced at, above  or below the Reference Rate.

          I.     Nonutilization Fee.

                 If  upon the  expiration  of  the  Utilization  Period  the
          Purchase  Price  of  all  Units  leased  hereunder  is  less  than
          $7,000,000, then Lessee  shall pay to Lessor 1% of  the difference
          between the Purchase Price and $11,045,000.  Such amount shall  be
          due and payable when billed by Lessor.




                                  -6-











                                EXHIBIT 10.2



















                                                            Lease No. 940148


        LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 001 - REVISED

     Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING
CO. CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as
in the Lease). The Lease is incorporated herein by reference.

     1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units (i)
have been fully inspected by qualified agents of Lessee and are in good order,
operating condition and repair, (ii) have been properly installed (subject
only to any minor undischarged obligations of suppliers, manufacturers or
installers thereof to promptly update and conform the same as provided by
their respective agreements and warranties), (iii) meet all recommended or
applicable safety standards, (iv) are, as of the Delivery Date set forth
below, available for use and service by Lessee and Lessor, and (v) have
been marked or labeled showing Lessor's interest in the form and to the
extent required by the Lease and (C) Lessee must pay the rent and all other
sums provided for in the Lease with respect to such Units.

     2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
January 10, 1995. The Scheduling Date of the Units is January 10, 1995.

     3. TERM. The Term of the Lease with respect to the Units is comprised
of an Interim Term that begins on the Delivery Date and continues until
April 1, 1995 (the "Base Date") and a Base Term that begins on the Base
Date and continues until April 1, 2003.

     4. RENT. The total rents for the Units is $2,510,820.56, comprised of
Base Rent payable in 32 consecutive quarterly installments, with the first
such installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

     5. CASUALTY VALUES. The Casualty Values for the Units are set forth
in Annex B hereto.

     6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.


     IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.


Lessor:                                   Lessee:
BA LEASING & CAPITAL CORPORATION          COCA-COLA BOTTLING CO. CONSOLIDATED


By: (Signature of Sonia Delen             By: (Signature of Steven D. Westphal
        appears here)                                 appears here)
Title: Assistant Vice President           Title: Vice President & Controller

By: (Signature of Gail D. Smedal          LESSEE'S COPY
        appears here)
Title: Vice President














                                EXHIBIT 10.3



















                                                            Lease No. 940148


        LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 002 - REVISED

     Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING
CO. CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as
in the Lease). The Lease is incorporated herein by reference.

     1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units (i)
have been fully inspected by qualified agents of Lessee and are in good order,
operating condition and repair, (ii) have been properly installed (subject
only to any minor undischarged obligations of suppliers, manufacturers or
installers thereof to promptly update and conform the same as provided by
their respective agreements and warranties), (iii) meet all recommended or
applicable safety standards, (iv) are, as of the Delivery Date set forth
below, available for use and service by Lessee and Lessor, and (v) have
been marked or labeled showing Lessor's interest in the form and to the
extent required by the Lease and (C) Lessee must pay the rent and all other
sums provided for in the Lease with respect to such Units.

     2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
January 18, 1995. The Scheduling Date of the Units is January 18, 1995.

     3. TERM. The Term of the Lease with respect to the Units is comprised
of an Interim Term that begins on the Delivery Date and continues until
April 15, 1995 (the "Base Date") and a Base Term that begins on the Base
Date and continues until April 15, 2003.

     4. RENT. The total rents for the Units is $666,448.80, comprised of
Base Rent payable in 32 consecutive quarterly installments, with the first
such installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

     5. CASUALTY VALUES. The Casualty Values for the Units are set forth
in Annex B hereto.

     6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.


     IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.


Lessor:                                   Lessee:
BA LEASING & CAPITAL CORPORATION          COCA-COLA BOTTLING CO. CONSOLIDATED


By: (Signature of Sonia Delen             By: (Signature of Steven D. Westphal
        appears here)                                 appears here)
Title: Assistant Vice President           Title: Vice President & Controller

By: (Signature of Gail D. Smedal          LESSEE'S COPY
        appears here)
Title: Vice President














                                EXHIBIT 10.4



















                                                            Lease No. 940148


           LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 003

     Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING
CO. CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as
in the Lease). The Lease is incorporated herein by reference.

     1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units (i)
have been fully inspected by qualified agents of Lessee and are in good order,
operating condition and repair, (ii) have been properly installed (subject
only to any minor undischarged obligations of suppliers, manufacturers or
installers thereof to promptly update and conform the same as provided by
their respective agreements and warranties), (iii) meet all recommended or
applicable safety standards, (iv) are, as of the Delivery Date set forth
below, available for use and service by Lessee and Lessor, and (v) have
been marked or labeled showing Lessor's interest in the form and to the
extent required by the Lease and (C) Lessee must pay the rent and all other
sums provided for in the Lease with respect to such Units.

     2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
January 31, 1995. The Scheduling Date of the Units is January 31, 1995.

     3. TERM. The Term of the Lease with respect to the Units is comprised
of an Interim Term that begins on the Delivery Date and continues until
April 15, 1995 (the "Base Date") and a Base Term that begins on the Base
Date and continues until April 15, 2003.

     4. RENT. The total rents for the Units is $675,581.28, comprised of
Base Rent payable in 32 consecutive quarterly installments, with the first
such installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

     5. CASUALTY VALUES. The Casualty Values for the Units are set forth
in Annex B hereto.

     6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.


     IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.


Lessor:                                   Lessee:
BA LEASING & CAPITAL CORPORATION          COCA-COLA BOTTLING CO. CONSOLIDATED


By: (Signature of Sonia Delen             By: (Signature of Steven D. Westphal
        appears here)                                 appears here)
Title: Assistant Vice President           Title: Vice President & Controller

By: (Signature of Gail D. Smedal          LESSEE'S COPY
        appears here)
Title: Vice President














                                EXHIBIT 10.5



















                                                            Lease No. 940148


           LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 004

     Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING
CO. CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as
in the Lease). The Lease is incorporated herein by reference.

     1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units (i)
have been fully inspected by qualified agents of Lessee and are in good order,
operating condition and repair, (ii) have been properly installed (subject
only to any minor undischarged obligations of suppliers, manufacturers or
installers thereof to promptly update and conform the same as provided by
their respective agreements and warranties), (iii) meet all recommended or
applicable safety standards, (iv) are, as of the Delivery Date set forth
below, available for use and service by Lessee and Lessor, and (v) have
been marked or labeled showing Lessor's interest in the form and to the
extent required by the Lease and (C) Lessee must pay the rent and all other
sums provided for in the Lease with respect to such Units.

     2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
February 8, 1995. The Scheduling Date of the Units is February 8, 1995.

     3. TERM. The Term of the Lease with respect to the Units is comprised
of an Interim Term that begins on the Delivery Date and continues until
May 1, 1995 (the "Base Date") and a Base Term that begins on the Base Date
and continues until May 1, 2003.

     4. RENT. The total rents for the Units is $193,475.44, comprised of
Base Rent payable in 32 consecutive quarterly installments, with the first
such installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

     5. CASUALTY VALUES. The Casualty Values for the Units are set forth
in Annex B hereto.

     6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.


     IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.


Lessor:                                   Lessee:
BA LEASING & CAPITAL CORPORATION          COCA-COLA BOTTLING CO. CONSOLIDATED


By: (Signature of Sonia Delen             By: (Signature of Steven D. Westphal
        appears here)                                 appears here)
Title: Assistant Vice President           Title: Vice President

By: (Signature of Gail D. Smedal          LESSEE'S COPY
        appears here)
Title: Vice President














                                EXHIBIT 10.6



















                                                            Lease No. 940148


        LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 005 - REVISED

     Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING
CO. CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as
in the Lease). The Lease is incorporated herein by reference.

     1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units (i)
have been fully inspected by qualified agents of Lessee and are in good order,
operating condition and repair, (ii) have been properly installed (subject
only to any minor undischarged obligations of suppliers, manufacturers or
installers thereof to promptly update and conform the same as provided by
their respective agreements and warranties), (iii) meet all recommended or
applicable safety standards, (iv) are, as of the Delivery Date set forth
below, available for use and service by Lessee and Lessor, and (v) have
been marked or labeled showing Lessor's interest in the form and to the
extent required by the Lease and (C) Lessee must pay the rent and all other
sums provided for in the Lease with respect to such Units.

     2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
February 8, 1995. The Scheduling Date of the Units is February 8, 1995.

     3. TERM. The Term of the Lease with respect to the Units is comprised
of an Interim Term that begins on the Delivery Date and continues until
May 1, 1995 (the "Base Date") and a Base Term that begins on the Base Date
and continues until May 1, 2003.

     4. RENT. The total rents for the Units is $452,814.24, comprised of
Base Rent payable in 32 consecutive quarterly installments, with the first
such installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

     5. CASUALTY VALUES. The Casualty Values for the Units are set forth
in Annex B hereto.

     6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.


     IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.


Lessor:                                   Lessee:
BA LEASING & CAPITAL CORPORATION          COCA-COLA BOTTLING CO. CONSOLIDATED


By:                                       By: (Signature of Brenda B. Jackson
                                                        appears here)
Title:                                    Title: Vice President & Treasurer

By:                                       LESSOR'S COPY
Title:














                                EXHIBIT 10.7



















                                                            Lease No. 940148


        LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO. 006 - REVISED

     Reference is made to the Lease Agreement dated as of December 15, 1994
between BA LEASING & CAPITAL CORPORATION, as Lessor, and COCA-COLA BOTTLING
CO. CONSOLIDATED, as Lessee (together with the Appendix thereto, the "Lease";
capitalized terms not otherwise defined herein having the same meanings as
in the Lease). The Lease is incorporated herein by reference.

