COCA COLA BOTTLING CO CONSOLIDATED /DE/, S-3, 1994-07-20

COCA COLA BOTTLING CO CONSOLIDATED /DE/
S-3, 1994-07-20
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1994
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COCA-COLA BOTTLING CO. CONSOLIDATED
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 1900 REXFORD ROAD, CHARLOTTE, NORTH CAROLINA 28211
(State or other jurisdiction of (704) 551-4400
incorporation or organization) (Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
<CAPTION>
DELAWARE 56-0950585
incorporation or organization) Identification No.)
<CAPTION>
(State or other jurisdiction of (I.R.S. Employer
</TABLE>
DAVID V. SINGER
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
COCA-COLA BOTTLING CO. CONSOLIDATED
1900 REXFORD ROAD,
CHARLOTTE, NORTH CAROLINA 28211
(704) 551-4400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
<TABLE>
<S> <C>
RALPH M. KILLEBREW, JR., ESQ. JOHN W. WHITE, ESQ.
WITT, GAITHER & WHITAKER, P.C. CRAVATH, SWAINE & MOORE
1100 AMERICAN NATIONAL BANK BUILDING WORLDWIDE PLAZA, 825 EIGHTH AVENUE
CHATTANOOGA, TENNESSEE 37402 NEW YORK, NEW YORK 10019
(615) 265-8881 (212) 474-1000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plan, check the following box. [X]
CALCULATION OF REGISTRATION FEE
[CAPTION]
<TABLE>
<S> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF OFFERING PRICE PER AGGREGATE OFFERING
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED UNIT(1) PRICE(2)
<S> <C> <C> <C>
Debt Securities(4)............. (3)
Preferred Stock(5)............. (3) (3) (3)
Common Stock(6)................ (3)
Class C Common Stock(7)........ (3)
Total.......................... $400,000,000(8) 100% $400,000,000(8)
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED FEE
<S> <C>
Debt Securities(4).............
Preferred Stock(5)............. (3)
Common Stock(6)................
Class C Common Stock(7)........
Total.......................... $137,931.03
</TABLE>
(1) The proposed maximum offering price per unit will be determined from time to
time by the registrant in connection with the issuance by the registrant of
the securities registered hereunder.
(2) Estimated for the purpose of computing the registration fee.
(3) Not applicable pursuant to General Instruction II.D. of Form S-3.
(4) Subject to note (8) below, there is being registered hereunder such
indeterminate principal amount of Debt Securities. If any Debt Securities
are issued at an original issue discount, then the offering price shall be
in such greater principal amount as shall result in an aggregate initial
offering price not to exceed $400,000,000 less the dollar amount of any
securities previously issued hereunder.
(5) Subject to note (8) below, such indeterminate number of shares of
Convertible Preferred Stock, par value $100 per share, Non-Convertible
Preferred Stock, par value $100 per share, and Preferred Stock, par value
$0.01 per share, as may, from time to time, be issued at indeterminate
prices.
(6) Subject to note (8) below, such indeterminate number of shares of Common
Stock, par value $1.00 per share, as may, from time to time, be issued at
indeterminate prices, including Common Stock issuable upon conversion of
Debt Securities or Preferred Stock.
(7) Subject to note (8) below, such indeterminate number of shares of Class C
Common Stock, par value $1.00 per share, as may, from time to time, be
issued at indeterminate prices, including Class C Common Stock issuable upon
conversion of Debt Securities or Preferred Stock.
(8) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$400,000,000. The aggregate amount of Common Stock and Class C Common Stock
registered hereunder is further limited to that which is permissible under
Rule 415(a)(4) under the Securities Act of 1933. The securities registered
hereunder may be sold separately or as units with other securities
registered hereunder.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>
SUBJECT TO COMPLETION DATED JULY 20, 1994
PROSPECTUS (Logo)
COCA-COLA BOTTLING CO.
CONSOLIDATED
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
CLASS C COMMON STOCK
Coca-Cola Bottling Co. Consolidated (the "COMPANY"), a Delaware
corporation, may offer and sell from time to time, together or separately (i)
its debt securities ("DEBT SECURITIES"); (ii) shares of one or more classes of
its preferred stock ("PREFERRED STOCK"); (iii) shares of its Common Stock, $1.00
par value per share ("COMMON STOCK"); and (iv) shares of its Class C Common
Stock, $1.00 par value per share ("CLASS C COMMON STOCK") (collectively, the
"SECURITIES"), all having an aggregate initial public offering price not to
exceed $400,000,000, at prices and on terms to be determined at the time of
sale.
The specific terms of the particular Securities in respect of which this
Prospectus is being delivered (the "OFFERED SECURITIES") will be set forth in an
accompanying supplement to this Prospectus (the "PROSPECTUS SUPPLEMENT"),
including, where applicable, the initial public offering price thereof, the net
proceeds to the Company, the listing on any securities exchange, other specific
terms of the Offered Securities, and: (i) in the case of Debt Securities, the
specific designation, aggregate principal amount, original issue discount (if
any), authorized denominations, maturity, premium (if any), the rate (which may
be fixed or variable), time and method of calculating payment of interest (if
any), the place or places where principal of, premium (if any) and interest (if
any) thereon will be payable and the dates for payment thereof, any terms for
redemption (either mandatory or at the option of the Company or the holder) or
early repayment, any sinking fund provisions and any terms for conversion or
exchange into other securities of the Company and (ii) in the case of Preferred
Stock, the designation, number of shares, liquidation preference per share,
initial public offering price, dividend rate (or method of calculation thereof),
dates on which dividends shall be payable and dates from which dividends shall
accrue, any redemption or sinking fund provisions and the terms (if any) for
conversion or exchange into other securities of the Company, and (iii) in the
case of Common Stock or Class C Common Stock, the number of shares and the terms
of the offering and sale thereof. If so specified in the applicable Prospectus
Supplement, Debt Securities may be issued in whole or in part in the form of one
or more temporary or permanent global securities.
The Securities may be publicly offered through underwriting syndicates
represented by one or more managing underwriters, or through one or more such
firms acting alone, or through dealers. The Company may enter into an agreement
with respect to the Securities then being offered providing for the sale of such
Securities to, and for the purchase and public offering thereof by, the several
members of such syndicate or such firm or firms (the "UNDERWRITERS"). The
Securities may also be sold directly or through agents to investors. See "PLAN
OF DISTRIBUTION". The Prospectus Supplement will set forth the names of any
underwriters, dealers or agents involved in the sale of the Securities in
respect of which this Prospectus is being delivered, any applicable fee,
commission or discount arrangements with them and the resulting net proceeds to
the Company.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF OFFERED SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS AUGUST , 1994.

<PAGE>
NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT
DELIVERED HEREWITH AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY
UNDERWRITER, DEALER, OR AGENT. THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT DO
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH THE OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IN WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "COMMISSION"). Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at its Regional Offices located at 7
World Trade Center, Thirteenth Floor, New York, New York 10048 and at
Northwestern Atrium Center, 500 W. Madison Street, Chicago, Illinois 60661.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits thereto, the "REGISTRATION
STATEMENT") under the Securities Act of 1933, as amended (the "SECURITIES ACT"),
with respect to the Offered Securities. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any document
referred to are not necessarily complete, and in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in all respects by such reference. For further information pertaining
to the Company and the Securities, reference is made to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission (File No. 0-9286) are incorporated herein by reference and made a
part hereof: (i) the Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 1994; (ii) the Company's Quarterly Reports on Form 10-Q for the
quarters ended April 3, 1994 and July 3, 1994; and (iii) the Company's Current
Report on Form 8-K dated May 18, 1994.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Securities shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, in a Prospectus Supplement or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, TO
EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, INCLUDING ANY BENEFICIAL
OWNER, A COPY OF ANY OR ALL OF THE DOCUMENTS THAT HAVE BEEN OR MAY BE
INCORPORATED HEREIN BY REFERENCE OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE THEREIN). REQUESTS FOR
SUCH COPIES SHOULD BE DIRECTED TO DAVID V. SINGER, VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER, COCA-COLA BOTTLING CO. CONSOLIDATED, 1900 REXFORD ROAD,
CHARLOTTE, NORTH CAROLINA 28211 (TELEPHONE 704-551-4400).
2

<PAGE>
THE COMPANY
The Company is engaged in the production, marketing and distribution of
carbonated soft drinks, primarily products of The Coca-Cola Company, Atlanta,
Georgia ("THE COCA-COLA COMPANY"). The Company (including its subsidiaries and
its 50% owned affiliate) holds franchises to produce and market carbonated soft
drinks, primarily products of The Coca-Cola Company within certain territories
in the states of Alabama, Florida, Georgia, Kentucky, Mississippi, North
Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia and West
Virginia. The Company also produces and distributes certain other brands of soft
drinks within such territories. The Company considers selective acquisitions for
additional territories on an ongoing basis. To achieve its goals, further
purchases of franchise rights and entities possessing such rights and other
related transactions designed to facilitate such purchases may occur.
The Company is a Delaware corporation incorporated in 1980 as the successor
to a business originally formed in 1902. The Company's principal executive
offices are located at 1900 Rexford Road, Charlotte, North Carolina 28211, and
its telephone number is (704)551-4400.
USE OF PROCEEDS
Except as otherwise set forth in a Prospectus Supplement, the Company
intends to use the net proceeds from the sale of Securities for general
corporate purposes, including repayment of debt, future acquisitions, capital
expenditures and working capital. The Company is engaged in an ongoing program
of selective acquisitions for additional territories and regularly evaluates the
desirability of making such acquisitions. Except as may be specifically set
forth in a Prospectus Supplement, the Company has no understandings or
agreements with respect to any specific significant acquisition or investment.
RATIOS
The table below sets forth the ratios of earnings to fixed charges and the
ratios of earnings to combined fixed charges and preferred stock dividends of
the Company and its consolidated subsidiaries for the periods indicated. The
ratios have been computed using the amounts for the Company, its consolidated
subsidiaries and its proportionate share of losses incurred by its fifty percent
(50%) owned affiliate. Earnings available for fixed charges represent earnings
before income taxes, extraordinary items and fixed charges. Fixed charges
represent interest incurred plus that portion of rental expense deemed to be the
equivalent of interest. Preferred Stock dividends represent all such dividends
paid by the Company in respect of its Preferred Stock, increased to an amount
representing the pre-tax earnings which would be required to cover such dividend
requirements.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED FISCAL YEAR ENDED1
JULY 3, 1994 JULY 4, 1993 1993 19923 1991 19904
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges........................... x 1.66x 1.59x 1.11x 1.11x 1.07x
Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.................................. x 1.66x 1.59x 0.91x 1.08x 0.94x
<CAPTION>

19892
<S> <C>
Ratio of Earnings to Fixed Charges........................... 0.91x
Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.................................. 0.91x
</TABLE>

1 The Company's fiscal year ends on the Sunday nearest December 31.
2 For the year ended December 31, 1989, earnings, as defined, were inadequate to
cover (i) fixed charges and (ii) combined fixed charges and preferred stock
dividends. The coverage deficiency, in each case, was $2,474,000.
3 For the year ended January 3, 1993, earnings, as defined, were inadequate to
cover combined fixed charges and preferred stock dividends, as a result of the
Company's effective tax rate of 57% in 1992.
4 For the year ended December 30, 1990, earnings, as defined, were inadequate to
cover combined fixed charges and preferred stock dividends, as a result of the
Company's effective tax rate of 90% in 1990. Had the Company's effective rate
been 38%, consistent with the effective tax rate in 1993, the preferred stock
dividend factor for 1990 would have been $722,000 resulting in a ratio of
earnings to combined fixed charges and preferred stock dividends of 1.05 for
1990.
3

<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities which the Company may offer under this Prospectus will
be issued under an Indenture dated as of July 20, 1994 (hereinafter referred to
as the "INDENTURE"), between the Company and NationsBank of Georgia, National
Association, as Trustee (the "TRUSTEE"). A copy of the Indenture has been filed
as an exhibit to the Registration Statement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all of the provisions of
the Indenture. Section references herein or in a Prospectus Supplement refer to
such Sections in the Indenture, which Sections are incorporated herein or
therein by reference. Terms used herein or in a Prospectus Supplement that are
not otherwise defined herein or therein shall have the meanings given in the
Indenture, which definitions are incorporated herein or therein by reference.
The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series of Debt Securities offered pursuant to any
Prospectus Supplement or Prospectus Supplements will be described in such
Prospectus Supplement or Prospectus Supplements relating to such series.
GENERAL
The Indenture does not limit the aggregate amount of Debt Securities that
may be issued thereunder, and Debt Securities may be issued thereunder from time
to time in separate series, up to the aggregate amount from time to time
authorized by the Company for each series. The Debt Securities will be unsecured
obligations of the Company and will rank equally and ratably with other
unsecured and unsubordinated indebtedness of the Company.
The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the series of Debt Securities ("OFFERED DEBT
SECURITIES") in respect of which this Prospectus is being delivered: (1) the
title of the Offered Debt Securities; (2) any limit on the aggregate principal
amount of the Offered Debt Securities; (3) whether the Offered Debt Securities
will be issued in whole or in part in global form and, if so, the name of the
Depositary; (4) the price or prices (expressed as a percentage of the aggregate
principal amount thereof) at which the Offered Debt Securities will be issued;
(5) the date or dates on which the principal of the Offered Debt Securities is
payable; (6) the rate or rates at which the Offered Debt Securities will bear
interest, if any, and the date or dates from which any such interest will
accrue; (7) the Interest Payment Dates on which any such interest on the Offered
Debt Securities will be payable and the Regular Record Date with respect
thereto; (8) the obligation, if any, of the Company to redeem or repay the
Offered Debt Securities pursuant to any sinking fund or analogous provisions or
at the option of a holder thereof and the period or periods within which, the
price or prices at which and the terms and conditions upon which the Offered
Debt Securities shall be redeemed or repurchased, in whole or in part, pursuant
to such obligations; (9) each office or agency where, subject to the terms of
the Indenture as described below under "Payment and Paying Agents", the
principal of and any premium and interest on the Offered Debt Securities will be
payable and each office or agency where, subject to the terms of the Indenture
as described under "Denominations; Registration of Transfers and Exchange", the
Offered Debt Securities may be presented for registration of transfer or
exchange; (10) the period or periods within which, the price or prices at which
and the terms and conditions upon which the Offered Debt Securities may be
redeemed, in whole or in part, at the option of the Company, or repaid at the
option of the Holder, prior to Stated Maturity (in which case the Company
intends to comply with the requirements of Section 14(e) and Rule 14e-1 under
the Exchange Act in connection therewith, if applicable) and, if so, the
provisions related to such redemption or repayment including, in the case of an
Original Issue Discount Security, the information necessary to determine the
amount due upon redemption or repayment; (11) the denominations in which any
Offered Debt Securities will be issuable, if other than denominations of $1,000
and any integral multiple thereof; (12) if other than the principal amount
thereof, the portion of the principal amount of Offered Debt Securities that
shall be payable upon declaration of acceleration of the maturity thereof; (13)
the application, if any, of either or both of the sections of the Indenture
relating to defeasance to the Offered Debt Securities; (14) any other terms of
the Offered Debt Securities not inconsistent with the provisions of the
Indenture.
Debt Securities may be issued as Original Issue Discount Securities to be
sold at a substantial discount from their principal amount. Special federal
income tax considerations applicable to Debt Securities issued at an original
issue discount, including Original Issue Discount Securities, will be described
in the Prospectus Supplement relating thereto.
DENOMINATIONS; REGISTRATION OF TRANSFERS AND EXCHANGE
Debt Securities of a given series will be issued only in fully registered
form without coupons in denominations of $1,000 and integral multiples thereof,
unless otherwise specified in the related Prospectus Supplement. (SECTION 302)
4