     1. ACCEPTANCE; CONFIRMATIONS. Lessee confirms that (A) the equipment
described in Annex A to this Lease Schedule (the "Units") has been delivered
to, is in the possession of and is accepted by Lessee for leasing under, and
constitutes "Units" subject to and governed by, the Lease, (B) the Units (i)
have been fully inspected by qualified agents of Lessee and are in good order,
operating condition and repair, (ii) have been properly installed (subject
only to any minor undischarged obligations of suppliers, manufacturers or
installers thereof to promptly update and conform the same as provided by
their respective agreements and warranties), (iii) meet all recommended or
applicable safety standards, (iv) are, as of the Delivery Date set forth
below, available for use and service by Lessee and Lessor, and (v) have
been marked or labeled showing Lessor's interest in the form and to the
extent required by the Lease and (C) Lessee must pay the rent and all other
sums provided for in the Lease with respect to such Units.

     2. DELIVERY DATE; SCHEDULING DATE. The Delivery Date of the Units is
February 27, 1995. The Scheduling Date of the Units is February 27, 1995.

     3. TERM. The Term of the Lease with respect to the Units is comprised
of an Interim Term that begins on the Delivery Date and continues until
April 15, 1995 (the "Base Date") and a Base Term that begins on the Base
Date and continues until April 15, 2003.

     4. RENT. The total rents for the Units is $580,399.53, comprised of
Base Rent payable in 32 consecutive quarterly installments, with the first
such installment due three months following the Base Date. The Base Rent
installments are set forth in Annex B hereto.

     5. CASUALTY VALUES. The Casualty Values for the Units are set forth
in Annex B hereto.

     6. CHATTEL PAPER COUNTERPARTS. Two counterparts of this Lease Schedule
and Acceptance Certificate have been executed by the parties hereto. One
counterpart has been prominently marked "Lessor's Copy". One counterpart
has been prominently marked "Lessee's Copy". Only the counterpart marked
"Lessor's Copy" shall evidence a monetary obligation of Lessee.


     IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease Schedule
and Acceptance Certificate as of the Delivery Date set forth above.


Lessor:                                   Lessee:
BA LEASING & CAPITAL CORPORATION          COCA-COLA BOTTLING CO. CONSOLIDATED


By:                                       By: (Signature of Brenda B. Jackson
                                                      appears here)
Title:                                    Title: Vice President & Treasurer

By:                                       LESSOR'S COPY
Title:









                                 EXHIBIT 10.8













                                                           [EXECUTION COPY]



               FIRST AMENDMENT TO CREDIT AGREEMENT, LINE OF CREDIT NOTE
          AND MORTGAGE, AND REAFFIRMATION OF TERM NOTE, SECURITY AGREEMENT,
                 GUARANTY AGREEMENT AND ADDENDUM TO GUARANTY AGREEMENT     
           

               THIS FIRST AMENDMENT TO CREDIT AGREEMENT, LINE OF CREDIT
          NOTE AND MORTGAGE, AND REAFFIRMATION OF TERM NOTE, SECURITY
          AGREEMENT, GUARANTY AGREEMENT AND ADDENDUM TO GUARANTY AGREEMENT
          (the "Amendment"), made as of March 31, 1995, by and among SOUTH
          ATLANTIC CANNERS, INC. (together with its successors and assigns,
          the "Borrower"), COCA-COLA BOTTLING CO. CONSOLIDATED (together
          with its successors and assigns,"Consolidated") and WACHOVIA BANK
          OF NORTH CAROLINA, N.A. (together with endorsees, successors and
          assigns, the "Bank"). 

                                      BACKGROUND

          The Bank agreed to make a line of credit loan to the Borrower in
          the maximum principal amount of $5,000,000 as evidenced by that
          certain Line of Credit Note dated July 22, 1994 (the "1994 Line
          of Credit Note") and to make a term loan to the Borrower (in one
          or more advances) in the principal amount of $15,000,000 as
          evidenced by that certain Term Note dated July 22, 1994, both
          loans being made on the terms and subject to the conditions set
          forth in that certain Credit Agreement dated as of July 22, 1994
          (the "1994 Agreement"). 

               In order to induce the Bank to make the Loans, the Borrower,
          contemporaneously with the execution and delivery of the 1994
          Agreement, executed and delivered the other Loan Documents.

               Consolidated manages the day-to-day operations of the
          Borrower as more fully set forth in the Management Agreement. 
          The Bank agreed to make the Loans, and agrees to the
          modifications contained herein, including without limitation the
          extension of additional credit to the Borrower, in reliance on
          the continuation of the Management Agreement. 

               The Bank and the Borrower have agreed to modify the terms
          and conditions of the Line of Credit Loan, and to extend
          additional credit to the Borrower under the Line of Credit Loan
          on the terms and subject to the conditions set forth below.

               Consolidated has agreed to affirm its existing Unconditional
          Guarantee and to execute and deliver to the Bank the Line of
          Credit Guarantee, on the terms and conditions set forth therein.

               NOW, THEREFORE, in consideration of the premises and other
          good and valuable consideration, including the covenants, terms
          and conditions hereinafter appearing, and to induce the Bank to
          extend





          additional credit, the parties hereby covenant and agree
          as follows:

               Section 1.  Definitions.  All defined terms used and not
          defined herein are used as defined in the 1994 Agreement and the
          1994 Mortgage (as defined below).  As used herein and in the 1994
          Agreement, the following terms shall have the meanings specified
          herein (to be equally applicable to both the singular and plural
          forms of the terms defined), and the  definitions of any of the
          following terms which appear in the 1994 Agreement are hereby
          deleted in their entirety:

                    "Agreement" shall mean the 1994 Agreement, as amended
          by this Amendment and as subsequently amended, modified or 
          supplemented from time to time in accordance with its terms.

                    "Commitment" shall mean the commitment to lend set
          forth in Section 2.01 of the Agreement, as amended by this
          Amendment.

                    "Line of Credit Guarantee" shall mean the Guarantee
          Agreement and Addendum to Guarantee by Consolidated of even date
          herewith, guaranteeing the additional portion of the Line of
          Credit Loan, as subsequently amended, modified or supplemented
          from time to time in accordance with its terms.

                    "Line of Credit Note" shall mean the 1994 Line of
          Credit Note as amended by this Amendment and as subsequently
          amended, modified or supplemented from time to time in accordance
          with its terms.

                    "Loan Documents" means the Agreement, as amended by
          this Amendment, the Notes, the Security Agreement, the Mortgage,
          the Unconditional Guarantee, the Line of Credit Guarantee, and
          any other document evidencing or securing the Loans, and all
          other instruments, certificates, financing statements or other
          documents executed or delivered in connection with the
          transactions contemplated hereby or thereby. 

                    "Modification of Mortgage" shall mean the Modification
          of Mortgage dated March 31, 1995 executed by the Borrower in
          favor of the Bank.

                    "Mortgage" shall mean the 1994 Mortgage as amended by
          this Amendment and as subsequently amended, modified,
          supplemented, renewed or extended from time to time in accordance
          with its terms.

                    "1994 Agreement" shall have the meaning set forth in
          the recitals hereto.

                    "1994 Line of Credit Note" shall have the meaning set
          forth in the recitals hereto.


                                      2






                    "1994 Mortgage" shall mean the Corporate Mortgage of
          Real Property executed by the Borrower in favor of the Bank dated
          July 21, 1994, as recorded in Lee County, South Carolina on
          July 22, 1994 at Book 168, Page 214.

                    "Term Loan" shall have the meaning set forth in
          Section 3 of this Amendment.

               Section 2.  Line of Credit Loan.  Subject to the terms and
          conditions contained herein and in the 1994 Agreement, through
          the Termination Date, the Bank will make Advances to the Borrower
          under the Line of Credit Loan of up to TEN MILLION DOLLARS
          ($10,000,000) (as such figure may be reduced from time to time as
          provided in the Agreement, the "Commitment").  In all other
          respects, the terms of Section 2.01 of the 1994 Agreement shall
          remain in full force and effect.

               Section 3.  Term Loan.  Subject to the terms and conditions
          contained herein and in the 1994 Agreement, Section 2.02 of the
          1994 Agreement is hereby amended as follows:

               (a) Section 2.02(a) of the 1994 Agreement is deleted in its
          entirety and the following provision is substituted therefor:

                    (a) Subject to the terms and conditions
                    hereinafter set forth, on and after the Closing
                    Date through and including December 30, 1994, at
                    the Borrower's request the Bank agreed to lend to
                    the Borrower, in one or more advances, the sum of
                    FIFTEEN MILLION DOLLARS ($15,000,000) (the "Term
                    Loan"). Due to the principal repayment of $375,000
                    made pursuant to Section 2.02(c) of this Agreement
                    on December 30, 1994, availability under the Term
                    Loan has been permanently reduced to $14,625,000. 
                    From   December 30, 1994 through and including
                    March 31, 1995, at the Borrower's request, the
                    Bank agrees to lend to the Borrower, in one or
                    more advances (each, an "Advance"), and the
                    Borrower agrees to borrow from the Bank, the sum
                    of FOURTEEN MILLION SIX HUNDRED TWENTY-FIVE
                    THOUSAND DOLLARS ($14,625,000); provided, that the
                    Borrower is obligated to take Advances under the
                    Term Loan aggregating $14,625,000 in principal on
                    or before March 31, 1995; and provided, further,
                    that each Advance under the Term Loan shall be in
                    the minimum principal amount of $500,000, that no
                    more than four (4) Advances shall be made by the
                    Bank between December 30, 1994 and March 31, 1995,
                    and that the Advances made on or before March 31,
                    1995 must total $14,625,000 in principal.  The
                    Term Loan shall be a Euro-Dollar Loan. 


                                          3


               (b)  Section 2.02(d)(iii) of the 1994 Agreement is amended
          by deleting the date "November 30, 1994" in the first line
          thereof and substituting the date "March 31, 1995." 

               (c)  In all other respects, the terms of Section 2.02 of the
          1994 Agreement shall remain in full force and effect.

               Section 4.  Fees.  Subject to the terms and conditions
          contained herein and in the 1994 Agreement, Section 2.08 of the
          1994 Agreement is amended as follows:

               (a)  Section 2.08(b) is deleted in its entirety and the
          following provision is substituted therefor:  

                    (b) From and after the date hereof to and
                    including March 31, 1995, the Borrower shall pay
                    to the Bank a commitment fee at the rate of one-
                    eighth (1/8) of one percent (0.125%) per annum on
                    the average daily balance of the undrawn portion
                    of the Term Loan principal.  The Bank shall
                    calculate the amount of such fee on or after
                    November 30, 1994 and again on or after March 31,
                    1995.  In each case, such fee shall be due and
                    payable by the Borrower within five (5) Domestic
                    Business Days after receipt of a written invoice
                    from the Bank setting forth the amount of such
                    fee.

               (b)  In all other respects, the terms of Section 2.08 of the
          1994 Agreement shall remain in full force and effect.

               Section 5.  Information for Stub Accounting Period. 
          (a) Subject to the terms and conditions contained herein and in
          the 1994 Agreement, Section 6.01 of the 1994 Agreement is amended
          by deleting the parenthetical, "including without limitation for
          any stub accounting period running from August 31, 1994 through
          the fiscal year end of Consolidated)" in the second through
          fourth lines thereof, and substituting the following
          parenthetical therefor:

                    (except the short Fiscal Year of the Borrower
                    ended January 1, 1995)

               (b)  Section 6.01 of the 1994 Agreement is amended by adding
          the following subsection (h) thereto:

                    (h) as soon as available and in any event
                    within 90 days after the end thereof, (i) a
                    balance sheet of the Borrower and its
                    Consolidated Subsidiaries as of the end of
                    the stub accounting period running from
                    August 31, 1994 through January 1, 1995 and
                    the related statement of income and statement
                    of cash

                                          4



                    flows for such period and for the portion of the 
                    Fiscal Year ended at the end of such stub accounting
                    period, all certified (subject to normal year-end
                    adjustments) as to fairness of presentation and
                    consistency with past practice of the Borrower's
                    auditors by the chief financial officer or the
                    treasurer of Consolidated, and (ii) simultaneously
                    with the delivery of information set forth in
                    clause (i) above, a certificate of the chief
                    financial officer or the treasurer of Consolidated
                    stating whether any Default exists on the date of
                    such certificate, and if any Default then exists,
                    setting forth the details thereof and the action
                    which the Borrower is taking or proposes to take
                    with respect thereto. 

               (c) In all other respects, the terms of Section 6.01 of the
          1994 Agreement shall remain in full force and effect.

               Section 6.  Operating Leases.  Subject to the terms and
          conditions contained herein and in the 1994 Agreement, Section
          6.03 of the 1994 Agreement is amended by deleting the dollar
          amount "$800,000" in the fourth line thereof and substituting
          therefor the dollar amount "$600,000."

               Section 7.  Conditions to Actions Set Forth Herein.  (a) It
          is a condition precedent that prior to the extension of
          additional credit to the Borrower as contemplated hereby, and
          prior to the effectiveness of the amendments contained herein,
          the Borrower shall have furnished to the Bank, in form and
          substance satisfactory to the Bank, the following:

                    (i)  Four executed counterparts of this Amendment;

                    (ii)  The executed Modification of Mortgage;

                    (iii) Four executed counterparts of the Line of Credit
                    Guarantee;

                    (iv)  Officer's Certificate of the Borrower;

                    (v)  Certificates of the existence and good standing of
                    the Borrower and Consolidated issued by the Secretaries
                    of State of the jurisdiction of organization and each
                    jurisdiction where each is required to qualify to do
                    business as a foreign corporation, each dated within
                    ten (10) days prior to the date hereof;
                    (vi) A certificate of the President or Secretary of the
                    Borrower certifying:  (i) that attached thereto is a
                    true


                                          5


                    and complete copy of the Bylaws of the Borrower as
                    in effect on the date hereof; and (ii) that attached
                    thereto is a true and complete copy of resolutions
                    adopted by the Board of Directors of the Borrower
                    approving the execution, delivery and performance of
                    this Amendment and the Modification of Mortgage on
                    behalf of the Borrower, and the transactions contem-
                    plated herein and therein, and authorizing duly
                    appointed representatives of Consolidated to execute
                    this Amendment and the Modification of Mortgage on the
                    Borrower's behalf, and that those resolutions remain in
                    full force and effect.  The Bank may rely on such
                    certificate as to authorized persons until it receives
                    another certificate of the Borrower canceling or amend-
                    ing the prior certificate;

                    (vii)  Copies of tax, lien and judgment search reports
                    satisfactory to the Bank, in such jurisdictions as the
                    Bank may determine, covering the Realty and all
                    personal property of the Borrower;

                    (viii)  A certificate of a vice president and assistant
                    secretary of Consolidated certifying:  (i) that
                    attached thereto is a true and complete copy of
                    resolutions adopted by the Board of Directors of
                    Consolidated approving the execution, delivery and
                    performance of this Amendment and the Line of Credit
                    Guarantee, and that those resolutions remain in full
                    force and effect; (ii) the names and signatures of
                    those persons authorized on behalf of Consolidated to
                    execute this Amendment and the Modification of Mortgage
                    on behalf of the Borrower and the other documents and
                    certificates to be delivered pursuant thereto and to
                    sign the Line of Credit Guarantee on behalf of
                    Consolidated; (iii) that all of the representations and
                    warranties contained in Article V  of the 1994
                    Agreement and contained in this Amendment and in the
                    Line of Credit Guarantee are true and correct in all
                    respects as of the date hereof; and (iv) that no event
                    has occurred and is continuing, or would result from
                    the consummation of the transactions contemplated
                    hereby and by the other documents delivered in
                    connection herewith, which constitutes or would
                    constitute a Default or an Event of Default.  The Bank
                    may rely on such certificate as to authorized persons
                    until it receives another certificate of the Borrower
                    canceling or amending the prior certificate;

                    (ix)  An opinion of counsel for the Borrower and
                    Consolidated dated the date hereof in form and
                    substance acceptable to the Bank as to the matters set
                    forth on ADDENDUM I hereto; 


                                          6



                    (x)  Executed waivers and consents from each of the
                    members of the Borrower with respect to the Security
                    Agreement dated _______________ among the Borrower and
                    its members; 

                    (xi) Four executed originals of the Reaffirmation
                    Agreement of American National Can Company, Inc.; and

                    (xii) Such other documentation as the Bank may request.

               (b) It is also a condition precedent that prior to the
          extension of additional credit to the Borrower as contemplated
          hereby, and prior to the effectiveness of the amendments
          contained herein, the following additional conditions shall be
          satisfied:

                    (i)  No Default or Event of Default shall exist as of
                    the date of such funding;

                    (ii) The Borrower shall have performed and complied
                    with all agreements and conditions contained herein, in
                    the 1994 Agreement and in each of the other Loan
                    Documents which are required to be performed or
                    complied with by the Borrower;

                    (iii)  As of the date of such funding, no event shall
                    have occurred that could reasonably be expected to
                    cause a Material Adverse Effect;

                    (iv)  The representations and warranties contained
                    herein and in Article V of the 1994 Agreement and in
                    each of the other Loan Documents shall be true and
                    correct in all respects as of the date of such funding;

                    (v)  The following documents shall have been recorded
                    in all appropriate jurisdictions and the Bank shall
                    have received acknowledgment copies thereof, or in lieu
                    thereof other evidence reasonably satisfactory to the
                    Bank that such recordations have been made:

                         (A) Memorandum of Lease between the Borrower and
                         the Town of Bishopville; and

                    (vi)  Such other action shall have been taken as the
                    Bank may reasonably request. 

               (c)  It is a condition subsequent to the transactions
          contemplated hereby that within thirty (30) days after the
          closing of such transactions, the Borrower shall have recorded
          the following in all appropriate jurisdictions and the Bank shall
          have received acknowledgment copies thereof, in form satisfactory
          to the Bank:  


                                          7


                         (i) Easement in favor of the Borrower from the
                         Town of Bishopville with respect to encroachments
                         of sewers;

                         (ii) Easement in favor of the Borrower from the
                         Town of Bishopville with respect to an
                         encroachment of a sanitary sewer; and 

                         (iii) UCC termination statements executed by
                         NationsBank (formerly Citizens and Southern
                         National Bank).

               (d)  It is a condition subsequent to the transactions
          contemplated hereby that within sixty (60) days after the closing
          of such transactions, the Borrower shall have furnished to the
          Bank, in form and substance satisfactory to the Bank, the
          following:

                         (i) Additional corporate resolutions of the
                         Borrower authorizing the transactions contemplated
                         hereby;

                         (ii) Substitute opinion of McDermott, Will &
                         Emery, counsel to the Borrower, dated the date
                         hereof, as to matters set forth on Addendum I
                         hereto; and

                         (iii) Consents and estoppels in favor of the Bank
                         from the following equipment lessors:

                              (A)  Illinois Tool Works Inc.; and

                              (b)  Riverwood International USA, Inc.