<PAGE>
Debt Securities may be presented for registration of transfer or for
exchange (duly endorsed or accompanied by a written instrument of transfer duly
executed), at the office of the Security Registrar or at the office of any
transfer agent designated by the Company for such purpose with respect to any
series of Debt Securities and referred to in an applicable Prospectus
Supplement, without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. The Company has initially
appointed the Trustee as Security Registrar. (SECTION 305) If a Prospectus
Supplement refers to any transfer agents (in addition to the Security Registrar)
initially designated by the Company with respect to any series of Debt
Securities, the Company may at any time rescind the designation of any such
transfer agent or approve a change in the location through which any such
transfer agent acts, except that the Company will be required to maintain a
transfer agent in each place where principal and any premium and interest in
respect of any such series are payable. The Company may at any time designate
additional transfer agents with respect to any series of Debt Securities.
(SECTION 1002)
In the event of any redemption of Debt Securities of any series, the
Company will not be required to (i) issue, register the transfer of or exchange
Debt Securities of such series during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption with respect to
Debt Securities of the series to be redeemed and ending at the close of business
on the day of such mailing, or (ii) register the transfer of or exchange any
Debt Security, or portion thereof, called for redemption, except the unredeemed
portion of any Debt Security being redeemed in part. (SECTION 305)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and any premium and interest on Debt Securities will be made at
the office of such Paying Agent or Paying Agents as the Company may designate
from time to time, except that at the option of the Company payment of any
interest may be made by check mailed to the address of the Person entitled
thereto as such address appears in the Security Register. Unless otherwise
indicated in an applicable Prospectus Supplement, payment of any interest due on
Debt Securities on any interest payment date will be made to the Person in whose
name such Debt Security is registered at the close of business on the Regular
Record Date for such interest. (SECTION 307)
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Paying Agent in The City of New York will be designated
as the Company's Paying Agent for payments with respect to Debt Securities. Any
other Paying Agents initially designated by the Company for the Debt Securities
will be named in an applicable Prospectus Supplement. The Company may at any
time designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent acts,
except that the Company will be required to maintain a Paying Agent in each
place where principal and any premium or interest in respect of such series of
Debt Securities are payable. (SECTION 1002)
All moneys paid by the Company to the Trustee or a Paying Agent for the
payment of principal of and any premium or interest on any Debt Security which
remain unclaimed for two years after such principal, premium or interest has
become due and payable may be paid to the Company and thereafter the holder of
such Debt Security, as a general unsecured creditor, may look only to the
Company for payment thereof. (SECTION 1003)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or more
fully registered securities in global form (a "GLOBAL SECURITY") that will be
deposited with, or on behalf of, a depositary (the "DEPOSITARY") identified in
the Prospectus Supplement relating to such series. In such case, one or more
Global Securities will be issued in a denomination or aggregate denominations in
an amount equal to the aggregate principal amount of all outstanding Debt
Securities of the series represented by such Global Security or Securities.
Unless and until it is exchanged in whole or in part for Debt Securities in
definitive registered form, a Global Security may not be transferred except as a
whole by the Depositary for such Global Security to the nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor Depository. (SECTION
305)
The specific terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. The Company anticipates that the following provisions will apply to
all depositary arrangements.
Upon the issuance of a Global Security, and the deposit of such Global
Security with or on behalf of the Depositary for such Global Security, the
Depositary will credit, on its book-entry registration and transfer system, the
respective principal
5

<PAGE>
amounts of the individual Debt Securities represented by such Global Security to
the accounts of institutions that have accounts with such Depositary or its
nominee ("PARTICIPANTS"). Such accounts will be designated by the underwriters
or agents for such Debt Securities or by the Company, if such Debt Securities
are offered and sold directly by the Company. Ownership of beneficial interests
in such Global Security will be limited to participants or Persons that may hold
interests through participants. Ownership of beneficial interests by
participants in such Global Security will be shown on, and the transfer of the
ownership interest will be effected only through, records maintained by the
Depositary or its nominee for such Global Security. Ownership of beneficial
interests in such Global Security by Persons that hold through participants will
be shown on, and the transfer of that ownership interest will be effected only
through, records maintained by such participant. The laws of some states require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner or Holder of such Global Security, such Depositary or such
nominee, as the case may be, will be considered the sole owner or Holder of the
individual Debt Securities represented by such Global Security for all purposes
under the Indenture. Except as set forth below, owners of beneficial interests
in a Global Security will not be entitled to have any of the individual Debt
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
Holders thereof for any purposes under the Indenture. Accordingly, each Person
owning a beneficial interest in such Global Security must rely on the procedures
of the Depositary and, if such Person is not a participant, on the procedures of
the participant through which such Person owns its interest, to exercise any
rights of a Holder under the Indenture. The Indenture provides that the
Depositary may grant proxies and otherwise authorize participants to give or
take any request, demand, authorization, direction, notice, consent, waiver or
other action which a Holder is entitled to give or take under the Indenture.
(SECTION 104) The Company understands that under existing industry practices, if
the Company requests any action of Holders or if an owner of a beneficial
interest in such Global Security desires to give any notice or take any action
that a Holder is entitled to give or take under the Indenture, the Depositary
would authorize the participants to give such notice or take such action, and
participants would authorize beneficial owners owning through such participants
to give such notice or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
Principal, premium, if any, and interest payments on individual Debt
Securities represented by a Global Security of a Depositary or its nominee will
be made to the Depositary or its nominee, as the case may be, as the registered
owner of a Global Security representing such Global Security. None of the
Company, the Trustee or any Paying Agent for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global
Security or Securities for such Debt Securities or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
(SECTION 308)
The Company expects that the Depositary for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest with
respect to a definitive Global Security representing any of such Debt
Securities, will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of the Depositary or its
nominee. The Company also expects that payments by participants to owners of
beneficial interests in such Global Security held through such participants will
be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name", and will be the responsibility of such participants.
If the Depositary for a series of Debt Securities is at any time unwilling
or unable to continue as Depositary and a successor Depositary is not appointed
by the Company within 90 days, the Company will issue individual Debt Securities
of such series in definitive form in exchange for the Global Security or
Securities representing such series of Debt Securities. In addition, the Company
may at any time and in its sole discretion, subject to any limitations described
in the Prospectus Supplement relating to such Debt Securities, determine not to
have the Debt Securities of a series represented by one or more Global
Securities and, in such event, will issue individual Debt Securities of such
series in definitive form in exchange for the Global Security or Securities
representing such series of Debt Securities. (SECTION 305)
Further, if the Company so specifies with respect to the Debt Securities of
a series, an owner of a beneficial interest in a Global Security representing
Debt Securities of such series may, on terms acceptable to the Company and the
Depositary for such Global Security, receive Debt Securities of such series in
definitive form. In any such instance, an owner of a beneficial interest in a
Global Security will be entitled to have Debt Securities of the series
represented by such Global Security equal in principal amount to such beneficial
interest registered in its name and will be entitled to physical delivery of
such Debt Securities in definitive form. Debt Securities of such series so
issued in definitive form will, except as set forth in the
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applicable Prospectus Supplement, be issued in denominations of $1,000 and
integral multiples thereof and will be issued in registered form only without
coupons. (SECTION 305)
CERTAIN COVENANTS OF THE COMPANY
CERTAIN DEFINITIONS APPLICABLE TO COVENANTS (SECTION 101):
The term "Subsidiary" of the Company is defined as a corporation more than
50% of the voting stock of which is owned, directly or indirectly, by the
Company and/or one or more Subsidiaries of the Company.
The term "Restricted Subsidiary" is defined as a Subsidiary of the Company
which (1) owned a Principal Property as of the date of the Indenture, or (2)
acquired or acquires a Principal Property after such date from the Company or a
Restricted Subsidiary other than for cash equal to such property's fair market
value as determined by the Board of Directors of the Company, or (3) acquired or
acquires a Principal Property after such date by purchase with funds
substantially all of which are provided by the Company or a Restricted
Subsidiary or with the proceeds of indebtedness for money borrowed, which
indebtedness is guaranteed in whole or in part by the Company or a Restricted
Subsidiary, or (4) is a party to any contract with respect to the bottling,
canning, packaging or distribution of soft drinks or soft drink products, other
than any such contract which in the opinion of the Board of Directors of the
Company is not of material importance to the total business conducted by the
Company and its Subsidiaries as an entirety.
"Principal Property" is defined to mean any bottling, distribution or other
facility, together with the land upon which it is erected and fixtures
comprising a part thereof, owned or leased by the Company or any Subsidiary, the
gross book value of which (without deduction of any depreciation reserves) on
the date as of which the determination is being made exceeds 3% of Consolidated
Net Tangible Assets, other than any such facility which in the opinion of the
Board of Directors of the Company is not of material importance to the total
business conducted by the Company and its Subsidiaries as an entirety.
"Attributable Debt" is defined to mean the total net amount of rent
required to be paid during the remaining term of certain leases, discounted at
the rate per annum equal to the weighted average interest rate borne by the Debt
Securities.
"Consolidated Net Tangible Assets" is defined to mean the aggregate amount
of assets (less applicable reserves and other properly deductible items) after
deducting (1) all current liabilities, and (2) goodwill and like intangibles of
the Company and its consolidated subsidiaries.
RESTRICTIONS ON DEBT
The Company (1) will not itself, and will not permit any Restricted
Subsidiary, to incur or guarantee any evidence of any indebtedness for money
borrowed ("DEBT") secured by a mortgage, pledge or lien ("MORTGAGE") on any
Principal Property of the Company or any Restricted Subsidiary, or on any share
of capital stock or Debt of any Restricted Subsidiary, without securing or
causing such Restricted Subsidiary to secure the Debt Securities equally and
ratably with (or, at the Company's option, prior to) such secured Debt, and (2)
will not permit any Restricted Subsidiary to incur or guaranty any unsecured
Debt or to issue any preferred stock, in each instance unless the aggregate
amount of (A) all such Debt, (B) the aggregate preferential amount to which such
preferred stock would be entitled on any involuntary distribution of assets and
(C) all Attributable Debt of the Company and its Restricted Subsidiaries with
respect to sale and leaseback transactions involving Principal Properties (with
the exception of such transactions which are excluded as described in
"Restrictions on Sales and Leasebacks" below), would not exceed 10% of
Consolidated Net Tangible Assets.
The above restriction does not apply to, and there will be excluded from
Debt in any computation under such restriction, (1) Debt secured by Mortgages on
property of, or on any shares of capital stock or Debt of, any corporation, and
unsecured Debt of any corporation, existing at the time such corporation becomes
a Restricted Subsidiary, (2) Debt secured by Mortgages in favor of the Company
or a Restricted Subsidiary and unsecured Debt payable to the Company or a
Restricted Subsidiary, (3) Debt secured by Mortgages in favor of governmental
bodies to secure progress or advance payments, (4) Debt secured by Mortgages on
property, shares of capital stock or Debt existing at the time of acquisition
thereof (including acquisition through merger or consolidation) or incurred
within certain time limits to finance the acquisition thereof or construction
thereon, (5) unsecured Debt incurred within certain time limits to finance the
acquisition of property, shares of capital stock or Debt (other than shares of
capital stock or Debt of the Company) or to finance construction on such
property, (6) Debt secured by Mortgages securing industrial revenue bonds or (7)
any extension, renewal or replacement of any Debt referred to in the foregoing
clauses (1) through (6) inclusive. In addition, the above restriction does not
apply to any issuance of preferred stock by a Restricted Subsidiary to the
Company or another Restricted Subsidiary, provided that such preferred stock
shall not thereafter be transferrable to any person other than the Company or a
Restricted Subsidiary. (SECTION 1006)
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RESTRICTIONS ON SALES AND LEASEBACKS
Neither the Company nor any Restricted Subsidiary may enter into any sale
and leaseback transaction involving any Principal Property, unless, after giving
effect thereto, the aggregate amount of all Attributable Debt of the Company and
its Restricted Subsidiaries with respect to all such transactions plus all Debt
to which SECTION 1006 is applicable (as described in "Restrictions on Debt"
above) would not exceed 10% of Consolidated Net Tangible Assets.
This restriction does not apply to, and there shall be excluded in any
computation of Attributable Debt under such restriction, Attributable Debt with
respect to any sale and leaseback transaction if (1) the lease is for a period
of not in excess of three years, including renewal rights, (2) the sale or
transfer of the Principal Property is made within a specified period after the
later of its acquisition or construction, (3) the lease secures or relates to
industrial revenue or pollution control bonds, (4) the transaction is between
the Company and a Restricted Subsidiary or between Restricted Subsidiaries or
(5) the Company or a Restricted Subsidiary, within 180 days after the sale or
transfer is completed, applies to the retirement of Funded Debt of the Company
or a Restricted Subsidiary ranking on a parity with or senior to the Debt
Securities, or to the purchase of other property which will constitute Principal
Property of a value at least equal to the value of the Principal Property leased
in such sale and leaseback transaction, an amount not less than the greater of
(i) the net proceeds of the sale of the Principal Property so leased, or (ii)
the fair market value of the Principal Property leased. In lieu of applying the
proceeds of such sale to the retirement of Funded Debt, the Company may receive
credit for (1) the principal amount of any Debt Securities (or other notes or
debentures constituting Funded Debt of the Company or a Restricted Subsidiary)
delivered within such 180-day period to the applicable trustee for retirement
and cancellation, and (b) the principal amount of any other Funded Debt
voluntarily retired within such 180-day period. (SECTION 1007)
EVENTS OF DEFAULT AND REMEDIES
The Indenture defines an "Event of Default" whenever used therein with
respect to Debt Securities of any series as one or more of the following events:
(1) default in the payment of interest, if any, on Debt Securities of such
series for 30 days after becoming due; (2) default in the payment of principal
of (or premium, if any, on) Debt Securities of such series when due; (3) default
in the deposit of any sinking fund when and as due by the terms of Offered Debt
Securities; (4) default in the performance of any other covenant for 90 days
after notice; (5) certain events of bankruptcy, insolvency or reorganization;
(6) a default under or the acceleration of the maturity date of any bond,
debenture, note or other evidence of indebtedness of the Company or any
Restricted Subsidiary (other than the Debt Securities of such series) or a
default under any indenture or other instrument under which any such evidence of
indebtedness has been issued or by which it is governed and the expiration of
any applicable grace period specified in such evidence of indebtedness,
indenture or other instrument, if the aggregate amount of indebtedness with
respect to which such default or acceleration has occurred exceeds $1.0 million;
and (7) any other Event of Default provided with respect to Debt Securities of
such series. If any Event of Default described above shall occur and be
continuing, then either the Trustee or the Holders of at least 25% in principal
amount of the outstanding Debt Securities of that series may declare the
principal amount (or, if any of the Offered Debt Securities are Original Issue
Discount Securities, such portion of the principal amount of such Debt
Securities as may be specified by the terms thereof) of all of the Offered Debt
Securities to be due and payable immediately. (SECTIONS 501 AND 502)
The Indenture provides that the Trustee, within 90 days after the
occurrence of a default with respect to any series of Debt Securities, shall
give to the Holders of Debt Securities of that series notice of all uncured
defaults known to it (the term default to mean any events specified above which
is, or after notice or lapse of time or both would become, an Event of Default
with respect to the Offered Debt Securities); provided that, except in the case
of default in the payment of the principal of (or premium, if any) or interest
on any Debt Securities or in the payment of any sinking fund installment with
respect to the Offered Debt Securities, the Trustee shall be protected in
withholding such notice if it in good faith determines that the withholding of
such notice is in the interest of the Holders of Debt Securities. (SECTION 602)
The Company is required to furnish to the Trustee annually a certificate by
certain officers of the Company stating whether or not to the best of their
knowledge the Company is in default in the fulfillment of its covenants under
the Indenture and, if there has been a default in the fulfillment of any such
covenant, specifying the nature and status of each such default. (SECTION 1005)
The Holders of a majority in principal amount of the outstanding Offered
Debt Securities (voting as one class) will have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Offered Debt Securities, and to
waive certain defaults. (SECTIONS 512 AND 513)
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The Indenture provides that in case an Event of Default shall occur and be
continuing, the Trustee shall exercise such of its rights and powers under the
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. (SECTION 601)
Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request or
direction of any of the Holders of Debt Securities unless they shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction. (SECTION 603)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company shall not consolidate with or merge into, or transfer all or
substantially all of its assets to, any person unless (i) that person (including
the successor corporation) is a corporation organized under the laws of the
United States of America or any State or the District of Columbia; (ii) that
person (including the successor corporation) assumes by supplemental Indenture
all of the Company's obligations on Debt Securities outstanding at that time;
and (iii) after giving effect thereto, no Event of Default, and no event which,
after notice or lapse of time, would become an Event of Default shall have
occurred and be continuing. The Indenture further provides that no such
consolidation or merger of the Company with or into any other corporation and no
conveyance or transfer of all or substantially all of its property to any person
may be made if, as a result thereof, any Principal Property of the Company or
any Restricted Subsidiary would become subject to a Mortgage which is not
expressly excluded from the restrictions or permitted by the provisions of
SECTION 1006 (see "Restrictions on Debt") unless the Debt Securities are secured
equally and ratably with (or, at the Company's option, prior to) the Debt
secured by such Mortgage by a lien upon such Principal Property. (SECTION 801)
DEFEASANCE
The Prospectus Supplement will state whether any defeasance provision will
apply to any Offered Debt Securities which are the subject thereof.
The Indenture provides, if such provision is made applicable to the Debt
Securities of any series pursuant to SECTION 301 of the Indenture, that the
Company may elect either (A) to defease and be discharged from any and all
obligations with respect to such Debt Securities (except for the obligation to
register the transfer or exchange of such Debt Securities, to replace temporary
or mutilated, destroyed, lost or stolen Debt Securities, to maintain an office
or agency in respect of the Debt Securities and to hold moneys for payment in
trust) ("DEFEASANCE") or (B) to be released from its obligations with respect to
such Debt Securities under SECTIONS 501(5), 1006 and 1007 of the Indenture
(being the cross-default provisions described in clause (6) under "EVENTS OF
DEFAULT AND REMEDIES" and the restrictions described under "Restrictions on
Debt" and "Restrictions on Sales and Leasebacks", respectively) ("COVENANT
DEFEASANCE"), upon the deposit with the Trustee (or other qualifying trustee),
in trust for such purpose, of money and/or U.S. Government Obligations which
through the payment of principal and interest in accordance with their terms
will provide money in an amount sufficient to pay the principal of (and premium,
if any) and interest, if any, on such Debt Securities, and any mandatory sinking
fund or analogous payments thereon, on the scheduled due dates therefor. In the
case of defeasance, the Holders of such Debt Securities are entitled to receive
payments in respect of such Debt Securities solely from such trust. Such a trust
may only be established if, among other things, the Company has delivered to the
Trustee an opinion of counsel (as specified in the Indenture) to the effect that
the Holders of such Debt Securities will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
or covenant defeasance had not occurred. Such opinion, in the case of defeasance
under clause (A) above, must refer to and be based upon a ruling of the Internal
Revenue Service or a change in applicable federal income tax law occurring after
the date of the Indenture. The Prospectus Supplement may further describe the
provisions, if any, permitting such defeasance or covenant defeasance with
respect to the Debt Securities of a particular series. (ARTICLE THIRTEEN)
MODIFICATION
Modifications and amendments of the Indenture may be made by the Company
and the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the outstanding Debt Securities issued under the
Indenture which are affected by the modification or amendment (which Holders, in
the case of a Global Security, shall be the Depositary appointed therefor),
provided that no such modification or amendment may, without the consent of each
Holder of such Debt Security affected thereby: (1) change the Stated Maturity of
the principal of, or any installment of principal of or interest, if any, on,
any such Debt Security; (2) reduce the principal amount of (or premium, if any)
or the interest, if any, on
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any such Debt Security or the principal amount due upon acceleration of an
Original Issue Discount Security; (3) change the place or currency of payment of
principal (or premium, if any) or interest, if any, on any such Debt Security;
(4) impair the right to institute suit for the enforcement of any such payment
on or with respect to any such Debt Security; (5) reduce the above-stated
percentage of Holders of Debt Securities necessary to modify or amend the
Indenture; or (6) modify the foregoing requirements or reduce the percentage of
outstanding Debt Securities necessary to waive compliance with certain
provisions of the Indenture or for waiver of certain defaults. (SECTION 902)
THE TRUSTEE
NationsBank of Georgia, National Association, is the Trustee under the
Indenture. The Company may maintain deposit accounts and conduct other banking
transactions with the Trustee in the normal course of the Company's business.
DESCRIPTION OF PREFERRED STOCK
Under the Company's Restated Certificate of Incorporation (the "CERTIFICATE
OF INCORPORATION"), the Company's Board of Directors (without any further vote
or action by the Company's stockholders) is authorized to provide for the
issuance, in one or more series, of up to (i) 50,000 shares of Convertible
Preferred Stock having a par value of $100.00 per share; (ii) 50,000 shares of
Non-Convertible Preferred Stock having a par value of $100.00 per share; and
(iii) 20,000,000 shares of Preferred Stock having a par value of $0.01 per share
(collectively, the "PREFERRED STOCK"). The Board of Directors is authorized to
fix the number of shares, the relative powers, preferences and rights, and the
qualifications, limitations or restrictions applicable to each series thereof by
resolution authorizing the issuance of such series. As of the date of this
Prospectus, there were no shares of Preferred Stock issued and outstanding.
The description below sets forth certain general terms and provisions of
each of the three classes of the Company's Preferred Stock to which a Prospectus
Supplement may relate. The specific terms of any series of Preferred Stock in
respect of which this Prospectus is being delivered (the "OFFERED PREFERRED
STOCK") will be described in the Prospectus Supplement relating to such Offered
Preferred Stock. The following summaries of certain provisions governing the
Company's preferred stock do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, the Certificate of
Incorporation and the certificate of designations relating to each particular
series of Offered Preferred Stock which will be filed with the Commission (and
incorporated by reference in the Registration Statement) in connection with such
Offered Preferred Stock.
If so indicated in the applicable Prospectus Supplement, the terms of any
series of Offered Preferred Stock may differ from the terms set forth below,
except those terms required by the Certificate of Incorporation.
GENERAL
The Offered Preferred Stock, when issued in accordance with the terms of
the Certificate of Incorporation and of the applicable certificate of
designations and as described in the applicable Prospectus Supplement, will be
fully paid and non-assessable.
To the extent not fixed in the Certificate of Incorporation, the relative
rights, preferences, powers, qualifications, limitations or restrictions of the
Offered Preferred Stock of any series will be as fixed by the Board of Directors
pursuant to a certificate of designations relating to such series. The
Prospectus Supplement relating to the Offered Preferred Stock of each such
series shall specify the terms thereof, including:
(1) The class, series title or designation and stated value (if any)
for such Offered Preferred Stock;
(2) The maximum number of shares of Offered Preferred Stock in such
series, the liquidation preference per share and the offering price per
share for such Offered Preferred Stock;
(3) The dividend preferences and the dividend rate(s), period(s)
and/or payment date(s) or method(s) of calculation thereof applicable to
such Offered Preferred Stock;
(4) The date from which dividends on such Offered Preferred Stock will
accumulate, if applicable, and whether dividends will be cumulative;
(5) The provisions for a retirement or sinking fund, if any, with
respect to such Offered Preferred Stock;
(6) The provisions for redemption, if applicable, of such Offered
Preferred Stock;
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(7) The voting rights, if any, of shares of such Offered Preferred
Stock;
(8) Any listing of such Offered Preferred Stock for trading on any
securities exchange or any authorization of such Offered Preferred Stock
for quotation in an interdealer quotation system of a registered national
securities association;
(9) The terms and conditions, if applicable, upon which such Offered
Preferred Stock will be convertible into, or exchangeable for, any other
securities of the Company, including the title of any such securities and
the conversion or exchange price therefor;
(10) A discussion of federal income tax considerations applicable to
such Offered Preferred Stock; and
(11) Any other specific terms, preferences, rights, limitations or
restrictions of such Offered Preferred Stock.
Subject to the terms of the Certificate of Incorporation and to any
limitations contained in the certificate of designations pertaining to any
then-outstanding series of Preferred Stock, the Company may issue additional
series of Preferred Stock at any time or from time to time, with such powers,
preferences and relative, participating, optional or other special rights and
qualifications, limitations or restrictions thereof, as the Board of Directors
shall determine, all without further action of the stockholders, including the
holders of any then-outstanding series of any class of Preferred Stock of the
Company.
DIVIDENDS
Holders of any series of Offered Preferred Stock will be entitled to
receive cash dividends when, as and if declared by the Board of Directors of the
Company out of funds of the Company legally available therefor, at such rate and
on such dates as will be set forth in the applicable Prospectus Supplement. Each
dividend will be payable to holders of record as they appear on the stock books
of the Company on the record date fixed by the Board of Directors. Dividends, if
cumulative, will be cumulative from and after the date set forth in the
applicable Prospectus Supplement.
LIQUIDATION RIGHTS
The Company's Certificate of Incorporation provides that, in the event of a
liquidation or dissolution of the Company, or a winding up of its affairs,
whether voluntary or involuntary, or in the event of a merger or consolidation
of the Company, no distributions will be made to holders of any class of the
Company's common stock until after payment or provision for payment of the debts
or liabilities of the Company and any amounts to which holders of shares of any
class of the Company's preferred stock shall be entitled. The applicable
Prospectus Supplement will specify the amount and type of distributions to which
the holders of any series of Offered Preferred Stock would be entitled upon the
occurrence of any such event.
REDEMPTION
If so provided in the applicable Prospectus Supplement, the Offered
Preferred Stock will be redeemable in whole or in part at the option of the
Company, at the times, at the redemption prices and in accordance with any
additional terms and conditions set forth therein.
VOTING RIGHTS
Except as indicated in the applicable Prospectus Supplement, or except as
expressly required by applicable law, the holders of any series of Offered
Preferred Stock will not be entitled to vote.
CONVERSION
The terms and conditions, if any, on which shares of the Offered Preferred
Stock are convertible into any other class of the Company's securities will be
set forth in the Prospectus Supplement relating thereto. Such terms will include
the designation of the security into which such shares are convertible, the
conversion price, the conversion period, provisions as to whether conversion
will be at the option of the holder or the Company, the events requiring an
adjustment of the conversion price and provisions affecting conversion in the
event of the redemption of the Offered Preferred Stock. In the case of
conversion of the Offered Preferred Stock into Common Stock or into any other
security of the Company for which there exists an established public trading
market at the time of such conversion, such terms may include provisions under
which the amount of such security to be received by the holders of the Offered
Preferred Stock would be calculated according to the market price of such
security as of a time stated in the Prospectus Supplement.
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DESCRIPTION OF COMMON STOCK
AND CLASS C COMMON STOCK
GENERAL
The Company may issue, separately or together with or upon the conversion
of or in exchange for other Securities, Common Stock and/or Class C Common
Stock, all as set forth in the accompanying Prospectus Supplement relating to
any Common Stock or Preferred Stock in respect of which this Prospectus is being
delivered. The following summaries do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, the following
documents: (i) the Certificate of Incorporation; (ii) the Company's By-Laws, as
amended to date (the "BY-LAWS"); and (iii) the certificate of designations filed
by the Company with respect to shares of any series of Preferred Stock which may
be issued subsequent to the date of this Prospectus (and as described in any
applicable Prospectus Supplement). Copies of each of the Restated Certificate of
Incorporation of the Company and the Bylaws of the Company, as amended, are
filed as exhibits to the Registration Statement.
In addition to the three classes of Preferred Stock described above, the
authorized capital stock of the Company consists of (i) 30,000,000 shares of
Common Stock having a par value of $1.00 per share; (ii) 10,000,000 shares of
Class B Common Stock having a par value of $1.00 per share; and (iii) 20,000,000
shares of Class C Common Stock having a par value of $1.00 per share. As of July
18, 1994, the Company had issued and outstanding: (i) 7,958,059 shares of Common
Stock; (ii) options to purchase an aggregate of 250,000 shares of Common Stock,
of which options to purchase an aggregate of 212,500 shares were currently
exercisable; and (iii) 1,336,362 shares of Class B Common Stock. There are no
outstanding shares of Class C Common Stock.
The outstanding shares of Common Stock and Class B Common Stock are, and
any shares of Common Stock or Class C Common Stock offered hereby will be, upon
issuance and payment therefor in accordance with the Certificate of
Incorporation and as described in the applicable Prospectus Supplement, fully
paid and non-assessable.
VOTING RIGHTS
The Certificate of Incorporation provides that holders of Common Stock,
Class B Common Stock and Class C Common Stock shall, except to the extent
provided by law, vote together as a single voting group on any matters brought
before the Company's shareholders. Holders of Common Stock are entitled to one
(1) vote per share on all such matters, while holders of Class B Common Stock
are entitled to twenty (20) votes per share on all such matters and holders of
Class C Common Stock are entitled to one-twentieth ( 1/20) vote per share on all
such matters. Neither Common Stock, Class B Common Stock nor Class C Common
Stock possess any cumulative voting rights under the Certificate of
Incorporation.
Under the Certificate of Incorporation, the Company may not change the
relative rights, preferences, privileges, restrictions, dividend rights, voting
powers or other powers of the Common Stock, Class B Common Stock or Class C
Common Stock without the affirmative vote of not less than two-thirds of all the
votes entitled to be voted by the holders of each class of stock adversely
affected thereby voting as a separate class; provided, however, that any
proposed amendment to the Certificate of Incorporation which would increase the
authorized number of shares of Common Stock, Class B Common Stock or Class C
Common Stock would be subject to approval by a majority of all the votes
entitled to be voted by holders of Common Stock, Class B Common Stock and Class
C Common Stock, voting together as a single class.
DIVIDENDS
GENERAL.
Subject to any prior rights of holders of any then-outstanding shares of
Preferred Stock, and to the provisions regarding relative dividend rights
discussed below, holders of all three classes of the Company's common stock are
entitled to receive dividends when, as and if declared by the Company's Board of
Directors out of funds legally available therefor. See also "DESCRIPTION OF
PREFERRED STOCK -- Dividends".
RELATIVE DIVIDEND RIGHTS.
Holders of Class B Common Stock are entitled to receive such dividends,
including stock dividends, if any, in such amounts and at such rates per share
as may be declared by the Company's Board of Directors out of funds legally
available therefor; provided, however, that any such dividends may not exceed
any such dividends declared and paid to holders of Common Stock. Holders of
Common Stock are entitled to receive such dividends, including stock dividends,
if any, in such amounts and at such rates as may be declared by the Board of
Directors out of funds legally available therefor, which may
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exceed any such dividends declared and paid to holders of Class B Common Stock.
A dividend of shares may be declared and paid in Common Stock to holders of
Common Stock and in Class B Common Stock to holders of Class B Common Stock, if
the number of shares paid per share to holders of Common Stock and Class B
Common Stock are the same.
Any dividends declared and paid on Common Stock and Class C Common Stock
must be equal in amount or value and may exceed, but not be less than, any such
dividends declared and paid to holders of Class B Common Stock. Dividends of
shares of Common Stock may be paid to holders of Common Stock and Class C Common
Stock only or to holders of all classes of the Company's common stock if the
number of shares paid per share to such holders is the same. Similarly,
dividends of shares of Class B Common Stock may be paid to holders of Common
Stock and Class C Common Stock only or to holders of all classes of the
Company's common stock if the number of shares paid per share to such holders is
the same. Dividends of shares of Class C Common Stock may be paid to holders of
Common Stock and Class C Common Stock only or to holders of all classes of the
Company's common stock if the number of shares paid per share to such holders is
the same. Additionally, a dividend of Common Stock may be paid to holders of
Common Stock simultaneously with a dividend of Class B Common Stock to holders
of Class B Common Stock and a dividend of Class C Common Stock to holders of
Class C Common Stock, provided that the number of shares paid per share to
holders of each such class is the same.
If only shares of Class B Common Stock and Class C Common Stock are
outstanding, then a dividend of shares of Class C Common Stock, Class B Common
Stock or Common Stock may be declared and paid to holders of Class C Common
Stock only or to holders of Class B Common Stock and Class C Common Stock if the
number of shares paid per share to such holders is the same; provided that a
dividend of shares of Class B Common Stock may be paid to holders of Class B
Common Stock while holders of Class C Common Stock receive Common Stock or Class
C Common Stock if the number of shares paid to such holders is the same.
Additionally, if only shares of Class B Common Stock and Class C Common Stock
are outstanding, a dividend of shares of Common Stock or Class B Common Stock
may be declared and paid to holders of Class B Common Stock, provided that a
dividend of shares of Common Stock or Class C Common Stock is declared and paid
to holders of Class C Common Stock and the number of shares paid per share to
such holders is the same.
If only shares of Common Stock and Class C Common Stock are outstanding,
then a dividend of shares of Common Stock, Class B Common Stock, or Class C
Common Stock may be declared and paid to the holders of both Common Stock and
Class C Common Stock; provided that the number of shares paid per share to such
holders is the same. Additionally, if only shares of Common Stock and Class C
Common Stock are outstanding, a dividend of Common Stock may be paid to holders
of Common Stock and a dividend of Class C Common Stock paid to holders of Class
C Common Stock if the number of shares paid per share to such holders is the
same.
PREEMPTIVE RIGHTS
Except as may be otherwise stated in any applicable Prospectus Supplement,
holders of the Common Stock, Class B Common Stock and Class C Common Stock do
not have any preemptive or other rights to subscribe for additional shares of
any class of the Company's capital stock.
LIQUIDATION RIGHTS
The Certificate of Incorporation provides that, in the event of any
liquidation or dissolution of the Company, or a winding up of its affairs,
whether voluntary or involuntary, or in the event of a merger or consolidation
of the Company, no distributions will be made to holders of any class of the
Company's common stock until after payment or provision for payment of the debts
or liabilities of the Company and any amounts to which holders of shares of any
then-outstanding class of Preferred Stock shall be entitled. After making such
payments (or provisions therefor), holders of the Common Stock, Class B Common
Stock and Class C Common Stock would be entitled to share ratably (I.E., an
equal amount of assets for each share of such stock) in the distribution of the
remaining assets of the Company.
CONVERSION RIGHTS
Except as stated otherwise in any applicable Prospectus Supplement, shares
of Common Stock and Class C Common Stock do not possess any conversion rights.
Shares of Class B Common Stock are convertible, at the option of the holder
thereof and without the payment of any additional consideration to the Company,
into shares of Common Stock on a one share for one share basis. Shares of Class
B Common Stock are not convertible into shares of Class C Common Stock.
13