               Section 8.  Additional Representations, Warranties and
          Covenant.  In order to induce the Bank to enter into this
          Amendment, the Borrower reaffirms the representations and
          warranties contained in the 1994 Agreement as of the date hereof
          (subject only to the changes set forth in the Schedules attached
          to this Amendment), and makes the additional representations and
          warranties set forth below:

               (a) Each of the Borrower and Consolidated is duly organized,
          validly existing and in good standing under the laws of the state
          of its incorporation and is duly qualified to transact business
          in every jurisdiction where, by the nature of its business, such
          qualification is necessary.

               (b) Each of the Borrower and Consolidated has all corporate
          powers and all material governmental licenses, authorizations,
          consents and approvals required to carry on its business as now
          conducted.

                                          8


               (c) Each of the Borrower and Consolidated has full power and
          authority to enter into this Amendment, and Consolidated has full
          power and authority to enter into the Line of Credit Guarantee,
          all such action having been duly authorized by all proper and
          necessary corporate action.

               (d) Neither the execution of this Amendment or the Line of
          Credit Guarantee, nor the fulfillment of or compliance with their
          respective provisions and terms, will (A) conflict with, or
          result in a breach of the terms, conditions or provisions of, or
          constitute a violation of or default under, or require any
          approval under, any applicable law, regulation, judgment, writ,
          order or decree binding on the Borrower or Consolidated, or the
          certificate of incorporation, bylaws or other organizational
          documents of the Borrower or Consolidated, or any agreement or
          instrument to which the Borrower or Consolidated is now a party
          or by which either of them or any of their respective properties
          are bound or affected, or (B) create any lien, charge or
          encumbrance upon any of the property or assets of the Borrower or
          Consolidated pursuant to the terms of any agreement or instrument
          to which the Borrower or Consolidated is a party or by which
          either of them or any of their respective properties are bound
          except as contemplated hereby.

               (e) This Amendment and the Line of Credit Guarantee have
          each been duly executed and delivered by each of the Borrower and
          Consolidated, as the case may be, and each is the legal, valid
          and binding obligation of each of the Borrower and Consolidated,
          as the case may be, enforceable against each of them in
          accordance with its terms.

               (f) The Collateral is not subject to any liens or
          encumbrances as of the date hereof except the lien of the Bank
          and except as otherwise referred to on Schedule 1.01 of the
          Agreement (as amended by Schedule 1.01 attached to this
          Amendment).

               (g) There is no action, suit or proceeding pending or
          threatened against or affecting the Borrower or Consolidated
          before any court or arbitrator or any governmental authority
          which could materially adversely affect the business,
          consolidated financial position or consolidated results of
          operations of the Borrower and Consolidated, or which in any
          manner draws into question the validity of, or could materially
          impair the ability of the Borrower to perform its obligations
          under the Agreement or the ability of Consolidated to perform its
          obligations under the Unconditional Guarantee or the Line of
          Credit Guarantee.

               (h) Except as otherwise disclosed on Schedule 1.01 to the
          1994 Agreement (as amended by Schedule 1.01 attached to this
          Amendment), the Bank continues to hold a valid first priority
          lien on all of the Collateral, including without limitation the
          Realty, free and clear of all defects and encumbrances (except
          Permitted


                                          9


          Encumbrances and those exceptions to title listed in
          the title policy delivered to the Bank on the Closing Date).

               (i) The audited consolidated financial statements of
          Consolidated for the fiscal year ended January 1, 1995, and the
          unaudited financial statements of the Borrower for the four
          months ended January 1, 1995, copies of which have been furnished
          to the Bank, are correct and complete and present fairly the
          financial condition and results of operations of the Borrower and
          Consolidated as of the dates and for the periods referred to
          therein.  Neither the Borrower nor Consolidated has any material
          direct or contingent liabilities as of the date of this Amendment
          which are not provided for or reflected in such financial
          statements or referred to in notes thereto, except for
          (a) liabilities contemplated by this Amendment, (b) borrowings
          under the Loan Documents since January 1, 1995 and
          (c) liabilities incurred in the ordinary course of business since
          January 1, 1995.  The financial statements of the Borrower have
          been prepared on a basis consistent with the most recent audited
          consolidated financial statements of the Borrower previously
          delivered to the Bank.  There has been no material adverse change
          in the business, properties or condition, financial or otherwise,
          of the Borrower or Consolidated since July 22, 1994.

               (j) Neither this Amendment nor the Line of Credit Guarantee
          nor any reports, schedules, certificates, agreements or
          instruments heretofore delivered to the Bank by the Borrower or
          Consolidated or delivered simultaneously with the execution of
          this Amendment contain any misrepresentation or untrue statement
          of a material fact or omit to state any material fact necessary
          to make this Amendment, the Line of Credit Guarantee or any such
          reports, schedules, certificates, agreements or instruments not
          misleading.

               (k) The Borrower is Solvent, and after consummation of this
          Amendment and the transactions contemplated hereby and giving
          effect to all Debt incurred by the Borrower, will be Solvent.

               (l) All representations and warranties by the Borrower and
          Consolidated made herein and in the 1994 Agreement and the other
          Loan Documents shall survive the delivery of this Amendment and
          the further extension of credit by the Bank, and any
          investigation at any time made by or on behalf of the Bank shall
          not diminish the Bank's rights to rely thereon.

               (m) The Borrower shall notify the Bank as to any equipment
          leases entered into after the date hereof and shall provide
          copies of the same to the Bank.  At the request of the Bank, the
          Borrower shall within sixty (60) days of any such request obtain
          a consent and estoppel in favor of the Bank from the lessee under
          any such equipment lease, in form and substance satisfactory to
          the Bank.  


                                          10


               Section 9.  Line of Credit Note.  The principal amount of
          the 1994 Line of Credit Note is hereby amended to be stated as,
          "$10,000,000."  The 1994 Line of Credit Note continues to be the
          valid and binding obligation of the Borrower, is in full force
          and effect and remains secured by the lien of the Bank pursuant
          to the Mortgage and the Security Agreement.  This is an amendment
          and reaffirmation of the 1994 Line of Credit Note and is not a
          novation thereof.  This Amendment and the 1994 Line of Credit
          Note together constitute the Line of Credit Note, and are one and
          the same instrument.

               Section 10.  Term Note.   The Term Note continues to be the
          valid and binding obligation of the Borrower, is in full force
          and effect, remains secured by the lien of the Bank pursuant to
          the Mortgage and the Security Agreement, and remains secured by
          the Unconditional Guarantee.  This is a reaffirmation of the Term
          Note and is not a novation thereof.  

               Section 11.  Security Agreement.  The security interest and
          lien of the Bank granted pursuant to the Security Agreement
          continues to secure in full the payment and performance of the
          Obligations, including without limitation the full amount of
          advances outstanding at any time under the Line of Credit Loan
          and the Line of Credit Note, and subject to the foregoing, the
          Security Agreement is hereby reaffirmed in all respects. 

               Section 12.  Unconditional Guaranty.  Consolidated hereby
          reaffirms in all respects the Unconditional Guaranty of all
          Obligations arising under the Term Note, on the terms and
          conditions set forth in the Unconditional Guaranty. 

               Section 13.  Mortgage.  The 1994 Mortgage is hereby amended
          by deleting the recital on the first page thereof in its entirety
          and substituting the following:

                         WHEREAS, Borrower is indebted to Lender
                    in the principal sum of not more than Twenty-
                    Five Million Dollars ($25,000,000), which
                    indebtedness is evidenced by that certain
                    Line of Credit Note dated July 22, 1994 as
                    amended by that certain First Amendment to
                    Credit Agreement, Line of Credit Note and
                    Mortgage and Reaffirmation of Term Note,
                    Security Agreement, Guarantee Agreement and
                    Addendum to Guarantee dated March 31, 1995
                    made by Borrower to the order of Lender in
                    the amount of $10,000,000; that certain Term
                    Note dated July 22, 1994 made by Borrower to
                    the order of Lender in the amount of
                    $15,000,000; and all other obligations of
                    Borrower arising in connection with that
                    certain Credit Agreement dated July 22, 1994
                    between Borrower and


                                          11


                    Lender, as amended by that certain First Amendment
                    to Credit Agreement, Line of Credit Note and Mortgage
                    and Reaffirmation of Term Note, Security Agreement,
                    Guarantee Agreement and Addendum to Guarantee dated
                    March 31, 1995 (collectively, the "Credit Agreement,"
                    all of the foregoing collectively referred to herein
                    as the "Note"), providing for repayment of principal
                    and interest, with the balance of the indebtedness,
                    if not sooner paid, due and payable on
                    September 30, 2004.

               Section 14.  Bank's Expenses.  The Borrower agrees to
          reimburse the Bank on demand for the Bank's costs and expenses
          incurred in connection with this Amendment and the transactions
          contemplated hereby, including, without limitation, the
          reasonable fees and expenses of the Bank's counsel.

               Section 15.  Confirmation of Debt.  The Borrower hereby
          affirms all of its indebtedness, liabilities and obligations to
          the Bank under the Notes, and that such indebtedness, liabilities
          and obligations are owed to the Bank in full.  The Borrower and
          Consolidated agree that the obligations due under the Notes shall
          include all costs and expenses incurred by the Bank in connection
          with this Amendment and the transactions contemplated hereby
          (including without limitation the reasonable fees and expenses of
          counsel) which are not reimbursed upon demand by the Bank.  