<PAGE>
TRANSFERABILITY AND PUBLIC TRADING MARKET
Except as stated otherwise in any applicable Prospectus Supplement, there
are no restrictions on the transferability of shares of Common Stock, Class B
Common Stock or Class C Common Stock. The Common Stock currently trades on The
Nasdaq Stock Market (National Market) with the symbol "COKE". Neither the Class
B Common Stock nor the Class C Common Stock is currently listed for trading on
any securities exchange or authorized for quotation in an interdealer quotation
system of a registered national securities association.
OTHER FACTORS
PROVISION REGARDING REDEMPTION OR CALL OF CLASS C COMMON STOCK.
The Certificate of Incorporation specifically provides that shares of the
Class C Common Stock shall not be made subject to any redemption or call by the
Company.
STOCK SPLITS AND REVERSE STOCK SPLITS.
The Certificate of Incorporation provides that, except for dividends of the
Company's stock, which are governed by the provisions described above, shares of
Class B Common Stock outstanding at any time shall not be split up or
subdivided, whether by stock distribution, reclassification, recapitalization,
or otherwise, so as to increase the number of shares thereof issued and
outstanding, unless at the same time the shares of Common Stock are split up or
subdivided, whether by stock distribution, reclassification, recapitalization,
or otherwise, so that the number of shares thereof outstanding shall be
proportionately increased in order to maintain the same proportionate equity
ownership (I.E., the same proportion of shares held by each class) between the
holders of Common Stock and Class B Common Stock as existed on the record date
of any such transaction.
Except in the case of dividends of the Company's stock, the Certificate of
Incorporation also provides that, if shares of Common Stock and Class B Common
Stock outstanding at any time are split or subdivided, whether by stock
distribution, reclassification, recapitalization, or otherwise, so as to
increase the number of shares thereof issued and outstanding, then the shares of
Class C Common Stock shall be split or subdivided, whether by stock
distribution, reclassification, recapitalization, or otherwise, so that the
number of shares thereof outstanding shall be proportionately increased in order
to maintain the same proportionate equity ownership (I.E., the same proportion
of shares held by each class) among the holders of Common Stock, Class B Common
Stock, and Class C Common Stock as existed on the date prior to such split or
subdivision. Similarly, if shares of Class C Common Stock shall be split or
subdivided in any manner, then all other outstanding classes of the Company's
common stock shall be proportionately split or subdivided.
In the case of reverse splits, the Certificate of Incorporation provides
that shares of Common Stock outstanding at any time shall not be reverse split
or combined, whether by reclassification, recapitalization or otherwise, so as
to decrease the number of shares thereof issued and outstanding, unless at the
same time the shares of Class B Common Stock are reverse split or combined so
that the number of shares thereof outstanding shall be proportionately decreased
in order to maintain the same proportionate ownership between the holders of
Common Stock and Class B Common Stock as existed on the record date of any such
transaction.
The Certificate of Incorporation also provides that if shares of Common
Stock and Class B Common Stock outstanding at any time are reverse split or
combined, whether by reclassification, recapitalization, or otherwise, so as to
decrease the number of shares thereof issued and outstanding, then the shares of
all other classes of the Company's common stock shall be reverse split or
combined so that the number of shares thereof outstanding shall be
proportionately decreased in order to maintain the same proportionate ownership
(I.E., the same proportion of shares held by each class) between the holders of
Common Stock, Class B Common Stock and Class C Common Stock as existed on the
date prior to the reverse split or combination. Similarly, if shares of Class C
Common Stock are reverse split or combined in any manner, all other outstanding
classes of the Company's common stock shall be proportionately reverse split or
combined.
CLASSIFICATION OF BOARD OF DIRECTORS.
The Company's Board of Directors is divided into three approximately equal
classes, having staggered terms of office of three years each. The affirmative
vote of the holders of not less than two thirds of all of the outstanding shares
of Common Stock, Class B Common Stock and Class C Common Stock, voting together
as a single class, is required for the approval of any amendment, alteration,
change or repeal of such classification of the Company's Board.
14

<PAGE>
PLAN OF DISTRIBUTION
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed from time
to time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Company may also
offer and sell the Securities in exchange for one or more of its outstanding
issues of debt or convertible debt securities, or in exchange for one or more
classes of securities of other issuers in connection with business combination
transactions. Each Prospectus Supplement will describe the method of
distribution of the Securities offered therein.
The Company may sell Securities in any of three ways: (i) through
underwriters or dealers; (ii) through agents; or (iii) directly to one or more
purchasers. The Prospectus Supplement with respect to a particular offering of
Securities will set forth the terms of the offering of such Securities,
including the name or names of any underwriters, dealers, or agents, the
purchase price of such Securities, the proceeds to the Company from such sale,
any delayed delivery arrangements, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering price, any
discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which such Securities may be listed.
If underwriters are used in the sale, the Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. The underwriter or underwriters with respect to a
particular underwritten offering of the Securities will be named in the
Prospectus Supplement relating to such offering, and if an underwriting
syndicate is used, the managing underwriter or underwriters will be set forth on
the cover of such Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement relating thereto, the obligations of the underwriters or
agents to purchase a particular offering of Securities will be subject to
conditions precedent, and the underwriters will be obligated to purchase all the
particular Securities offered if any are purchased.
If dealers are utilized in the sale of a particular offering of Securities
with respect to which this Prospectus is delivered, the Company will sell such
Securities to the dealers as principals. The dealers may then resell such
Securities to the public at varying prices to be determined by such dealers at
the time of resale. The names of the dealers and the terms of the transaction
will be set forth in the Prospectus Supplement relating thereto. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Only underwriters named in a Prospectus Supplement will be deemed to be
underwriters in connection with the Securities described therein. Firms not so
named will have no direct or indirect participation in the underwriting of such
Securities, although such a firm may participate in the distribution of such
Securities under circumstances entitling it to a dealer's commission. It is
anticipated that any underwriting agreement pertaining to any such Securities
will (i) entitle the underwriters to indemnification by the Company against
certain civil liabilities under the Securities Act or to contribution with
respect to payments which the underwriters may be required to make in respect
thereof, (ii) provide that the obligations of the underwriters will be subject
to certain conditions precedent and (iii) provide that the underwriters
generally will be obligated to purchase all such Securities if any are
purchased.
Securities also may be offered directly by the Company or through agents
designated by the Company from time to time at fixed prices, which may be
changed, or at varying prices determined at the time of sale. Any such agent
will be named, and the terms of any such agency (including any commissions
payable by the Company to such agent) will be set forth, in the Prospectus
Supplement relating thereto. Unless otherwise indicated in such Prospectus
Supplement, any such agent will act on a reasonable best efforts basis for the
period of its appointment. Agents named in a Prospectus Supplement may be deemed
to be underwriters (within the meaning of the Securities Act) of the Securities
described therein and, under agreements which may be entered into with the
Company, may be entitled to indemnification by the Company against certain civil
liabilities under the Securities Act or to contribution with respect to payments
which the agents may be required to make in respect thereof.
If so indicated in a Prospectus Supplement, the Company will authorize
underwriters or other agents of the Company to solicit offers by certain
specified entities to purchase Securities from the Company pursuant to delayed
delivery contracts providing for payment and delivery at a specified future
date. The obligations of any purchaser under any such contract will not be
subject to any conditions except those described in such Prospectus Supplement.
Such Prospectus Supplement will set forth the commissions payable for
solicitations of such contracts.
15

<PAGE>
Underwriters and agents may from time to time purchase and sell Securities
in the secondary market, but are not obligated to do so, and there can be no
assurance that there will be a secondary market for the Securities or liquidity
in the secondary market if one develops. From time to time, underwriters and
agents may make a market in the Securities. A particular offering of Securities
may or may not be listed on a national securities exchange.
Underwriters and agents may engage in transactions with, or perform
services for, the Company and its subsidiaries in the ordinary course of
business.
EXPERTS
The consolidated financial statements and financial statement schedules
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
of Coca-Cola Bottling Co. Consolidated for the fiscal year ended January 2, 1994
have been so incorporated in reliance on the reports of Price Waterhouse,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.
Any financial statements and schedules hereafter incorporated by reference
in the Registration Statement of which this prospectus is a part that have been
audited and are the subject of a report by independent accountants will be so
incorporated by reference in reliance upon such reports and upon the authority
of such firms as experts in accounting and auditing to the extent covered by
consents filed with the Commission.
LEGAL OPINIONS
Certain legal matters relating to the Securities offered hereby will be
passed upon for the Company by Witt, Gaither & Whitaker, P.C., 1100 American
National Bank Building, Chattanooga, Tennessee 37402, and for any underwriters
or agents by Cravath, Swaine & Moore. John W. Murrey, III, a director of the
Company, is a member of Witt, Gaither & Whitaker, P.C.. As of July 18, 1994, he
beneficially owned, directly or indirectly, 500 shares of the Common Stock of
the Company. John F. Henry, Jr., Secretary of the Company, is also a member of
Witt, Gaither & Whitaker, P.C..
16

<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth those expenses to be incurred by the
registrant, Coca-Cola Bottling Co. Consolidated (the "COMPANY"), in connection
with the issuance and distribution of the securities being registered, other
than underwriting discounts and commissions. All of the amounts shown are
estimates, except the applicable Securities and Exchange Commission registration
fee.
<TABLE>
<S> <C>
SEC registration fee...................................................................... $137,931
Rating agency fees........................................................................ 150,000
Printing, engraving and postage expenses.................................................. 30,000
Legal fees................................................................................ 150,000
Accounting fees........................................................................... 50,000
Trustee's fees and expenses............................................................... 30,000
Blue Sky fees and expenses, including counsel fees........................................ 15,000
Miscellaneous expenses.................................................................... 15,000
Total................................................................................... $577,931
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation provides for
indemnification of all persons that it may indemnify pursuant to Section 145 of
the Delaware General Corporation Law ("SECTION 145").
Section 145 permits the Company to indemnify any person liable by reason of
the fact that he is or is threatened to be or was a party to a threatened,
pending or completed administrative, investigative, civil or criminal action,
suit or proceeding (including an action by or in the right of the Company) by
reason of the fact that he is or was a director, officer, employee or agent of
the Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another company or "other enterprise" against
expenses, judgments, fines and amounts paid in settlement he actually and
reasonably incurred in connection with such an action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed, to the best interests of the Company (and, in the case of a criminal
action or proceeding, had no reason to believe his conduct was unlawful). In the
case of an action by or in the right of the Company, indemnification is
generally limited to attorneys' fees and other expenses and is not available
with respect to any claim, issue or matter as to which the person was adjudged
liable to the Company unless the court determines that he is fairly and
reasonably entitled to indemnity for such expenses as the court shall deem
proper.
Expenses incurred by an officer or director in defending an action, suit or
proceeding may be paid by the Company in advance of the final disposition of
such an action, suit or proceeding if the officer or director agrees to repay
such amount in the event it is determined that he was not entitled to it. Such
expenses incurred by other employees or agents may be so paid upon such terms
and conditions, if any, as the Board of Directors of the Company deems
appropriate.
In addition, Section 145 permits the Company to purchase and maintain
insurance on behalf of any person who is or was an officer, director, employee
or agent serving as described above whether or not the Company would have the
power to indemnify such person under Section 145. The Company currently
maintains such policies for its directors and officers. Constituent corporations
and corporations resulting from consolidations and mergers may indemnify such
persons to the extent they would have had the power to indemnify as separate
entities.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In addition, the Company's Restated Certificate of Incorporation contains a
provision which eliminates, to the fullest extent permitted under Section
102(b)(7) of the Delaware General Corporation Law, the personal liability of the
Company's directors. Section 102(b)(7) provides that a director's personal
liability may not be eliminated: (i) for any matter in respect of which such
director shall be liable under Section 174 of the Delaware General Corporation
Law (relating to, among other things, willful or negligent payment of prohibited
dividends); (ii) for any breach of his duty of loyalty to the Company or its
stockholders; (iii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; or (iv) for any
transactions from which the director derived an improper personal benefit.
II-1

<PAGE>
Reference is made to Section 7 of the form of Underwriting Agreement (filed
herewith as Exhibit 1) for certain provisions with respect to indemnification of
certain officers and directors of the Company.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<C> <S>
1 Form of Underwriting Agreement (filed herewith)
3.1 Restated Certificate of Incorporation of the Company (filed herewith)
3.2 Bylaws of the Company, as amended (filed herewith)
4.1 Form of Indenture, dated as of July 20, 1994, between the Company and NationsBank of Georgia, National
Association, as Trustee (filed herewith)
4.2 Form of fixed rate redeemable or non-redeemable Debt Security (to be filed by amendment or incorporated
herein by reference)
4.3 Form of Certificate of Designations, Preferences, Rights and Limitations relating to Preferred Stock (to
be filed by amendment or incorporated herein by reference)
4.4 Form of Preferred Stock Certificate (to be filed by amendment or incorporated herein by reference)
4.5 Form of Common Stock Certificate (filed herewith)
4.6 Form of Class C Common Stock Certificate (to be filed by amendment or incorporated herein by reference)
5 Opinion of Witt, Gaither & Whitaker, P.C. (filed herewith)
12 Computation of Ratio of Earnings to Fixed Charges and of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends (filed herewith)
23.1 Consent of Witt, Gaither & Whitaker, P.C. (included in Exhibit 5)
23.2 Consent of Price Waterhouse (filed herewith)
24 Power of Attorney (included in Signature page of this Registration Statement)
25 Form T-1 Statement of Eligibility and Qualification of the Trustee under the Trust Indenture Act of 1939
(filed herewith and separately bound)
</TABLE>

ITEM 17. UNDERTAKINGS.
I. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that the Registrant need not file a post-effective amendment
to include the information required to be included by subsection (i) or (ii)
above if such information is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, which are incorporated by reference in the Registration Statement;
and
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
II. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2

<PAGE>
III. The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act ("ACT") in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
IV. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3

<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina on July 20, 1994.
COCA-COLA BOTTLING CO. CONSOLIDATED
By: /s/ J. FRANK HARRISON, III
J. FRANK HARRISON, III
VICE CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED. EACH PERSON WHOSE SIGNATURE APPEARS BELOW
HEREBY AUTHORIZES AND APPOINTS JAMES L. MOORE, JR. AND J. FRANK HARRISON, III,
AND EACH OF THEM, AS ATTORNEYS-IN-FACT, TO SIGN ON HIS BEHALF INDIVIDUALLY AND
IN THE CAPACITY DESIGNATED BELOW, AND TO FILE, ANY AMENDMENTS, INCLUDING POST
EFFECTIVE AMENDMENTS, TO THIS REGISTRATION STATEMENT.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/ J. FRANK HARRISON, JR. Chairman of the Board and Director July 20, 1994
J. FRANK HARRISON, JR.
/s/ J. FRANK HARRISON, III Vice Chairman of the Board, Chief July 20, 1994
Executive Officer and Director
J. FRANK HARRISON, III
/s/ REID M. HENSON Vice Chairman of the Board and Director July 20, 1994
REID M. HENSON
/s/ JAMES L. MOORE, JR. President, Chief Operating Officer and Director July 20, 1994
JAMES L. MOORE, JR.
Director
JOHN M. BELK
/s/ H. W. MCKAY BELK Director July 20, 1994
H. W. MCKAY BELK
Director
H. REID JONES
/s/ DAVID L. KENNEDY, JR. Director July 20, 1994
DAVID L. KENNEDY, JR.
/s/ JOHN W. MURREY, III Director July 20, 1994
JOHN W. MURREY, III
</TABLE>
II-4

<PAGE>
<TABLE>
<S> <C> <C>
Director
HERBERT L. OAKES
/s/ DAVID V. SINGER Vice President and Chief Financial Officer July 20, 1994
DAVID V. SINGER
/s/ STEVEN D. WESTPHAL Vice President and Controller July 20, 1994
STEVEN D. WESTPHAL
</TABLE>
II-5

<PAGE>
EXHIBITS

<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
<C> <S> <C>
1 Form of Underwriting Agreement (filed herewith)
3.1 Restated Certificate of Incorporation of the Company (filed herewith)
3.2 Bylaws of the Company, as amended (filed herewith)
4.1 Form of Indenture, dated as of July 20, 1994, between the Company and
NationsBank of Georgia, National Association, as Trustee (filed
herewith)
4.2 Form of fixed rate redeemable or non-redeemable Debt Security (to be
filed by amendment or incorporated herein by reference)
4.3 Form of Certificate of Designations, Preferences, Rights and Limitations
relating to Preferred Stock (to be filed by amendment or incorporated
herein by reference)
4.4 Form of Preferred Stock Certificate (to be filed by amendment or
incorporated herein by reference)
4.5 Form of Common Stock Certificate (filed herewith)
4.6 Form of Class C Common Stock Certificate (to be filed by amendment or
incorporated herein by reference)
5 Opinion of Witt, Gaither & Whitaker, P.C. (filed herewith)
12 Computation of Ratio of Earnings to Fixed Charges and of Ratio of
Earnings to Combined Fixed Charges and Preferred Stock Dividends (filed
herewith)
23.1 Consent of Witt, Gaither & Whitaker, P.C. (included in Exhibit 5)
23.2 Consent of Price Waterhouse (filed herewith)
24 Power of Attorney (included in Signature page of this Registration
Statement)
25 Form T-1 Statement of Eligibility and Qualification of the Trustee under
the Trust Indenture Act of 1939 (filed herewith and separately bound)
</TABLE>

***********************************************************************
APPENDIX
***********************************************************************

On the Prospectus cover appearing on the left side of the page rotated,
is the Redherring which reads: Information contained herein is subject to
completion or amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission. These securities
may not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.

On the Prospectus cover the Coca-Cola logo appears where indicated.

On the first page of Exhibit 4.5 a logo of Coca-Cola appears with
the following words in it:
Enjoy
Coca-Cola
Trademark(Registration Mark)

Also on the first page of Exhibit 4.5, the Coca-Cola logo appears twice
as follows:
Coca-Cola Bottling Co.

A seal appears on the first page of Exhibit 4.5 with the following
words:
COCA-COLA BOTTLING CO. CONSOLIDATED
CORPORATE SEAL

The signature of John W. Murrey III appears on the first page of
Exhibit 4.5 where indicated.

The signature of James L. Moore appears on the first page of
Exhibit 4.5 where indicated.

On the right side of the first page of Exhibit 4.5 the following
words are rotated 90 degrees to the right:

Countersigned and Registered:
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Charlotte, North Carolina) Transfer Agent
By and Registrar

Authorized Signature

On the right side of the second page of Exhibit 4.5, the following
words are rotated 90 degrees to the right:

NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the Certificate, in every particular,
without alteration or enlargement, or any change whatever.

On Exhibit 23.2 the signature of Price Waterhouse appears where noted.

Coca-Cola Bottling Co. Consolidated

$400,000,000

UNDERWRITING AGREEMENT

New York, New York
[Date]

To the Representatives
named in Schedule I
hereto of the Under-
writers named in
Schedule II hereto

Dear Sirs:

Coca-Cola Bottling Co. Consolidated, a Delaware
corporation (the "Company"), proposes to sell to the
underwriters named in Schedule II hereto (the
"Underwriters"), for whom you (the "Representatives") are
acting as representatives, (1) the principal amount, if any,
of its debt securities (including debt securities
convertible into common stock or preferred stock of the
Company ("Convertible Debt") identified in Schedule I hereto
(such debt securities, including Convertible Debt, the "Debt
Securities"), to be issued under an indenture (the
"Indenture") dated as of , 1994, between the
Company and , as trustee (the "Trustee");
(2) the shares of common stock, $1.00 par value, of the
Company, if any, identified in Schedule I hereto (the
"Common Stock"); (3) the shares of Class C common stock,
$1.00 par value, of the Company, if any, identified in
Schedule I hereto (the "Class C Common Stock"); (4) the
shares of preferred stock, $0.01 par value, of the Company,
if any, identified in Schedule I hereto (the "Preferred
Stock"); (5) the shares of convertible preferred stock,
$100.00 par value, of the Company, if any, identified in
Schedule I hereto (the "Convertible Preferred Stock");
and/or (6) the shares of non-convertible preferred stock,
$100.00 par value, of the Company, if any, identified in
Schedule I hereto (the "Nonconvertible Preferred Stock").
The Debt Securities, Common Stock, Class C Common Stock,
Preferred Stock, Convertible Preferred Stock, and
Nonconvertible Preferred Stock may be sold either separately

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or as units (the "Units") together with any of the
foregoing. The Debt Securities, Common Stock, Class C
Common Stock, Preferred Stock, Convertible Preferred Stock,
and Nonconvertible Preferred Stock described in Schedule I
hereto shall collectively be referred to herein as the
"Securities". The Common Stock, Class C Common Stock,
Preferred Stock, Convertible Preferred Stock, and
Nonconvertible Preferred Stock described in Schedule I
hereto shall collectively be referred to herein as the
"Equity Securities." If the firm or firms listed in
Schedule II hereto include only the firm or firms listed in
Schedule I hereto, then the terms "Underwriters" and
"Representatives", as used herein, shall each be deemed to
refer to such firm or firms.

1. Representations and Warranties. The Company
represents and warrants to, and agrees with, each Under-
writer as set forth below in this Section 1. Certain terms
used in this Section 1 are defined in paragraph (c) hereof.

(a) If the offering of the Securities is a
Delayed Offering (as specified in Schedule I hereto),
paragraph (i) below is applicable and, if the offering
of the Securities is a Non-Delayed Offering (as so
specified), paragraph (ii) below is applicable.

(i) The Company meets the requirements for
the use of Form S-3 under the Securities Act of
1933 (the "Act") and has filed with the Securities
and Exchange Commission (the "Commission") a
registration statement (the file number of which
is set forth in Schedule I hereto) on such Form,
including a basic prospectus, for registration
under the Act of the offering and sale of the
Securities. The Company may have filed one or
more amendments thereto, and may have used a
Preliminary Final Prospectus, each of which has
previously been furnished to you. Such registra-
tion statement, as so amended, has become effec-
tive. The offering of the Securities is a Delayed
Offering and, although the Basic Prospectus may
not include all the information with respect to
the Securities and the offering thereof required
by the Act and the rules thereunder to be included
in the Final Prospectus, the Basic Prospectus
includes all such information required by the Act
and the rules thereunder to be included therein as
of the Effective Date. The Company will next file

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with the Commission pursuant to Rules 415 and
424(b)(2) or (5) a final supplement to the form of
prospectus included in such registration statement
relating to the Securities and the offering
thereof. As filed, such final prospectus supple-
ment shall include all required information with
respect to the Securities and the offering thereof
and, except to the extent the Representatives
shall agree in writing to a modification, shall be
in all substantive respects in the form furnished
to you prior to the Execution Time or, to the
extent not completed at the Execution Time, shall
contain only such specific additional information
and other changes (beyond that contained in the
Basic Prospectus and any Preliminary Final Pro-
spectus) as the Company has advised you, prior to
the Execution Time, will be included or made
therein.

(ii) The Company meets the requirements for
the use of Form S-3 under the Act and has filed
with the Commission a registration statement (the
file number of which is set forth in Schedule I
hereto) on such Form, including a basic prospec-
tus, for registration under the Act of the offer-
ing and sale of the Securities. The Company may
have filed one or more amendments thereto,
including a Preliminary Final Prospectus, each of
which has previously been furnished to you. The
Company will next file with the Commission either
(x) a final prospectus supplement relating to the
Securities in accordance with Rules 430A and
424(b)(1) or (4), or (y) prior to the effective-
ness of such registration statement, an amendment
to such registration statement, including the form
of final prospectus supplement. In the case of
clause (x), the Company has included in such
registration statement, as amended at the Effec-
tive Date, all information (other than Rule 430A
Information) required by the Act and the rules
thereunder to be included in the Final Prospectus
with respect to the Securities and the offering
thereof. As filed, such final prospectus supple-
ment or such amendment and form of final prospec-
tus supplement shall contain all Rule 430A Infor-
mation, together with all other such required
information, with respect to the Securities and
the offering thereof and, except to the extent the

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Representatives shall agree in writing to a
modification, shall be in all substantive respects
in the form furnished to you prior to the Execu-
tion Time or, to the extent not completed at the
Execution Time, shall contain only such specific
additional information and other changes (beyond
that contained in the Basic Prospectus and any
Preliminary Final Prospectus) as the Company has
advised you, prior to the Execution Time, will be
included or made therein.

(b) On the Effective Date, the Registration
Statement did or will, and when the Final Prospectus is
first filed (if required) in accordance with
Rule 424(b) and on the Closing Date, the Final Pro-
spectus (and any supplement thereto) will, comply in
all material respects with the applicable requirements
of the Act, the Securities Exchange Act of 1934 (the
"Exchange Act") and the Trust Indenture Act of 1939
(the "Trust Indenture Act") and the respective rules
thereunder; on the Effective Date, the Registration
Statement did not or will not contain any untrue
statement of a material fact or omit to state any
material fact required to be stated therein or neces-
sary in order to make the statements therein not
misleading; on the Effective Date and on the Closing
Date the Indenture did or will comply in all material
respects with the requirements of the Trust Indenture
Act and the rules thereunder; and, on the Effective
Date, the Final Prospectus, if not filed pursuant to
Rule 424(b), did not or will not, and on the date of
any filing pursuant to Rule 424(b) and on the Closing
Date, the Final Prospectus (together with any
supplement thereto) will not, include any untrue
statement of a material fact or omit to state a mate-
rial fact necessary in order to make the statements
therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that
the Company makes no representations or warranties as
to (i) that part of the Registration Statement which
shall constitute the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act
of the Trustee or (ii) the information contained in or
omitted from the Registration Statement or the Final
Prospectus (or any supplement thereto) in reliance upon
and in conformity with information furnished in writing
to the Company by or on behalf of any Underwriter
through the Representatives specifically for inclusion
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in the Registration Statement or the Final Prospectus
(or any supplement thereto).

(c) The terms which follow, when used in this
Agreement, shall have the meanings indicated. The term
"the Effective Date" shall mean each date that the
Registration Statement and any post-effective amendment
or amendments thereto became or become effective and
each date after the date hereof on which a document
incorporated by reference in the Registration Statement
is filed. "Execution Time" shall mean the date and
time that this Agreement is executed and delivered by
the parties hereto. "Basic Prospectus" shall mean the
prospectus referred to in paragraph (a) above contained
in the Registration Statement at the Effective Date
including, in the case of a Non-Delayed Offering, any
Preliminary Final Prospectus. "Preliminary Final
Prospectus" shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the
Securities and the offering thereof and is used prior
to filing of the Final Prospectus. "Final Prospectus"
shall mean the prospectus supplement relating to the
Securities that is first filed pursuant to Rule 424(b)
after the Execution Time, together with the Basic
Prospectus or, if, in the case of a Non-Delayed
Offering, no filing pursuant to Rule 424(b) is
required, shall mean the form of final prospectus
relating to the Securities, including the Basic
Prospectus, included in the Registration Statement at
the Effective Date. "Registration Statement" shall
mean the registration statement referred to in
paragraph (a) above, including incorporated documents,
exhibits and financial statements, as amended at the
Execution Time (or, if not effective at the Execution
Time, in the form in which it shall become effective)
and, in the event any post-effective amendment thereto
becomes effective prior to the Closing Date (as
hereinafter defined), shall also mean such registration
statement as so amended. Such term shall include any
Rule 430A Information deemed to be included therein at
the Effective Date as provided by Rule 430A.
"Rule 415", "Rule 424", "Rule 430A" and "Regulation S-
K" refer to such rules or regulation under the Act.
"Rule 430A Information" means information with respect
to the Securities and the offering thereof permitted to
be omitted from the Registration Statement when it
becomes effective pursuant to Rule 430A. Any reference
herein to the Registration Statement, the Basic

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Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under
the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be; and any reference
herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration
Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to
refer to and include the filing of any document under
the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be, deemed to be
incorporated therein by reference. A "Non-Delayed
Offering" shall mean an offering of securities which is
intended to commence promptly after the effective date
of a registration statement, with the result that,
pursuant to Rules 415 and 430A, all information (other
than Rule 430A Information) with respect to the secu-
rities so offered must be included in such registration
statement at the effective date thereof. A "Delayed
Offering" shall mean an offering of securities pursuant
to Rule 415 which does not commence promptly after the
effective date of a registration statement, with the
result that only information required pursuant to
Rule 415 need be included in such registration state-
ment at the effective date thereof with respect to the
securities so offered. Whether the offering of the
Securities is a Non-Delayed Offering or a Delayed
Offering shall be set forth in Schedule I hereto.

2. Purchase and Sale. (a) Subject to the terms
and conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to
each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto the principal amount or
number of shares or Units of Securities set forth opposite
such Underwriter's name in Schedule II hereto, except that,
in the case of Debt Securities, if Schedule I hereto
provides for the sale of such Debt Securities pursuant to
delayed delivery arrangements, the respective principal
amount of Securities to be purchased by the Underwriters
shall be as set forth in Schedule II hereto less the

<PAGE>

respective amounts of Contract Securities determined as
provided below. Securities to be purchased by the
Underwriters are herein sometimes called the "Underwriters'
Securities" and Securities to be purchased pursuant to
Delayed Delivery Contracts as hereinafter provided are
herein called "Contract Securities".

(b) If so provided in Schedule I hereto, the
Underwriters are authorized to solicit offers to purchase
Securities from the Company pursuant to delayed delivery
contracts ("Delayed Delivery Contracts"), substantially in
the form of Schedule II hereto but with such changes therein
as the Company may authorize or approve. The Underwriters
will endeavor to make such arrangements and, as compensation
therefor, the Company will pay to the Representatives, for
the account of the Underwriters, on the Closing Date, the
percentage set forth in Schedule I hereto of the principal
amount of the Debt Securities for which such Delayed
Delivery Contracts are made. Delayed Delivery Contracts are
to be with institutional investors, including commercial and
savings banks, insurance companies, pension funds,
investment companies, educational and charitable
institutions. The Company will enter into Delayed Delivery
Contracts in all cases where such sales of Contract
Securities arranged by the Underwriters have been approved
by the Company (it being understood that the Company may
reasonably withhold such approval) but, except as the
Company may otherwise agree, each such Delayed Delivery
Contract must be for not less than the minimum principal
amount set forth in Schedule I hereto and the aggregate
principal amount set forth in Schedule I hereto and the
aggregate principle amount of Contract Securities may not
exceed the maximum aggregate principal amount set forth in
Schedule I hereto. The Underwriters will not have any
responsibility in respect of the validity or performance of
Delayed Delivery Contracts. The principal amount of Secu-
rities to be purchased by each Underwriter as set forth in
Schedule II hereto shall be reduced by an amount which shall
bear the same proportion to the total principal amount of
Contract Securities as the principal amount of Securities
set forth opposite the name of such Underwriter bears to the
aggregate principal amount set forth in Schedule II hereto,
except to the extent that you determine that such reduction
shall be otherwise than in such proportion and so advise the
Company in writing; provided, however, that the total prin-
cipal amount of Securities to be purchased by all Under-
writers shall be the aggregate principal amount forth in

<PAGE>

Schedule II hereto less the aggregate principal amount of
Contract Securities.

3. Delivery and Payment. Delivery of and payment
for the Underwriter's Securities shall be made on the date
and at the time specified in Schedule I hereto (or such
later date not later than five business days after such
specified date as the Representatives shall designate),
which date and time may be postponed by agreement between
the Representatives and the Company or as provided in
Section 8 hereof (such date and time of delivery and payment
for the Underwriter's Securities being herein called the
"Closing Date"). Delivery of the Underwriter's Securities
shall be made to the Representatives for the respective
accounts of the several Underwriters against payment by the
several Underwriters through the Representatives of the
purchase price thereof to or upon the order of the Company
by certified or official bank check or checks drawn on or by
a New York Clearing House bank and payable in next day
funds. Delivery of the Underwriter's Securities shall be
made at such location as the Representatives shall reason-
ably designate at least one business day in advance of the
Closing Date and payment for the Securities shall be made at
the office specified in Schedule I hereto. Certificates for
the Underwriter's Securities shall be registered in such
names and in such denominations as the Representatives may
request not less than three full business days in advance of
the Closing Date.