               Section 16.  Release.  The Borrower and Consolidated
          acknowledge and agree that, as of the date hereof, neither has
          any claim, defense or set-off right against the Bank, its
          officers, directors, employees, agents, successors, assigns or
          affiliates, nor any claim, defense or set-off right to the
          enforcement by the Bank of the full amount of the obligations due
          under the Notes.  The Borrower and Consolidated hereby forever
          expressly waive, release, relinquish, satisfy, acquit and
          discharge the Bank, its officers, directors, employees, agents,
          successors, assigns and affiliates, from any and all defenses to
          payment or other defenses, set-offs, claims, counterclaims,
          liability and causes of action, accrued or unaccrued, whether
          known or unknown.

               Section 17.  No Waiver.  Except as expressly provided
          herein, neither the Bank's entering into this Amendment, nor its
          course of dealing, shall operate as a waiver of any event of
          default previously or hereafter occurring, or any right or
          remedy.

               Section 18.  Conflicting Terms; No Other Modifications.  To
          the extent that any of the terms and conditions of this Amendment
          are inconsistent with the terms and conditions of the 1994
          Agreement or any other Loan Document, the terms and conditions of
          this Amendment shall control.  Otherwise, unless expressly
          modified or superseded herein, all of the terms and conditions of
          the 1994

                                          12


          Agreement and the other Loan Documents shall remain
          unaffected and in full force and effect.

               Section 19.  Further Assurances.  The Borrower and
          Consolidated agree to execute and deliver all documents and to
          take all actions as the Bank may require to carry out the
          purposes of this Amendment.

               Section 20.  This Amendment.  

                    (a)  Incorporation by Reference.  The provisions of
          this Amendment are incorporated into the 1994 Agreement and made
          a part thereof as if fully set forth therein.  

                    (b)  Effect of Delay and Waivers; Amendments.  No delay
          or omission by the Bank to exercise any right or power accruing
          upon any default, omission or failure of performance hereunder
          shall impair any such right or power or shall be construed to be
          a waiver thereof, but any such right and power may be exercised
          from time to time and as often as may be deemed expedient.  In
          order to entitle the Bank to exercise any remedy now or hereafter
          existing at law or in equity or by statute, it shall not be
          necessary to give any notice, other than such notice as may be
          expressly required.  In the event any provision contained in this
          Amendment should be breached by any party and thereafter waived
          by the other party so empowered to act, such waiver shall be
          limited to the particular breach hereunder.  No waiver,
          amendment, release or modification of this Amendment shall be
          established by conduct, custom or course of dealing, but solely
          by an instrument in writing duly executed by the parties
          thereunto duly authorized by this Amendment.

                    (c)  Counterparts.  This Amendment may be executed
          simultaneously in several counterparts, each of which shall be
          deemed an original, but all of which together shall constitute
          one and the same instrument.

                    (d)  Severability.  The invalidity or unenforceability
          of any one or more phrases, sentences, clauses or Sections
          contained in this Amendment shall not affect the validity or
          enforceability of the remaining portions of this Amendment, or
          any part thereof.

                    (e)  Governing Law.  This Amendment shall be governed
          by and construed in accordance with the laws of the State of
          North Carolina.

                    (f)  References.  The words "herein," "hereof,"
          "hereunder" and other words of similar import when used in this
          Amendment refer to this Amendment as a whole, and not to any
          particular article, section or subsection.

                                          13



               Section 21.  Schedules.  Schedules 1.01, 5.14 and 5.15 of
          the 1994 Agreement are amended as set forth on Schedules 1.01,
          5.14 and 5.15 attached hereto, incorporated herein and in the
          1994 Agreement by reference as if fully set forth herein and
          therein.

                    IN WITNESS WHEREOF, the parties have caused this
          Amendment to be executed in their respective names and their
          respective seals to be hereunto affixed and attested by their
          duly authorized representatives, all as of the date first above
          written.


                                        SOUTH ATLANTIC CANNERS, INC.
                                        By COCA-COLA BOTTLING CO.
                                        CONSOLIDATED, as Manager
          ATTEST:


                                        By:
          ___________ Secretary              Name:
                                             Title:
          (CORPORATE SEAL)


                                        COCA-COLA BOTTLING CO. CONSOLIDATED
          ATTEST:


                                        By:
          ___________ Secretary              Name:
                                             Title:
          (CORPORATE SEAL)

                                        WACHOVIA BANK OF NORTH CAROLINA, N.A.



                                        By:
                                             Name: 
                                             Title:
293\145975


                                          14


              ADDENDUM I TO FIRST AMENDMENT TO CREDIT AGREEMENT, LINE OF
              CREDIT NOTE AND MORTGAGE, AND REAFFIRMATION OF TERM NOTE,
                SECURITY AGREEMENT, GUARANTY AGREEMENT AND ADDENDUM TO
                                 GUARANTY AGREEMENT

               An opinion of counsel for the Borrower and Consolidated as
          to the following matters:

          (i) each of the Borrower and Consolidated is duly organized,
          validly existing and in good standing under the laws of the state
          of its incorporation and is duly qualified to transact business
          in every jurisdiction where, by the nature of its business, such
          qualification is necessary;

          (ii) each of the Borrower and Consolidated has all corporate
          powers and all material governmental licenses, authorizations,
          consents and approvals required to carry on its business as now
          conducted;

          (iii) each of the Borrower and Consolidated has full power and
          authority to enter into this Amendment, and Consolidated has full
          power and authority to enter into the Line of Credit Guarantee,
          all such action having been duly authorized by all proper and
          necessary corporate action;

          (iv) to the best knowledge of such counsel, neither the execution
          of this Amendment or the Line of Credit Guarantee, nor the
          fulfillment of or compliance with their respective provisions and
          terms, will (A) conflict with, or result in a breach of the
          terms, conditions or provisions of, or constitute a violation of
          or default under, or require any approval under, any applicable
          law, regulation, judgment, writ, order or decree binding on the
          Borrower or Consolidated, or the certificate of incorporation,
          bylaws or other organizational documents of the Borrower or
          Consolidated, or any agreement or instrument to which the
          Borrower or Consolidated is now a party or by which either of
          them or any of their respective properties are bound or affected,
          or (B) create any lien, charge or encumbrance upon any of the
          property or assets of the Borrower or Consolidated pursuant to
          the terms of any agreement or instrument to which the Borrower or
          Consolidated is a party or by which either of them or any of
          their respective properties are bound except as contemplated
          hereby;

           (v) this Amendment and the Line of Credit Guarantee have each
          been duly executed and delivered by each of the Borrower and
          Consolidated, as the case may be, and each is the legal, valid
          and binding obligation of each of the Borrower and Consolidated,
          as the case may be, enforceable against each of them in
          accordance with its terms;
          (vi) the Collateral is not subject to any liens or encumbrances
          as of the date hereof except the lien of the Bank and except as
          otherwise referred to on Schedule 1.01 of the Agreement;





          (vii) to the best knowledge of such counsel, there is no action,
          suit or proceeding pending or threatened against or affecting the
          Borrower or Consolidated before any court or arbitrator or any
          governmental authority which could materially adversely affect
          the business, consolidated financial position or consolidated
          results of operations of the Borrower and Consolidated, or which
          in any manner draws into question the validity of, or could
          materially impair the ability of the Borrower to perform its
          obligations under the Agreement or the ability of Consolidated to
          perform its obligations under the Unconditional Guarantee or the
          Line of Credit Guarantee; and

          (viii) the Bank continues to hold a valid first priority lien on
          all of the Collateral, including without limitation the Realty,
          free and clear of all defects and encumbrances (except Permitted
          Encumbrances and those exceptions to title listed in the title
          policy delivered to the Bank on the Closing Date).



          293\145975









                              EXHIBIT 10.9



                                                                WACHOVIA

Guaranty Agreement

WHEREAS, the undersigned has requested WACHOVIA BANK OF NORTH CAROLINA, N.A.
(herein called "Bank") to extend credit or make certain financial
accommodations to SOUTH ATLANTIC CANNERS, INC., a South Carolina corporation
(herein called "Borrower") or to renew or extend, in whole or in part,
existing indebtedness or financial accommodations of the Borrower to the
Bank, and the Bank has extended credit or extended or renewed existing
indebtedness or made financial accommodations and/or may in the future extend
credit or extend or renew existing indebtedness or make certain financial
accommodations by reason of such request and in reliance upon this guaranty;

NOW, THEREFORE, in consideration of such credit extended or renewed and/or 
to be extended or renewed or such financial accommodations made or to be 
made in its discretion by the Bank to the Borrower (whether to the same, 
greater or lesser extent than any limit, if applicable, of this guaranty), 
in consideration of $5.00 and other good and valuable consideration, the 
receipt and sufficiency of which is hereby acknowledged, the undersigned 
hereby unconditionally guarantees to the Bank and any of "Bank's Affiliates", 
as hereinafter defined (the Bank and the Bank's Affiliates being hereinafter 
collectively and/or individually, as the context shall require, referred 
to as "Lender"), and their successors, endorsees, transferees and assigns, 
the punctual payment when due, whether by acceleration or otherwise, and 
at all times thereafter of (a) all debts, liabilities and obligations 
whatsoever of the Borrower to the Lender, now existing or hereafter coming 
into existence, whether joint or several, whether created directly or 
acquired by endorsement, assignment or otherwise, whether absolute or 
contingent, secured or unsecured, due or not due, including but not being 
limited to notes, checks, drafts, credits, advances and obligations to 
reimburse draws against letters of credit; (b) accrued but unpaid interest 
on such debts, liabilities and obligations, whether accruing before or after 
any maturity(ies) thereof; and (c) reasonable attorneys' fees (*15% of the 
then outstanding principal and interest of the indebtedness, to the extent 
not prohibited by law) if any such debts, liabilities or obligations 
of the Borrower are collected, or the liability of the undersigned hereunder 
enforced, by or through any attorney at law (all of (a), (b) and (c) being 
hereinafter referred to as the "Obligations"). As used herein, "Bank's 
Affiliates" means any entity or entities now or hereafter directly or 
indirectly controlled by Wachovia Corporation or any successor thereto. 
References herein to Borrower shall be deemed to include any successor 
corporations to Borrower, if Borrower is a corporation, or any reconstituted 
partnerships of Borrower, if Borrower is a partnership.