The Company agrees to have the Underwriter's
Securities available for inspection, checking and packaging
by the Representatives in New York, New York, not later than
1:00 PM on the business day prior to the Closing Date.

4. Agreements. The Company agrees with the
several Underwriters that:

(a) The Company will use its best efforts to
cause the Registration Statement, if not effective at
the Execution Time, and any amendment thereto, to
become effective. Prior to the termination of the
offering of the Securities, the Company will not file
any amendment of the Registration Statement or supple-
ment (including the Final Prospectus or any Preliminary
Final Prospectus) to the Basic Prospectus unless the
Company has furnished you a copy for your review prior

<PAGE>

to filing and will not file any such proposed amendment
or supplement to which you reasonably object. Subject
to the foregoing sentence, the Company will cause the
Final Prospectus, properly completed, and any supple-
ment thereto to be filed with the Commission pursuant
to the applicable paragraph of Rule 424(b) within the
time period prescribed and will provide evidence
satisfactory to the Representatives of such timely
filing. The Company will promptly advise the Repre-
sentatives (i) when the Registration Statement, if not
effective at the Execution Time, and any amendment
thereto, shall have become effective, (ii) when the
Final Prospectus, and any supplement thereto, shall
have been filed with the Commission pursuant to
Rule 424(b), (iii) when, prior to termination of the
offering of the Securities, any amendment to the Regis-
tration Statement shall have been filed or become
effective, (iv) of any request by the Commission for
any amendment of the Registration Statement or supple-
ment to the Final Prospectus or for any additional
information, (v) of the issuance by the Commission of
any stop order suspending the effectiveness of the
Registration Statement or the institution or threaten-
ing of any proceeding for that purpose and (vi) of the
receipt by the Company of any notification with respect
to the suspension of the qualification of the Securi-
ties for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The
Company will use its best efforts to prevent the
issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.

(b) If, at any time when a prospectus relating to
the Securities is required to be delivered under the
Act, any event occurs as a result of which the Final
Prospectus as then supplemented would include any
untrue statement of a material fact or omit to state
any material fact necessary to make the statements
therein in the light of the circumstances under which
they were made not misleading, or if it shall be neces-
sary to amend the Registration Statement or supplement
the Final Prospectus to comply with the Act or the
Exchange Act or the respective rules thereunder, the
Company promptly will (i) prepare and file with the
Commission, subject to the second sentence of paragraph
(a) of this Section 4, an amendment or supplement which
will correct such statement or omission or effect such
compliance and (ii) supply any supplemented Prospectus

<PAGE>

to you in such quantities as you may reasonably
request.

(c) As soon as practicable, the Company will make
generally available to its security holders and to the
Representatives an earnings statement or statements of
the Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158
under the Act.

(d) The Company will furnish to the Representa-
tives and counsel for the Underwriters, without charge,
copies of the Registration Statement (including exhib-
its thereto) and, so long as delivery of a prospectus
by an Underwriter or dealer may be required by the Act,
as many copies of any Preliminary Final Prospectus and
the Final Prospectus and any supplement thereto as the
Representatives may reasonably request. The Company
will pay the expenses of printing or other production
of all documents relating to the offering.

(e) The Company will arrange for the qualifica-
tion of the Securities and any Debt Securities, Common
Stock, Class C Common Stock, Preferred Stock,
Convertible Preferred Stock, or Nonconvertible
Preferred Stock that may be issuable pursuant to the
exercise, conversion or exchange, as the case may be,
of the Securities offered by the Company, for sale
under the laws of such jurisdictions as the
Representatives may designate, will maintain such
qualifications in effect so long as required for the
distribution of the Securities, will arrange for the
determination of the legality of the Securities for
purchase by institutional investors, and will pay the
fee of the National Association of Securities Dealers,
Inc., in connection with its review, if any, of the
offering.

(f) Until the business date set forth on Sched-
ule I hereto, the Company will not, without the consent
of the Representatives, offer, sell or contract to
sell, or otherwise dispose of, directly or indirectly,
or announce the offering of, any securities issued or
guaranteed by the Company (other than the Securities)
and other than (i) as specified in Schedule I, or (ii)
sales of Equity Securities to The Coca-Cola Company
pursuant to its rights under the Stock Rights and

<PAGE>

Restrictions Agreement (the "Stock Agreement") dated as
of January 27, 1989.

(g) The Company will arrange for the listing of
any Equity Securities upon notice of issuance on any
national securities exchange or automated quotation
system designated in Schedule I hereto.

(h) The Company confirms as of the date hereof
that it is in compliance with all provisions of
Section 1 of Laws of Florida, Chapter 92-198, An Act
Relating to Disclosure of Doing Business with Cuba, and
the Company further agrees that if it commences
engaging in business with the government of Cuba or
with any person or affiliate located in Cuba after the
date the Registration Statement becomes or has become
effective with the Securities and Exchange Commission
or with the Florida Department of Banking and Finance
(the "Department"), whichever date is later, or if the
information reported in the Prospectus, if any,
concerning the Company's business with Cuba or with any
person or affiliate located in Cuba changes in any
material way, the Company will provide the Department
notice of such business or change, as appropriate, in a
form acceptable to the Department.

5. Conditions to the Obligations of the Under-
writers. The obligations of the Underwriters to purchase
the Underwriters' Securities shall be subject to the accu-
racy of the representations and warranties on the part of
the Company contained herein as of the Execution Time and
the Closing Date, to the accuracy of the statements of the
Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:

(a) If the Registration Statement has not become
effective prior to the Execution Time, unless the
Representatives agree in writing to a later time, the
Registration Statement will become effective not later
than (i) 6:00 PM New York City time, on the date of
determination of the public offering price, if such
determination occurred at or prior to 3:00 PM New York
City time on such date or (ii) 12:00 Noon on the
business day following the day on which the public
offering price was determined, if such determination
occurred after 3:00 PM New York City time on such date;
if filing of the Final Prospectus, or any supplement

<PAGE>

thereto, is required pursuant to Rule 424(b), the Final
Prospectus, and any such supplement, shall have been
filed in the manner and within the time period required
by Rule 424(b); and no stop order suspending the
effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall
have been instituted or threatened.

(b) The Company shall have furnished to the
Representatives the opinion of Witt, Gaither &
Whitaker, P.C., counsel for the Company, dated the
Closing Date, to the effect that:

(i) each of the Company, Coca-Cola Bottling
Co. Affiliated, Inc., Coca-Cola Bottling Company
of Mobile, Inc., Coca-Cola Bottling Company of
Nashville, Inc., Coca-Cola Bottling Company of
Roanoke, Inc., Columbus Coca-Cola Bottling
Company, Fayetteville Coca-Cola Bottling Company,
Panama City Coca-Cola Bottling Company, Tennessee
Soft Drink Production Company, The Coca-Cola
Bottling Company of West Virginia, Inc., Metrolina
Bottling Company, COBC, Inc., ECBC, Inc., MOBC,
Inc., NABC, Inc., PCBC, Inc., ROBC, Inc., WCBC,
Inc., and WVBC, Inc. (individually a "Subsidiary"
and collectively the "Subsidiaries"), is duly
incorporated and validly exists as a corporation
in good standing under the laws of the
jurisdiction in which it is chartered or
organized, with full corporate power and authority
to own, lease and operate its properties, and
conduct its business as described in the Final
Prospectus, and is duly qualified to do business
as a foreign corporation and is in good standing
under the laws of each jurisdiction which requires
such qualification wherein it owns or leases
material properties or conducts material business,
other than jurisdictions, except where the failure
so to qualify would not have a material adverse
effect.

(ii) the Company's 50% owned affiliate,
Piedmont Coca-Cola Bottling Partnership
("Piedmont") is a general partnership duly
organized and validly existing under the laws of
the State of Delaware, with full power and
authority to own, lease and operate its
properties, and to conduct its business as

<PAGE>

described in the Final Prospectus and each of its
corporate partners is duly registered and
qualified and is in good standing as a foreign
corporation authorized to do business in each
jurisdiction which requires such qualification
wherein Piedmont owns or leases material
properties or conducts material business, other
than jurisdictions, except where the failure so to
qualify would not have a material adverse effect.

(iii) all the outstanding shares of capital
stock of each Subsidiary have been duly and
validly authorized and issued and are fully paid
and nonassessable, and, except as otherwise set
forth in the Final Prospectus, all outstanding
shares of capital stock of the Subsidiaries and
the 50% partnership interest in Piedmont are owned
by the Company either directly or through wholly
owned subsidiaries free and clear of any perfected
security interest and, to the knowledge of such
counsel, after due inquiry, any other security
interests, claims, liens or encumbrances;

(iv) the Company's authorized equity capital-
ization is as set forth in the Final Prospectus;
the Securities conform to the description thereof
contained in the Final Prospectus; and, if the
Securities are to be listed on any securities
exchange or automated quotation system,
authorization therefor has been given, subject to
official notice of issuance and evidence of
satisfactory distribution, or the Company has
filed a preliminary listing application and all
required supporting documents with respect to the
Securities with such securities exchange or
automated quotation system and such counsel has no
reason to believe that the Securities will not be
authorized for listing, subject to official notice
of issuance and evidence of satisfactory
distribution;

(v) in the case of an offering of Debt
Securities, the Indenture has been duly
authorized, executed and delivered, and has been
duly qualified under the Trust Indenture Act; the
Indenture constitutes a legal, valid and binding
instrument enforceable against the Company in
accordance with its terms (subject, as to

<PAGE>

enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, fraudulent transfer,
moratorium or other laws relating to or affecting
the enforcement of creditors' rights generally
from time to time in effect and by general
equitable principles, including, without
limitation, concepts of materiality,
reasonableness, good faith and fair dealing,
regardless of whether such enforceability is
considered in equity or at law); and the Debt
Securities have been duly authorized and, when
executed and authenticated in accordance with the
provisions of the Indenture and delivered to and
paid for by the Underwriters pursuant to this
Agreement, in the case of the Underwriters'
Securities, or by the purchasers thereof pursuant
to Delayed Delivery Contracts, in the case of any
Contract Securities, will constitute legal, valid
and binding obligations of the Company, be
convertible or exercisable for other securities of
the Company in accordance with their terms as set
forth in the Final Prospectus, as the case may be,
and will be entitled to the benefits of the
Indenture; if the Debt Securities are convertible
or exercisable into Equity Securities, the shares
of Equity Securities issuable upon such conversion
or exercise will have been duly authorized and
reserved for issuance upon such conversion and,
when issued upon such conversion, will be validly
issued, fully paid and nonassessable; the
outstanding shares of such Equity Securities will
have been duly authorized and issued, will be
fully paid and nonassessable and will conform to
the description thereof contained in the Final
Prospectus; and the holders of outstanding capital
stock of the Company have no preemptive rights
with respect to any of such shares of Equity
Securities issuable upon such conversion, except
as provided in the Stock Agreement;

(vi) in the case of an offering of Common Stock
or Class C Common Stock, the shares of Common
Stock or Class C Common Stock have been duly and
validly authorized and, when issued and delivered
and paid for by the Underwriters pursuant to this
Agreement, will be fully paid and nonassessable
and will conform to the description thereof
contained in the Final Prospectus; the Common

<PAGE>

Stock has been duly authorized for listing,
subject to official notice of issuance, on the
National Association of Securities Dealers
Automated Quotation National Market System; the
certificates for the Common Stock or Class C
Common Stock are in valid and sufficient form; and
the holders of outstanding shares of capital stock
of the Company, are not entitled to preemptive or
other rights to subscribe for the Common Stock or
Class C Common Stock, except as provided in the
Stock Agreement.

(vii) in the case of an offering of Preferred
Stock, Convertible Preferred Stock or
Nonconvertible Preferred Stock, the Company has
authorized capital stock as set forth in the Final
Prospectus; the shares of Preferred Stock,
Convertible Preferred Stock, or Nonconvertible
Preferred Stock being delivered at such Closing
Date have been duly and validly authorized and,
when issued and delivered and paid for by the
Underwriters pursuant to this Agreement, will be
fully paid and nonassessable; the shares of
Preferred Stock, Convertible Preferred Stock, or
Nonconvertible Preferred Stock conform to the
descriptions thereof contained in the Final
Prospectus; and the stockholders of the Company
have no preemptive rights with respect to any of
such shares of Preferred Stock, Convertible
Preferred Stock or Nonconvertible Preferred Stock,
except as provided in the Stock Agreement. If the
shares of Preferred Stock or Convertible Preferred
Stock being delivered at such Closing Date are
convertible or exchangeable into Common Stock or
other securities (including Securities), such
shares of Preferred Stock or Convertible Preferred
Stock are, and the Contract Securities, when so
issued, delivered and sold, will be, convertible
or exchangeable into Common Stock or such other
securities in accordance with their terms; the
shares of such Common Stock or other securities
initially issuable upon conversion or exchange of
such shares of Preferred Stock or Convertible
Preferred Stock will have been duly authorized and
reserved for issuance upon such conversion or
exchange and, when issued upon such conversion or
exchange, will be duly issued, fully paid and
nonassessable; the outstanding shares of such

<PAGE>

Common Stock have been duly authorized and issued,
are fully paid and nonassessable and conform to
the description thereof contained in the Final
Prospectus;

(viii) to the best knowledge of such counsel,
there is no pending or threatened action, suit or
proceeding before any court or governmental
agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries
or Piedmont, of a character required to be
disclosed in the Registration Statement which is
not adequately disclosed in the Final Prospectus,
and there is no franchise, contract or other
document of a character required to be described
in the Registration Statement or Final Prospectus,
or to be filed as an exhibit, which is not
described or filed as required; and the statements
included or incorporated in the Final Prospectus
describing any legal proceedings or material
contracts or agreements relating to the Company,
its subsidiaries and Piedmont fairly summarize
such matters;

(ix) the Registration Statement has become
effective under the Act; any required filing of
the Basic Prospectus, any Preliminary Final
Prospectus and the Final Prospectus, and any
supplements thereto, pursuant to Rule 424(b) has
been made in the manner and within the time period
required by Rule 424(b); to the best knowledge of
such counsel, no stop order suspending the effec-
tiveness of the Registration Statement has been
issued, no proceedings for that purpose have been
instituted or threatened, and the Registration
Statement and the Final Prospectus (other than the
financial statements and other financial and
statistical information contained therein as to
which such counsel need express no opinion) comply
as to form in all material respects with the
applicable requirements of the Act, the Exchange
Act and the Trust Indenture Act and the respective
rules thereunder; and such counsel has no reason
to believe that at the Effective Date the Regis-
tration Statement contained any untrue statement
of a material fact or omitted to state any materi-
al fact required to be stated therein or necessary
to make the statements therein not misleading or

<PAGE>

that the Final Prospectus includes any untrue
statement of a material fact or omits to state a
material fact necessary to make the statements
therein, in the light of the circumstances under
which they were made, not misleading;

(x) this Agreement has been duly authorized,
executed and delivered by the Company;

(ix) any Delayed Delivery Contracts have been
duly authorized, executed and delivered by the
Company and are valid and binding agreements of
the Company enforceable in accordance with their
terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
fraudulent transfer, moratorium or other laws
relating to or affecting the enforcement of
creditors' rights generally from time to time in
effect and by general equitable principles,
including, without limitation, concepts of
materiality, good faith and fair dealing,
regardless of whether such enforceability is
considered in equity or at law);

(xii) no consent, approval, authorization or
order of any court or governmental agency or body
is required for the consummation of the trans-
actions contemplated herein or in any Delayed
Delivery Contracts, except such as have been
obtained under the Act and such as may be required
under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of
the Securities by the Underwriters and such other
approvals (specified in such opinion) as have been
obtained;

(xiii) neither the execution and delivery of the
Indenture, the issue and sale of the Securities,
nor the consummation of any other of the transac-
tions herein contemplated nor the fulfillment of
the terms hereof or of any Delayed Delivery
Contracts will conflict with, result in a breach
or violation of, or constitute a default under any
law or the charter or by-laws of the Company or
the terms of any indenture or other agreement or
instrument known to such counsel and to which the
Company or any of its subsidiaries or Piedmont is
a party or bound or any judgment, order or decree

<PAGE>

known to such counsel to be applicable to the
Company or any of its subsidiaries or Piedmont of
any court, regulatory body, administrative agency,
governmental body or arbitrator having
jurisdiction over the Company or any of its
subsidiaries or Piedmont;

(xiv) the information, if any, in the Final
Prospectus under "Taxation", has been reviewed by
them and constitutes a complete and accurate
summary of the matters disclosed thereunder;

(xv) no holders of securities of the Company
have rights to the registration of such securities
under the Registration Statement; and

(xvi) such other legal opinions as are set forth
on Schedule I hereto.