                                                          *not to exceed

The undersigned consents that, at any time, and from time to time, either with 
or without consideration, the whole or any part of any security now or 
hereafter held for any Obligations may be substituted, exchanged, compromised, 
impaired, released, or surrendered with or without consideration; the time 
or place of payment of any Obligations or of any security thereof may be 
changed or extended, in whole or in part, to a time certain or otherwise, 
and may be renewed or accelerated, in whole or in part; the Borrower may be 
granted indulgences generally; any of the provisions of any note or other 
instrument evidencing any Obligations or any security therefor may be 
modified or waived; any party liable for the payment thereof (including but 
not being limited to any co-guarantor) may be granted indulgences or 
released; neither the death, termination of existence, bankruptcy, incapacity, 
lack of authority nor disability of the Borrower or any one or more of the 
guarantors, including any of the undersigned, shall affect the continuing 
obligation of any other guarantor, including any of the undersigned, and 
that no claim need be asserted against the personal representative, 
guardian, custodian, trustee or debtor in bankruptcy or receiver 
of any deceased, incompetent, bankrupt or insolvent guarantor; any 
deposit balance to the credit of the Borrower or any other party 
liable for the payment of the Obligations or liable upon any security 
therefor may be released, in whole or in part, at, before and/or after the 
stated, extended or accelerated maturity of any Obligations; and the Lender 
may release, discharge, compromise or enter into any accord and satisfaction 
with respect to any collateral for the Obligations, or the liability of the 
Borrower or any of the undersigned, or any liability of any other person 
primarily or secondarily liable on any of the Obligations, all without 
notice to or further assent by the undersigned, who shall remain bound hereon, 
notwithstanding any such exchange, compromise, surrender, extension, renewal, 
acceleration, modification, indulgence, release, discharge or accord and 
satisfaction.

Without limiting any of the foregoing, in the event of death, incompetency, 
or dissolution of the Borrower, or should the Borrower become insolvent (as 
defined by the North Carolina Uniform Commercial Code as in effect at the 
time), or if a petition in bankruptcy be filed by or against the Borrower, 
or if a receiver be appointed for any part of the property or assets of the 
Borrower, or if any final judgment for money damages be entered against the 
Borrower in a court of competent jurisdiction and remain unsatisfied for a 
period of sixty (60) days or more, in the amount of $250,000 or more.

The undersigned expressly waives: (a) notice of acceptance of this guaranty and
of all extensions or renewals of credit or other financial accommodations to 
the Borrower; (b) presentment and demand for payment of any of the Obligations;
(c) protest and notice of dishonor or of default to the undersigned or to any
other party with respect to any of the Obligations or with respect to any
security therefor; (d) any invalidity or disability in whole or in part at the
time of the acceptance of, or at any time with respect to, any security for
the Obligations or with respect to any party primarily or secondarily liable
for the payment of the Obligations to the Lender; (e) the fact that any 
security for the Obligations may at any time or from time to time be in default
or be inaccurately estimated or may deteriorate in value for any cause 
whatsoever; (f) any diligence in the creation or perfection of a security 
interest or collection or protection of or realization upon the Obligations or
any security therefor, any liability hereunder, or any party primarily or
secondarily liable for the Obligations or any lack of commercial reasonableness
in dealing with any security for the Obligations; (g) any duty or obligation
on the part of the Lender to ascertain the extent or nature of any security for
the Obligations, or any insurance or other rights respecting such security,
or the liability of any party primarily or secondarily liable for the 
Obligations, or to take any steps or action to safeguard, protect, handle,
obtain or convey information respecting, or otherwise follow in any manner, any
such security, insurance or other rights; (h) any duty or obligation on the 
Lender to proceed to collect the Obligations from, or to commence an action
against, the Borrower, any other guarantor, or any other person, or to resort
to any security or to any balance of any deposit account or credit on the books
of the Lender in favor of the Borrower or any other person, despite any notice
or request of the undersigned to do so; (i) any rights of the undersigned
pursuant to North Carolina General Statute Section 26-7 or any similar or
subsequent law; (j) to the extent not prohibited by law, the right to assert
any of the benefits under any statute providing appraisal or other rights
which may reduce or prohibit any deficiency judgments in any foreclosure
or other action; (k) all other notices to which the undersigned might
otherwise be entitled; and (l) demand for payment under this guaranty.

This is a guaranty of payment and not of collection. The liability of the
undersigned on this guaranty shall be continuing, direct and immediate and
not conditional or contingent upon either the pursuit of any remedies against
the Borrower or any other person or foreclosure of any security interests
or liens available to the Lender, its successors, endorsees or assigns. The 
Lender may accept any payment(s), plan for adjustment of debts, plan for
reorganization or liquidation, or plan of composition or extension proposed
by, or on behalf of, the Borrower or any other guarantor without in any way
affecting or discharging the liability of the undersigned hereunder. If the
Obligations are partially paid, the undersigned shall remain liable for any
balance of such Obligations. This guaranty shall be revived and reinstated
in the event that any payment received by Lender on any Obligation is required
to be repaid or rescinded under present or future federal or state law or
regulation relating to bankruptcy, insolvency or other relief of debtors. The
undersigned agrees to furnish promptly to the Bank annual financial statements
and such other current financial information as the Bank may reasonably request
from time to time.

The undersigned expressly represents and acknowledges that loans and other 
financial accommodations by the Lender to the Borrower are and will be to the
direct interest and advantage of the undersigned.

The Lender may, without notice of any kind, sell, assign or transfer all or
any of the Obligations, and in such event each and every immediate and 
successive assignee, transferee, or holder of all or any of the Obligations
shall have the right to enforce this guaranty, by suit or otherwise, for
the benefit of such assignee, transferee or holder, as fully as if such
assignee, transferee or holder were herein by name specifically given such
rights, powers and benefits, but the Lender shall have an

2109-NC (3/93)                        Wachovia Bank of North Carolina, N.A.



unimpaired right, prior and superior to that of any such assignee, transferee 
or holder, to enforce this guaranty for the benefit of the Lender, as to 
so much of the Obligations as it has not sold, assigned or transferred.

No delay or failure on the part of the Lender in the exercise of any right 
or remedy shall operate as a waiver thereof, and no single or partial 
exercise by the Lender of any right or remedy shall preclude other or further 
exercise thereof or the exercise of any other right or remedy.

For the purpose of this guaranty, the Obligations shall include all debts, 
liabilities and obligations of the Borrower to the Lender, notwithstanding 
any right or power of the Borrower or anyone else to assert any claim or 
defense as to the invalidity or unenforceability thereof, and no such claim or 
defense shall impair or affect the obligations and liabilities of the 
undersigned hereunder. Without limiting the generality of the foregoing, if 
the Borrower is a corporation, partnership, joint venture, trust or other form 
of business organization, this guaranty covers all Obligations purporting to 
be made in behalf of such organization by any officer or agent of the same, 
without regard to the actual authority of such officer or agent. The term 
"corporation" shall include associations of all kinds and all purported 
corporations, whether or not correctly and legally chartered and organized. 

To the extent not prohibited by law, the undersigned hereby grants to the 
Lender a security interest in and security title and hereby assigns, pledges, 
transfers and conveys to Lender (i) all property of the undersigned of every 
kind or description now or hereafter in the possession or control of the 
Lender, exclusive of any such property in the possession or control of the 
Lender as fiduciary other than as agent, for any reason including, without 
limitation, all cash, stock or other dividends and all proceeds thereof, and 
all rights to subscribe for securities incident thereto and any substitutions 
or replacements therefor and (ii) any balance or deposit accounts of the 
undersigned, whether such accounts be general or special, or individual or 
multiple party, and upon all drafts, notes, or other items deposited for 
collection or presented for payment by the undersigned with the Lender, 
exclusive of any such property in the possession or control of the Lender 
as a fiduciary other than as agent, and the Lender may at any time, without 
demand or notice, appropriate and apply any of such to the payment of any 
of the Obligations, whether or not due, except for other indebtedness, 
obligations and liabilities owing to Lender or any of Lender's Affiliates 
that constitute open-end credit under, or are subject to, the requirements 
of the Truth-in-Lending Act and Federal Reserve Board Regulation Z and any 
applicable state consumer laws.

Any amount received by the Lender from whatever source and applied by it 
toward the payment of the Obligations shall be applied in such order of 
application as the Lender may from time to time elect.

This guaranty shall bind and inure to the benefit of the Lender, its 
successors and assigns, and likewise shall bind and inure to the benefit 
of the undersigned, their heirs, executors, administrators, successors and 
assigns. If more than one person shall execute this guaranty or a similar,
contemporaneous guaranty, the term "undersigned," shall mean, as used 
herein, all parties executing this guaranty and such similar guaranties 
and all such parties shall be liable, jointly and severally, one with the 
other and with the Borrower, for each of the undertakings, agreements, 
obligations, covenants and liabilities provided for herein with respect 
to the undersigned. This guaranty contains the entire agreement and there 
is no understanding that any other person shall execute this or a 
similar guaranty. Furthermore, no course of dealing between the parties, no 
usage of trade, and no parol or extrinsic evidence shall be used to 
supplement or modify any terms of this guaranty; nor are there any 
conditions to the complete effectiveness of this guaranty.

This guaranty shall be deemed accepted by Lender in the State of North 
Carolina. The parties agree that this guaranty shall be deemed, made, 
delivered, performed and accepted by Lender in the State of North Carolina 
and shall be governed by the laws of the State of North Carolina. Wherever 
possible each provision of this guaranty shall be interpreted in such 
manner as to be effective and valid under applicable law, but if any 
provision of this guaranty shall be prohibited by or invalid under such law, 
such provision shall be ineffective to the extent of such prohibition or 
invalidity, without invalidating the remainder of such provision or the 
remaining provisions of this guaranty.

The undersigned (a) submits to personal jurisdiction in the State of 
North Carolina, the courts thereof and any United States District Court 
sitting therein, for the enforcement of this guaranty, (b) waives any and all 
personal rights under the law of any jurisdiction to object on any basis 
(including, without limitation, inconvenience of forum) to jurisdiction or 
venue within the State of North Carolina for the purpose of litigation to 
enforce this guaranty, and (c) agrees that service of process may be made 
upon the undersigned by first class postage prepaid mail, addressed to the 
undersigned at the latest address of the undersigned known to the Bank 
(or at such other address as the undersigned may specify for the purpose by 
notice to the Bank). Nothing herein contained, however, shall prevent the 
Lender from bringing any action or exercising any rights against any 
security and against the Borrower personally, and against any assets of the 
Borrower, within any other state or jurisdiction.

This guaranty shall remain in full force and effect as to each of the 
undersigned unless and until terminated as to one or more of the undersigned 
by notice to that effect actually received by the Bank, by registered mail, 
addressed to Bank at 301 N. Main St., Suite 32092, Winston-Salem, NC 27101, 
but no such notice shall affect or impair the liabilities hereunder of 
such of the undersigned who gives or on whose behalf is given any such 
notice for the Obligations existing at the date of receipt by the Bank of 
such notice, any renewals, modifications, or extensions thereof (whether made 
before or after such notice is received), any interest thereon, or any 
costs or expenses, including without limitation, reasonable attorneys' fees 
incurred in the collection thereof or any future advances made by Lender 
to Borrower as required or permitted pursuant to the terms of the instruments, 
documents or agreements evidencing or providing for the Obligations. Any 
such notice of termination by or on behalf of any of the undersigned shall 
affect only that person and shall not affect or impair the liabilities 
and obligations hereunder of any other person.

The terms and provisions of any addendum attached hereto are incorporated 
herein by reference and made a part hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this guaranty 
under seal, this March 31, 1995.

Witness:                                                              (Seal)
                                                (Individual Guarantor)

                                                                      (Seal)
                                                (Individual Guarantor)

Attest:                                   COCA-COLA BOTTLING CO. CONSOLIDATED
                                          (Name of Corporation or Partnership)

Patricia A. Gill                          By Brenda B. Jackson         (Seal)
Title Assistant Secretary                 Title Vice President & Treasurer

[Corporate Seal]                          Wachovia Bank of North Carolina, N.A.




                                                              WACHOVIA
Addendum to Guaranty Agreement

    This document, upon its acceptance below by WACHOVIA BANK OF NORTH 
CAROLINA, N.A. (hereinafter referred to as the "Bank"), shall constitute an
addendum to the Guaranty Agreement, dated March 31, 1995 (herein referred 
to as the "Guaranty Agreement") from COCA-COLA BOTTLING CO. CONSOLIDATED, 
a Delaware corporation (herein referred to as the "Guarantor(s)") which 
provides for the guaranty by Guarantor(s) of the Obligations of SOUTH 
ATLANTIC CANNERS, INC., a South Carolina corporation herein referred to 
as "Borrower") to Lender, and shall be incorporated in the Guaranty 
Agreement by reference and made a part thereof. All capitalized terms 
used in this Addendum which are defined in the Guaranty Agreement shall 
have the meanings given such terms in the Guaranty Agreement. Only those 
sections below which have been checked and completed are included in the 
Addendum.

[ ] Notwithstanding any contrary provision of the Guaranty Agreement, 
the liability of the Guarantor(s) under the Guaranty Agreement for the 
Obligations of the Borrower shall not exceed at any one time an aggregate 
of $               ; provided, however, that this limitation shall not 
apply (a) to that portion of the Obligations of the Borrower which consists 
of accrued but unpaid interest and attorneys' fees incurred in the collection 
of the Obligations or the enforcement of liability of the Guarantor(s) 
under the Guaranty Agreement and (b) to the liabilities of the Guarantor(s) 
under any other guaranties executed by the Guarantor(s) for the benefit of 
the Lender, the guaranty of the Guarantor(s) under the Guaranty Agreement 
being cumulative with all such other guaranties.

[x] Notwithstanding any contrary provision of the Guaranty Agreement, the 
liability of the Guarantor(s) under the Guaranty Agreement for the 
Obligations of the Borrower shall be limited to (i) the principal and 
interest of that certain promissory note dated July 22, 1994, payable 
to the Bank, in the original principal amount of $15,000,000.00, and 
any modifications, renewals or extensions thereof, plus (a) reasonable 
attorneys' fees if such note is collected, or the liability of the 
Guarantor(s) under the Guaranty Agreement is enforced, by or through 
any attorney-at-law and (b) the Obligations of the Borrower under any 
collateral documents securing such promissory note.*

[ ] To secure the liabilities of the Guarantor(s) to the Lender under 
the Guaranty Agreement, together with any other indebtedness, liabilities 
and obligations of Guarantor(s), or any of them, to the Lender, now 
existing or hereafter incurred or arising, except for other indebtedness, 
obligations and liabilities owing to Lender or any of Lender's Affiliates 
that constitute open-end credit under, or are subject to, the disclosure 
requirements of the Truth-in-Lending Act and the Federal Reserve Board 
Regulation Z or any applicable state consumer protection laws, the Guarantor(s)
each hereby grant to the Lender a security interest in and security title 
to, and does hereby assign, pledge, transfer and convey to Lender a 
continuing general primary lien upon, the following described property 
in addition to that granted in the Guaranty:

* See Exhibit A attached hereto and made a part hereof.

Each Guarantor agrees that the security interest and security title granted 
hereby shall remain in full force and effect and shall not be released 
until all Obligations of the Borrower and all indebtedness, liabilities 
and obligations of the Guarantor(s) secured hereby have been indefeasibly 
paid in full and such payments are no longer subject to rescission, recovery 
or repayment upon the bankruptcy, insolvency, reorganization, moratorium, 
receivership or similar proceeding affecting the Borrower, the Guarantor(s) 
or any other person.

Witness:                                                               (Seal)
                                                (Individual Guarantor)

                                                                       (Seal)
                                                (Individual Guarantor)

Attest:                                   COCA-COLA BOTTLING CO. CONSOLIDATED
                                          (Name of Corporation or Partnership)

Patricia A. Gill                          By Brenda B. Jackson         (Seal)
Title Assistant Secretary                 Title Vice President & Treasurer

[Corporate Seal]                          Accepted

                                          WACHOVIA BANK OF NORTH CAROLINA, N.A.
                                          By Kenneth R. Smith Jr.
                                          Title Senior Vice President

                                          Wachovia Bank of North Carolina, N.A.





          EXHIBIT A TO ADDENDUM TO GUARANTY AGREEMENT
          OF COCA-COLA BOTTLING CO. CONSOLIDATED
          MARCH 31, 1995
                                                                 


          * and  (ii) the principal  and interest of  that certain Line  of
          Credit  Note (the  "Line of  Credit Note")  dated July  22, 1994,
          payable to the Bank, as amended  by the First Amendment to Credit
          Agreement, Line of Credit Note and Mortgage, and Reaffirmation of
          Term Note, Security Agreement, Guaranty Agreement and Addendum to
          Guaranty  Agreement  dated  as of  March  31,  1995,  in the  new
          principal amount  of $10,000,000, and any modifications, renewals
          or extensions  thereof,  plus (a) reasonable  attorneys' fees  if
          such  note is collected or  the liability of  the Guarantor under
          the  Guaranty Agreement is enforced,  by or through any attorney-
          at-law,  and  (b)  the  Obligations of  the  Borrower  under  any
          collateral documents securing the  Line of Credit Note; provided,
          that only  with respect  to said  Line of  Credit  Note, (x)  the
          Guarantor's  guaranty   obligations  hereunder  are   limited  to
          principal amounts  outstanding under the  Line of Credit  Note at
          any time in excess of $5,000,000,  together with accrued interest
          on  such principal  amounts;  (y) the Guarantor  acknowledges and
          affirms that  this is a guaranty of collection, and that upon the
          occurrence  of  an  Event  of  Default  under  any  of  the  Loan
          Documents, or event which  with the giving of notice,  passage of
          time  or both would  become an  Event of  Default, and  after the
          expiration  of   any  applicable  cure  period   under  the  Loan
          Documents, the Guarantor shall  immediately pay over to the  Bank
          all principal amounts  outstanding under the Line  of Credit Note
          in excess of $5,000,000,  together with accrued interest  on such
          principal amounts; and  (z) after  a default and  payment by  the
          Guarantor as referred  to in  the preceding clause  (y), at  such
          time as the Bank has collected the full amount of all Obligations
          owed to the Bank by the Borrower, the Bank will assign its rights
          to the Guarantor, and the Guarantor will become subrogated to the
          rights of the Bank for the difference between amounts owed by the
          Borrower to the Bank and  amounts collected by the Bank from  the
          Borrower, and for any other amounts paid by Guarantor hereunder.