In rendering such opinion, Witt, Gaither & Whitaker,
P.C. may rely (A) as to matters involving the
application of laws of any jurisdiction other than the
States of Delaware, Tennessee and North Carolina or the
United States, to the extent deemed proper and speci-
fied in such opinion, upon the opinion of other counsel
of good standing believed to be reliable and who are
satisfactory to counsel for the Underwriters and (B) as
to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company and
public officials. References to the Final Prospectus
in this paragraph (b) include any supplements thereto
at the Closing Date.

(c) The Representatives shall have received from
Cravath, Swaine & Moore, counsel for the Underwriters,
such opinion or opinions, dated the Closing Date, with
respect to the issuance and sale of the Securities, the
Indenture, any Delayed Delivery Contracts, the Regis-
tration Statement, the Final Prospectus (together with
any supplement thereto) and other related matters as
the Representatives may reasonably require, and the
Company shall have furnished to such counsel such
documents as they request for the purpose of enabling
them to pass upon such matters.

(d) The Company shall have furnished to the
Representatives a certificate of the Company, signed by
the Chairman of the Board or the President and the

<PAGE>

principal financial or accounting officer of the
Company, dated the Closing Date, to the effect that the
signers of such certificate have carefully examined the
Registration Statement, the Final Prospectus, any
supplement to the Final Prospectus and this Agreement
and that:

(i) the representations and warranties of the
Company in this Agreement are true and correct in
all material respects on and as of the Closing
Date with the same effect as if made on the
Closing Date and the Company has complied with all
the agreements and satisfied all the conditions on
its part to be performed or satisfied at or prior
to the Closing Date;

(ii) no stop order suspending the effective-
ness of the Registration Statement has been issued
and no proceedings for that purpose have been
instituted or, to the Company's knowledge, threat-
ened; and

(iii) since the date of the most recent finan-
cial statements included in the Final Prospectus
(exclusive of any supplement thereto), there has
been no material adverse change in the condition
(financial or other), earnings, business affairs,
properties or business prospects of the Company
and its subsidiaries or Piedmont, whether or not
arising from transactions in the ordinary course
of business, except as set forth in or
contemplated in the Final Prospectus (exclusive of
any supplement thereto).

(e) At the Closing Date, Price Waterhouse shall
have furnished to the Representatives a letter or
letters (which may refer to letters previously
delivered to one or more of the Representatives), dated
as of the Closing Date, in form and substance satis-
factory to the Representatives, confirming that they
are independent accountants within the meaning of the
Act and the Exchange Act and the respective applicable

<PAGE>

published rules and regulations thereunder and that
they have performed the procedures specified by the
American Institute of Certified Public Accountants for a
review of interim financial information in accordance
with, and as described in, Statement of Auditing
Standards No. 71 for the latest unaudited financial
statements in or incorporated in the Registration
Statement or the Final Prospectus and stating in effect
that:

(i) in their opinion the audited financial
statements and financial statement schedules and
any pro forma financial statements of the Company
and its subsidiaries and of Piedmont included or
incorporated in the Registration Statement and the
Final Prospectus and reported on by them comply in
form in all material respects with the applicable
accounting requirements of the Act and the Ex-
change Act and the related published rules and
regulations;

(ii) on the basis of a reading of the latest
unaudited financial statements made available by
the Company and its subsidiaries; their limited
review in accordance with standards established by
the American Institute of Certified Public
Accountants under Statement of Auditing Standards
No. 71, of the unaudited interim financial
information of the Company and its subsidiaries;
carrying out certain specified procedures (but not
an examination in accordance with generally
accepted auditing standards) which would not
necessarily reveal matters of significance with
respect to the comments set forth in such letter;
a reading of the minutes of the meetings of the
stockholders, directors and the executive,
finance, audit, pension and compensation
committees of the Company and the Subsidiaries and
of the partnership proceedings of Piedmont; and
inquiries of certain officials of the Company and
Piedmont who have responsibility for financial and
accounting matters of the Company and its subsid-
iaries and of Piedmont as to transactions and
events subsequent to the date of the most recent<PAGE>

audited financial statements in or incorporated in
the Final Prospectus, nothing came to their
attention which caused them to believe that:

(1) any unaudited financial statements
included or incorporated in the Registration
Statement and the Final Prospectus do not
comply in form in all material respects with
applicable accounting requirements and with
the published rules and regulations of the
Commission with respect to financial state-
ments included or incorporated in quarterly
reports on Form 10-Q under the Exchange Act;
or that said unaudited financial statements
are not in conformity with generally accepted
accounting principles applied on a basis
substantially consistent with that of the
audited financial statements included or
incorporated in the Registration Statement
and the Final Prospectus;

(2) with respect to the period
subsequent to the date of the most recent
financial statements (other than any capsule
information), audited or unaudited, in or
incorporated in the Registration Statement
and the Final Prospectus, there were any
increases, at a specified date not more than
five business days prior to the date of the
letter, in the long-term debt of the Company
and its subsidiaries and of Piedmont or
capital stock of the Company, or decreases in
the stockholders' equity of the Company as
compared with the amounts shown on the most
recent consolidated balance sheet included or
incorporated in the Registration Statement
and the Final Prospectus, or for the period
from the date of the most recent financial
statements included or incorporated in the
Registration Statement and the Final Pro-
spectus to such specified date there were any
decreases, as compared with the corresponding
period in the preceding year in net sales,
gross margin, income from operations, income
before income taxes and effect of accounting
changes or in total or per share amounts of
net income applicable to common stockholders
of the Company and its subsidiaries, except

<PAGE>

in all instances for changes or decreases set
forth in such letter, in which case the
letter shall be accompanied by an explanation
by the Company as to the significance thereof
unless said explanation is not deemed
necessary by the Representatives;

(3) the information included in the
Registration Statement and Prospectus in
response to Regulation S-K, Item 301
(Selected Financial Data), Item 302
(Supplementary Financial Information), Item
402 (Executive Compensation) and Item 503(d)
(Ratio of Earnings to Fixed Charges) is not
in conformity with the applicable disclosure
requirements of Regulation S-K; or

(4) the amounts included in any
unaudited "capsule" information included or
incorporated in the Registration Statement
and the Final Prospectus do not agree with
the amounts set forth in the unaudited
financial statements for the same periods or
were not determined on a basis substantially
consistent with that of the corresponding
amounts in the audited financial statements
included or incorporated in the Registration
Statement and the Final Prospectus;

(iii) they have performed certain other speci-
fied procedures as a result of which they deter-
mined that certain information of an accounting,
financial or statistical nature (which is limited
to accounting, financial or statistical informa-
tion derived from the general accounting records
of the Company, its subsidiaries and Piedmont) set
forth in the Registration Statement and the Final
Prospectus and in Exhibit 12 to the Registration
Statement, including the information included or
incorporated in Items 1, 2, 6, 7 and 11 of the
Company's Annual report on Form 10-K, incorporated
in the Registration Statement and the Prospectus,
and the information included in the "Management's
Discussion and Analysis of Financial Condition and
Results of Operations" included or incorporated in
the Company's Quarterly Reports on Form 10-Q,
incorporated in the Registration Statement and the

<PAGE>

Final Prospectus, agrees with the accounting
records of the Company, its subsidiaries and
Piedmont, excluding any questions of legal
interpretation; and

(iv) if unaudited pro forma financial
statements are included or incorporated in the
Registration Statement and the Final Prospectus,
on the basis of a reading of the unaudited pro
forma financial statements, carrying out certain
specified procedures, inquiries of certain
officials of the Company and the acquired company
who have responsibility for financial and
accounting matters, and proving the arithmetic
accuracy of the application of the pro forma
adjustments to the historical amounts in the pro
forma financial statements, nothing came to their
attention which caused them to believe that the
pro forma financial statements do not comply in
form in all material respects with the applicable
accounting requirements of Rule 11-02 of Regula-
tion S-X or that the pro forma adjustments have
not been properly applied to the historical
amounts in the compilation of such statements.

References to the Final Prospectus in this para-
graph (e) include any supplement thereto at the date of the
letter.

In addition, except as provided in Schedule I
hereto, at the Execution Time, Price Waterhouse shall have
furnished to the Representatives a letter or letters, dated
as of the Execution Time, in form and substance satisfactory
to the Representatives, to the effect set forth above.

(f) Subsequent to the Execution Time or, if
earlier, the dates as of which information is given in
the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any
supplement thereto), there shall not have been (i) any
change or decrease specified in the letter or letters
referred to in paragraph (e) of this Section 5 or
(ii) any change, or any development involving a
prospective change, in or affecting the business or
properties of the Company, its subsidiaries and
Piedmont the effect of which, in any case referred to
in clause (i) or (ii) above, is, in the judgment of the
Representatives, so material and adverse as to make it

<PAGE>

impractical or inadvisable to proceed with the offering
or delivery of the Securities as contemplated by the
Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any
supplement thereto).

(g) Subsequent to the Execution Time, there shall
not have been any decrease in the rating of any of the
Company's debt securities by any "nationally recognized
statistical rating organization" (as defined for
purpose of Rule 436(g) under the Act) or any notice
given of any intended or potential decrease in any such
rating or of a possible change in any such rating that
does not indicate the direction of the possible change.

(h) At the Execution Time, the Company shall have
furnished to the Representatives a letter from each
officer and director of the Company and certain major
shareholders specified in Schedule I hereto, addressed
to the Representatives, in which each such person
agrees not to offer, sell or contract to sell, or
otherwise dispose of, directly or indirectly, or
announce an offering of, any shares of Equity
Securities beneficially owned by such person or any
securities convertible into, or exchangeable for,
shares of such Securities for a period specified in
Schedule I hereto following the Execution Time without
the prior written consent of the Representatives.

(i) Prior to the Closing Date, the Company shall
have furnished to the Representatives such further
legal opinions, information, certificates and documents
as the Representatives may reasonably request.

(j) The Company shall have accepted Delayed
Delivery Contracts in any case where sales of Contract
Securities arranged by the Underwriters have been
approved by the Company.

If any of the conditions specified in this Sec-
tion 5 shall not have been fulfilled in all material re-
spects when and as provided in this Agreement, or if any of
the opinions and certificates mentioned above or elsewhere
in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Repre-
sentatives and counsel for the Underwriters, this Agreement
and all obligations of the Underwriters hereunder may be
canceled at, or at any time prior to, the Closing Date by

<PAGE>

the Representatives. Notice of such cancellation shall be
given to the Company in writing or by telephone or telegraph
confirmed in writing.

The documents required to be delivered by this
Section 5 shall be delivered at the office of Cravath,
Swaine & Moore, counsel for the Underwriters, at Worldwide
Plaza, 825 Eighth Avenue, New York, New York, on the Closing
Date.

6. Reimbursement of Underwriters' Expenses. If
the sale of the Securities provided for herein is not con-
summated because any condition to the obligations of the
Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or
because of any refusal, inability or failure on the part of
the Company to perform any agreement herein or comply with
any provision hereof other than by reason of a default by
any of the Underwriters, the Company will reimburse the
Underwriters severally upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of one
Underwriters' counsel and one local counsel in each
jurisdiction) that shall have been incurred by them in
connection with the proposed purchase and sale of the
Securities.

7. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each Under-
writer, the directors, officers, employees and agents of
each Underwriter and each person who controls any Underwrit-
er within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or other-
wise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for
the registration of the Securities as originally filed or in
any amendment thereof, or in the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, or in
any amendment thereof or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as in-
curred, for any legal or other expenses reasonably incurred

<PAGE>

by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on
behalf of any Underwriter through the Representatives
specifically for inclusion therein. This indemnity agree-
ment will be in addition to any liability which the Company
may otherwise have.

(b) Each Underwriter severally agrees to indem-
nify and hold harmless the Company, each of its directors,
each of its officers who signs the Registration Statement,
and each person who controls the Company within the meaning
of either the Act or the Exchange Act, to the same extent as
the foregoing indemnity from the Company to each Under-
writer, but only with reference to written information
relating to such Underwriter furnished to the Company by or
on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement will be
in addition to any liability which any Underwriter may
otherwise have. The Company acknowledges that the state-
ments set forth in the last paragraph of the cover page,
under the heading "Underwriting" or "Plan of Distribution"
and, if Schedule I hereto provides for sales of Securities
pursuant to delayed delivery arrangements, in the last
sentence under the heading "Delayed Delivery Arrangements"
in any Preliminary Final Prospectus or the Final Prospectus
constitute the only information furnished in writing by or
on behalf of the several Underwriters for inclusion in the
documents referred to in the foregoing indemnity, and you,
as the Representatives, confirm that such statements are
correct.

(c) Promptly after receipt by an indemnified
party under this Section 7 of notice of the commencement of
any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writ-
ing of the commencement thereof; but the failure so to
notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such
failure results in the forfeiture by the indemnifying party

<PAGE>

of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The
indemnifying party shall be entitled to appoint counsel of
the indemnifying party's choice at the indemnifying party's
expense to represent the indemnified party in any action for
which indemnification is sought (in which case the indemni-
fying party shall not thereafter be responsible for the fees
and expenses of any separate counsel retained by the indem-
nified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory
to the indemnified party. Notwithstanding the indemnifying
party's election to appoint counsel to represent the indem-
nified party in an action, the indemnified party shall have
the right to employ separate counsel (including local
counsel), and the indemnifying party shall bear the reason-
able fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel
with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both
the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemni-
fied parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying
party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such
action or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not,
without the prior written consent of the indemnified par-
ties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnifica-
tion or contribution may be sought hereunder (whether or not
the indemnified parties are actual or potential parties to
such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemni-
fied party from all liability arising out of such claim,
action, suit or proceeding.

(d) In the event that the indemnity provided in
paragraph (a) or (b) of this Section 7 is unavailable to or
insufficient to hold harmless an indemnified party for any
reason, the Company and the Underwriters agree to contribute

<PAGE>

to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in
connection with investigating or defending same)
(collectively "Losses") to which the Company and one or more
of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the
Company and by the Underwriters from the offering of the
Securities; provided, however, that in no such case shall
any Underwriter (except as may be provided in any agreement
among underwriters relating to the offering of the Securi-
ties) be responsible for any amount in excess of the under-
writing discount or commission applicable to the Securities
purchased by such Underwriter hereunder. If the allocation
provided by the immediately preceding sentence is unavail-
able for any reason, the Company and the Underwriters shall
contribute in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault
of the Company and of the Underwriters in connection with
the statements or omissions which resulted in such Losses as
well as any other relevant equitable considerations.
Benefits received by the Company shall be deemed to be equal
to the total net proceeds from the offering (before deduct-
ing expenses), and benefits received by the Underwriters
shall be deemed to be equal to the total underwriting
discounts and commissions, in each case as set forth on the
cover page of the Final Prospectus. Relative fault shall be
determined by reference to whether any alleged untrue
statement or omission relates to information provided by the
Company or the Underwriters. The Company and the Underwrit-
ers agree that it would not be just and equitable if contri-
bution were determined by pro rata allocation or any other
method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding
the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Sec-
tion 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each
person who controls an Underwriter within the meaning of
either the Act or the Exchange Act and each director,
officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each
person who controls the Company within the meaning of either
the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each
director of the Company shall have the same rights to
contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (d).

<PAGE>

8. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to
the aggregate amount or number of Securities set forth
opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase; provided, however, that in
the event that the aggregate amount or number of Securities
which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount
or number of Securities set forth in Schedule II hereto, the
remaining Underwriters shall have the right to purchase all,
but shall not be under any obligation to purchase any, of
the Securities, and if such nondefaulting Underwriters do
not purchase all the Securities, this Agreement will
terminate without liability to any nondefaulting Underwriter
or the Company. In the event of a default by any
Underwriter as set forth in this Section 8, the Closing Date
shall be postponed for such period, not exceeding seven
days, as the Representatives shall determine in order that
the required changes in the Registration Statement and the
Final Prospectus or in any other documents or arrangements
may be effected. Nothing contained in this Agreement shall
relieve any defaulting Underwriter of its liability, if any,
to the Company and any nondefaulting Underwriter for damages
occasioned by its default hereunder.