                                        COCA-COLA BOTTLING CO. CONSOLIDATED
          ATTEST:

          _________________________     By: _______________________________
          ______________, Secretary          Name:
                                             Title:
          [CORPORATE SEAL]
                                        WACHOVIA  BANK  OF NORTH  CAROLINA,
                                        N.A.


                                        By: _______________________________
                                             Name:
                                             Title:




EXHIBIT 10.10


TREASURY BOND 7.57%
RENTAL FACTOR 3.31328%
LEASE FUNDING NO: 95002

LEASE SUPPLEMENT TO
MASTER EQUIPMENT LEASE (the "Master Lease")
BETWEEN
COCA-COLA FINANCIAL CORPORATION ("Lessor")
AND
COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
DATED: February 9, 1993

1.  Term

     The "Initial Term" shall commence on the 9th day of March, 1995 ("Lease
Commencement Date"); and will continue for a term of one hundred eight (108) 
months ending on 9th day of March, 2004.

2.  Rent

     (a)  BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate 
rental charge of $927,129.96, payable in arrears in thirty-six (36) quarterly
installments of $25,753.61 each, beginning on June 9, 1995 and continuing on the
same day of each calendar quarter thereafter during the Initial Term, with the 
final such installment being due and payable on March 9, 2004.
     (b)  INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments 
made by Lessor for Equipment from the date of Lessor's payment, if paid prior 
to the Lease Commencement Date, until the Lease Commencement Date. Interim Rent
shall be calculated from the date of such payment on the basis of a rate which 
shall be the lesser of (i) a daily rate of .00037 per dollar so paid by Lessor,
(which rate is based on the rate implied by the Basic Rent amount set forth 
above), or (ii) a per annum rate applied to the amount so paid by Lessor equal 
to the "Prime Rate" as published in The Wall Street Journal on the last business
day prior to the date of such payment by Lessor. Interim Rent shall be payable
in full on the Lease Commencement Date.
     
     (c)  SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent,
Lessee shall pay Lessor all Supplemental Rent provided for in the Master Lease
including, without limitation, all applicable sales and use taxes.


3.  Location of the Equipment

     The Location(s) of the Equipment leased is (are) set forth on Exhibit "A"
attached hereto.

4.  Equipment Leased

     The Equipment leased is described on each equipment invoice and
installation notification subject to this Lease Supplement. The supporting
equipment invoices, installation notifications and equipment serial numbers
are summarized on Exhibit "A" attached hereto.

5.  Stipulated Loss Value

     The "Stipulated Loss Value" of each item of Equipment, as of any
particular date of computation, shall be determined with reference to Exhibit
"B" attached hereto by multiplying the original cost of such item of Equipment
as stated on Exhibit "A" hereto by the percentage of the cost of such item set
forth opposite the applicable month number on Exhibit "B" hereto. For this
purpose the applicable month number means the number of months or partial
months elapsed since the Lease Commencement Date. If only a portion of an item
of Equipment is affected by any event causing calculation of "Stipulated Loss
Value" as specified in the Master Lease, and the cost of such portion of the
Equipment cannot be readily determined from the original cost of such item set
forth on Exhibit A, then the Stipulated Loss Value for such portion of the
Equipment shall be as reasonably calculated by Lessor, with written notice of
such amount being sent to the Lessee by Lessor.

6.  Lease

     This Lease Supplement is executed and delivered under and pursuant to the
terms of the Master Lease, and this Lease Supplement shall be deemed to be a
part of, and shall be governed by the terms and conditions of the Master Lease.
For purposes of this Lease Supplement, capitalized terms which are used herein
but which are not otherwise defined herein shall have the meanings ascribed to
such terms in the Master Lease.


IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly executed
and delivered by its duly authorized officers, this 9th day of March, 1995.

          LESSEE:

          COCA-COLA BOTTLING CO. CONSOLIDATED

(CORPORATE SEAL)              By: /s/ Brenda B. Jackson
Attest:Patricia A. Gill       Title: Vice President & Treasurer
Title:Assistant Secretary

Accepted in Atlanta, Georgia, this 30 day of MARCH, 1995

          LESSOR

          COCA-COLA FINANCIAL CORPORATION

          By: Andre Balfour
          Title: OPERATIONS MANAGER



EXHIBIT 10.11


TREASURY BOND 7.23%
RENTAL FACTOR 3.25759%
LEASE FUNDING NO: 95003

LEASE SUPPLEMENT TO
MASTER EQUIPMENT LEASE (the "Master Lease")
BETWEEN
COCA-COLA FINANCIAL CORPORATION ("Lessor")
AND
COCA-COLA BOTTLING CO. CONSOLIDATED ("Lessee")
DATED: February 9, 1993

1.  Term

     The "Initial Term" shall commence on the 10th day of April, 1995 ("Lease
Commencement Date"); and will continue for a term of one hundred eight (108) 
months ending on 10th day of April, 2004.

2.  Rent

     (a)  BASIC RENT: As Basic Rent hereunder, Lessee shall pay an aggregate 
rental charge of $1,360,653.12, payable in arrears in thirty-six (36) quarterly
installments of $37,795.92 each, beginning on July 10, 1995 and continuing on 
the same day of each calendar quarter thereafter during the Initial Term, with 
the final such installment being due and payable on April 10, 2004.
     (b)  INTERIM RENT: Lessee shall pay Lessor Interim Rent on all payments 
made by Lessor for Equipment from the date of Lessor's payment, if paid prior to
the Lease Commencement Date, until the Lease Commencement Date. Interim Rent 
shall be calculated from the date of such payment on the basis of a rate which 
shall be the lesser of (i) a daily rate of .00037 per dollar so paid by Lessor,
(which rate is based on the rate implied by the Basic Rent amount set forth 
above), or (ii) a per annum rate applied to the amount so paid by Lessor equal 
to the "Prime Rate" as published in The Wall Street Journal on the last business
day prior to the date of such payment by Lessor. Interim Rent shall be payable 
in full on the Lease Commencement Date.
     
     (c)  SUPPLEMENTAL RENT: In addition to Basic Rent and Interim Rent,
Lessee shall pay Lessor all Supplemental Rent provided for in the Master Lease
including, without limitation, all applicable sales and use taxes.


3.  Location of the Equipment

     The location(s) of the Equipment leased is (are) set forth on Exhibit "A"
attached hereto.

Equipment Leased

     The Equipment leased is described on each equipment invoice and
installation notification subject to this Lease Supplement. The supporting
equipment invoices, installation notifications and equipment serial numbers
are summarized on Exhibit "A" attached hereto.

5.  Stipulated Loss Value

     The "Stipulated Loss Value" of each item of Equipment, as of any
particular date of computation, shall be determined with reference to Exhibit
"B" attached hereto by multiplying the original cost of such item of Equipment
as stated on Exhibit "A" hereto by the percentage of the cost of such item set
forth opposite the applicable month number on Exhibit "B" hereto. For this
purpose the applicable month number means the number of months or partial
months elapsed since the Lease Commencement Date. If only a portion of an item
of Equipment is affected by any event causing calculation of "Stipulated Loss
Value" as specified in the Master Lease, and the cost of such portion of the
Equipment cannot be readily determined from the original cost of such item set
forth on Exhibit A, then the Stipulated Loss Value for such portion of the
Equipment shall be as reasonably calculated by Lessor, with written notice of
such amount being sent to the Lessee by Lessor.

6.  Lease

     This Lease Supplement is executed and delivered under and pursuant to the
terms of the Master Lease, and this Lease Supplement shall be deemed to be a
part of, and shall be governed by the terms and conditions of the Master Lease.
For purposes of this Lease Supplement, capitalized terms which are used herein
but which are not otherwise defined herein shall have the meanings ascribed to
such terms in the Master Lease.


IN WITNESS WHEREOF, Lessee has caused this Lease Supplement to be duly executed
and delivered by its duly authorized officers, this 10th day of April, 1995.

          LESSEE:

          COCA-COLA BOTTLING CO. CONSOLIDATED

(CORPORATE SEAL)                By: /s/ Brenda B. Jackson
Attest:Patricia A. Gill         Title: Vice President & Treasurer
Title:Assistant Secretary

Accepted in Atlanta, Georgia, this 28 day of April, 1995

          LESSOR

          COCA-COLA FINANCIAL CORPORATION

          By: Andre Balfour
          Title: OPERATIONS MANAGER




 

5 This schedule contains summary financial information extracted from the financial statements as of and for the three months ended April 2, 1995 and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS DEC-31-1995 APR-02-1995 2,139 0 9,325 402 31,884 60,051 329,632 143,635 661,774 73,507 436,400 12,055 0 0 21,559 661,774 170,977 170,977 98,903 98,903 59,384 0 8,437 3,289 1,332 1,957 0 0 0 1,957 .21 0