9. Termination. This Agreement shall be subject
to termination in the absolute discretion of the
Representatives, by notice given to the Company prior to
delivery of and payment for the Securities, if prior to such
time (i) trading in the Company's Common Stock or Class C
Common Stock shall have been suspended by the New York Stock
Exchange or National Association of Securities Dealers
Automated Quotation National Market System or trading in
securities generally on the New York Stock Exchange or
National Association of Securities Dealers Automated
Quotation National Market System shall have been suspended
or limited or minimum prices shall have been established on
[either of] such Exchange or market system, (ii) a banking
moratorium shall have been declared either by Federal or New
York State authorities or (iii) there shall have occurred

<PAGE>

any outbreak or escalation of hostilities, declaration by
the United States of a national emergency or war or other
calamity or crisis the effect of which on financial markets
is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to proceed
with the offering or delivery of the Securities as
contemplated by the Final Prospectus (exclusive of any
supplement thereto).

10. Representations and Indemnities to Survive.
The respective agreements, representations, warranties,
indemnities and other statements of the Company or its
officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf
of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7
hereof, and will survive delivery of and payment for the
Securities. The provisions of Sections 6 and 7 hereof shall
survive the termination or cancellation of this Agreement.

11. Notices. All communications hereunder will
be in writing and effective only on receipt, and, if sent to
the Representatives, will be mailed, delivered or tele-
graphed and confirmed to them, at the address specified in
Schedule I hereto; or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at 1900
Rexford Road, Charlotte, NC 28211, attention of the
Treasurer, with a copy sent to the Company's counsel, Witt,
Gaither & Whitaker, P.C., at 1100 American National Bank
Building, Chattanooga, Tennessee 37402.

12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder.

13. Applicable Law. This Agreement will be
governed by and construed in accordance with the laws of the
State of New York without reference to principles of
conflicts of laws.

<PAGE>

If the foregoing is in accordance with your under-
standing of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your
acceptance shall represent a binding agreement among the
Company and the several Underwriters.

Very truly yours,

Coca-Cola Bottling Co.
Consolidated,

By: ..........................
Name:
Title:

The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

By: Salomon Brothers Inc
Citicorp Securities, Inc.

By:
...........................
Name:
Title:

For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

<PAGE>

SCHEDULE I

Common Stock

Class C Common Stock

Preferred Stock

Convertible Preferred Stock

Nonconvertible Preferred Stock

Underwriting Agreement dated

Registration Statement No. 33-

Representative(s):

Designation, Purchase Price and Description:

Designation:

Liquidation preference per share:

Number of shares:

Purchase price per share (include accrued dividends, if
any):

Other provisions:

Over-allotment option:

Other provisions of or Amendments to Underwriting Agreement:

Deposit Agreement: Terms and Conditions

Purchased Securities Closing Date and Time:

Delayed Delivery Arrangements:

Fee:

Minimum principal amount of each contract:

I-1

<PAGE>

Maximum aggregate principal amount of all contracts:

Convertibility into Common Stock:

Exchangeability into Debt Securities:

Section 4(g) Listing upon notice of issuance on any national
securities exchange or automated quotation system:

Section 5(h) provisions:

Modification of items to be covered by the letter from Price
Waterhouse delivered pursuant to Section 5(e) at the
Execution Time:

Supplemental matters to be covered by the opinion of Witt,
Gaither & Whitaker, P.C. to be delivered pursuant to
Section 5(b):

I-2

<PAGE>

Units

Title and principal amount of Debt Securities or title and
number of shares of Common Stock, Class C Common Stock,
Preferred Stock, Convertible Preferred Stock, or
Nonconvertible in one Unit:

Purchase Price and currency:

Section 4(g) Listing upon notice of issuance on any national
securities exchange or automated quotation system:

Detachable Date:

Overallotment option:

Other provisions:

Section 5(h) provisions:

Delayed Delivery:

[None]

[Underwriters' commission shall be __% of the principal

amount of Designated Securities for which Delayed

I-3
<PAGE>

Delivery Contracts have been entered into and the check

given in payment of such commission shall be drawn to

the order of _____________]

[Maximum aggregate principal amount of Designated

Securities to be offered and sold pursuant to Delayed

Delivery Contracts: [$]_______________]

[Minimum principal amount of each Delayed Delivery

Contract: [$]______________]

I-4

<PAGE>

SCHEDULE II

Delayed Delivery Contract

[Date]

[Insert name and address
of lead Representative]

Dear Sirs:

The undersigned hereby agrees to purchase from
Coca-Cola Bottling Co. Consolidated, and the Company agrees
to sell to the undersigned, on , 19 , (the
"Delivery Date"), [principal amount] of the Company's
(the "Securities") offered by
the Company's Prospectus dated , 1994, and related
Prospectus Supplement dated , 19 , receipt of a
copy of which is hereby acknowledged, at a [purchase price
of % of the] [principal amount] [liquidation preference]
[price per share] [thereof, plus] [accrued interest]
[amortization of original issue discount], if any, thereon
from , 19 , to the date of payment and delivery,
and on the further terms and conditions set forth in this
contract.

Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 AM, New York
City time, on the Delivery Date to or upon the order of the
Company in New York Clearing House (next day) funds, at your
office or at such other place as shall be agreed between the
Company and the undersigned, upon delivery to the under-
signed of the Securities in definitive fully registered form
and in such authorized denominations and registered in such
names as the undersigned may request by written or tele-
graphic communication addressed to the Company not less than
five full business days prior to the Delivery Date. If no
request is received, the Securities will be registered in
the name of the undersigned and issued in a denomination
equal to the aggregate principal amount or number of
Securities to be purchased by the undersigned on the
Delivery Date.

II-1
<PAGE>

The obligation of the undersigned to take delivery
of and make payment for Securities on the Delivery Date, and
the obligation of the Company to sell and deliver Securities
on the Delivery Date, shall be subject to the conditions
(and neither party shall incur any liability by reason of
the failure thereof) that (1) the purchase of Securities to
be made by the undersigned, which purchase the undersigned
represents is not prohibited on the date hereof, shall not
on the Delivery Date be prohibited under the laws of the
jurisdiction to which the undersigned is subject, and
(2) the Company, on or before the Delivery Date, shall have
sold to certain underwriters (the "Underwriters") such
principal amount or number of Securities as is to be sold to
them pursuant to the Underwriting Agreement referred to in
the Prospectus and Prospectus Supplement mentioned above.
Promptly after completion of such sale to the Underwriters,
the Company will mail or deliver to the undersigned at its
address set forth below notice to such effect, accompanied
by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith. The
obligation of the undersigned to take delivery of and make
payment for the Securities, and the obligation of the
Company to cause the Securities to be sold and delivered,
shall not be affected by the failure of any purchaser to
take delivery of and make payment for the Securities
pursuant to other contracts similar to this contract.

This contract will inure to the benefit of and be
binding upon the parties hereto and their respective succes-
sors, but will not be assignable by either party hereto
without the written consent of the other.

It is understood that acceptance of this contract
and other similar contracts is in the Company's sole discre-
tion and, without limiting the foregoing, need not be on a
first come, first served basis. If this contract is
acceptable to the Company, it is required that the Company
sign the form of acceptance below and mail or deliver one of
the counterparts hereof to the undersigned at its address
set forth below. This will become a binding contract
between the Company and the undersigned, as of the date

II-2
<PAGE>

first above written, when such counterpart is so mailed or
delivered.

This agreement shall be governed by and construed
in accordance with the laws of the State of New York.

Very truly yours,

..............................
(Name of Purchaser)

By
................................
(Signature and Title of Officer)

..................................
(Address)

Accepted:

Coca-Cola Bottling Co.
Consolidated

By
......................
Name:
Title:

II-3
<PAGE>

EXHIBIT 3.1

RESTATED CERTIFICATE OF INCORPORATION

COCA-COLA BOTTLING CO. CONSOLIDATED
_______________

Pursuant to Section 245 of the
Delaware General Corporation Law
_______________

Coca-Cola Bottling Co. Consolidated, a corporation organized
and existing under and by virtue of the General Corporation Law
of the State of Delaware (the "Corporation"), does, by its Vice-
Chairman of the Board of Directors and its Secretary and under
its corporate seal, hereby certify as follows:

FIRST: That the name of the Corporation is Coca-Cola
Bottling Co. Consolidated.

SECOND: That the original Certificate of Incorporation of
the Corporation was filed by the Secretary of the
State of Delaware on April 8, 1980.

THIRD: That the restatement of the Corporation's
Certificate of Incorporation was duly adopted by
the Corporation's Board of Directors in accordance
with Section 245 of the Delaware General
Corporation Law and only restates and integrates
and does not further amend the provisions of the
Corporation's Certificate of Incorporation as
theretofore amended or supplemented and there is
no discrepancy between those provisions and the
provisions of this Restated Certificate.

FOURTH: That the text of the Certificate of Incorporation
of said Coca-Cola Bottling Co. Consolidated is
hereby restated to read in full as follows:

<PAGE>
RESTATED CERTIFICATE OF INCORPORATION

COCA-COLA BOTTLING CO. CONSOLIDATED

FIRST. The name of the Corporation is Coca-Cola
Bottling Co. Consolidated.

SECOND. The address of its registered office in the
State of Delaware is Corporation Trust Center, 1209 West Tenth
Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation
Trust Company.

THIRD. The nature of the business or purposes to be
conducted or promoted is:

(a) To engage, directly and indirectly, in the
business of manufacturing, processing, distributing, selling and
advertising Coca-Cola, other soft drink products, and all types
of beverages, foods, and related products, and to own and hold
the stock of other corporations.

(b) To engage in any other lawful act or activity for
which corporations may be organized under the Delaware General
Corporation Law.

FOURTH.

(a) The total number of shares of all classes of
capital stock which the Corporation shall have authority to issue
is 80,100,000, consisting of:

(1) 30,000,000 shares of Common Stock having a par
value of $1.00 per share;

(2) 10,000,000 shares of Class B Common Stock having a
par value of $1.00 per share;

(3) 20,000,000 shares of Class C Common Stock having a
par value of $1.00 per share;

(4) 50,000 shares of Convertible Preferred Stock
having a par value of $100.00 per share;

(5) 50,000 shares of Non-Convertible Preferred Stock
having a par value of $100.00 per share; and

(6) 20,000,000 shares of Preferred Stock having a par
value of $0.01 per share.

<PAGE>

All references herein to the term "preferred stock" shall be
deemed to include the Preferred Stock, the Convertible Preferred
Stock and the Non-Convertible Preferred Stock.

(b) The holders of Common Stock and Class B Common
Stock shall have the same rights and privileges, except that:

(1) The holders of Common Stock and Class B Common
Stock shall have the right to vote, but not as separate
classes except to the extent required by law, upon all
matters submitted to the stockholders of the Corporation for
consideration at any meeting of stockholders; provided,
however, that (i) the holders of Common Stock shall be
entitled to one vote per share, and the holders of Class B
Common Stock shall be entitled to twenty votes per share
with respect to each matter to be voted upon, and (ii) in
addition to any other vote required by law, the Corporation
may not alter or change, either by increase, diminution or
otherwise, the relative rights, preferences, privileges,
restrictions, dividend rights, voting power or other powers
given to the holders of Common Stock and Class B Common
Stock pursuant to this Article Fourth of this Certificate of
Incorporation other than by the affirmative vote of not less
than two-thirds of all the votes entitled to be voted by the
holders of each class of stock to be adversely affected
thereby voting as a separate class, except that the
Corporation may increase the total number of shares of
Common Stock or Class B Common Stock that may be issued by
the Corporation by the affirmative vote of a majority of all
the votes entitled to be voted by the holders of Common
Stock and Class B Common Stock voting together, without
regard to class, as provided in subsection (i) above.

(2)(i) No cash dividend or dividend of property or
stock, other than stock of the Corporation as set forth in
subsection 2(iii) below, may be declared and paid, per
share, on the Class B Common Stock unless a dividend of an
equal amount of cash or value of property or stock has been
declared and paid, per share, on the Common Stock.

(ii) A dividend of cash, property or stock may be paid
on the Common Stock without an equal or any dividend being
paid on the Class B Common Stock.

(iii) A dividend of shares of Common Stock may be paid
to holders of Common Stock only or the holders of both
Common Stock and Class B Common Stock if the number of
shares paid per share to holders of Common Stock and Class B
Common Stock shall be the same; a dividend of shares of
Class B Common Stock may be paid to holders of Common Stock
only or to holders of both Common Stock and Class B Common
Stock if the number of shares paid per share to holders of
Common Stock and Class B Common Stock shall be the same; and
a dividend of shares may be declared and paid in Common
Stock to holders of Common Stock and in Class B Common Stock
to holders of Class

3
<PAGE>

B Common Stock, if the number of shares
paid per share to holders of Common Stock and Class B Common
Stock shall be the same.

(3) From and after October 1, 1986, the outstanding
shares of Class B Common Stock shall be convertible into
fully paid and nonassessable shares of Common Stock at the
option of the holders thereof on a one share for one share
basis. In order for a stockholder to effect any such
conversion, such stockholder must furnish the Corporation
with a written notice of the request for conversion, which
notice shall be addressed to the principal office of the
Corporation or to the Corporation's designated transfer
agent, shall state the number of shares of Class B Common
Stock to be converted into shares of Common Stock and shall
be accompanied by a certificate or certificates, properly
endorsed and ready for transfer. A conversion shall be
deemed to be made on the close of business of the date when
the Corporation or transfer agent has received the
prescribed written notice and required certificate or
certificates, properly endorsed and ready for transfer.

(4) Except as provided in subsection 2(iii) above,
shares of Class B Common Stock outstanding at any time shall
not be split up or subdivided, whether by stock
distribution, reclassification, recapitalization, or
otherwise, so as to increase the number of shares thereof
issued and outstanding unless at the same time the shares of
Common Stock are split up or subdivided, whether by stock
distribution, reclassification, recapitalization, or
otherwise, so that the number of shares thereof outstanding
shall be proportionately increased in order to maintain the
same proportionate equity ownership (i.e., the same
proportion of shares held by each class) between the holders
of Common Stock and Class B Common Stock as existed on the
record date of the transaction.

(5) Shares of Common Stock outstanding at any time
shall not be reverse split or combined, whether by
reclassification, recapitalization or otherwise, so as to
decrease the number of shares thereof issued and outstanding
unless at the same time the shares of Class B Common Stock
are reverse split or combined so that the number of shares
thereof outstanding shall be proportionately decreased in
order to maintain the same proportionate ownership between
the holders of Common Stock and Class B Common Stock as
existed on the record date of the transaction.

(6) In the event of a liquidation or dissolution of
the Corporation, or a winding up of its affairs, whether
voluntary or involuntary, or a merger or consolidation of
the Corporation, after payment or provision for payment of
the debts or liabilities of the Corporation and the amounts
to which holders of the preferred stock shall be entitled,
holders of Common Stock and Class B Common Stock shall be
entitled to share ratably (i.e., an equal amount of assets
for
4

<PAGE>

each share of either Common Stock or Class B Common
Stock) in the remaining assets of the Corporation.

(c) The holders of Class C Common Stock shall have the
same rights and privileges as holders of Common Stock except
that:

(i) The holders of Class C Common Stock shall have the
right to vote, but not as a separate class except to the
extent required by law, upon all matters submitted to the
stockholders of the Corporation for consideration at any
meeting of stockholders; provided, however, that the holders
of Class C Common Stock shall be entitled to 1/20th vote per
share with respect to each matter to be voted upon;

(ii) If any cash dividend or dividend of property or
stock, other than stock of the Corporation as provided for
in subsection (c)(iii) below, shall be declared and paid,
per share, on the Common Stock, then a dividend of an equal
amount of cash or value of property or stock shall be
declared and paid, per share, on the Class C Common Stock;
and no cash dividend or dividend of property or stock, other
than stock as provided for in subsection (c)(iii) below, may
be declared and paid, per share, on the Class C Common Stock
unless a dividend of an equal amount of cash or value of
property or stock has been declared and paid, per share, on
the Common Stock; and provided that if any cash dividend or
dividend of property or stock, other than as provided for in
subsection (c)(iii) below, shall be declared and paid, per
share, on the Class B Common Stock, then a dividend of an
equal or greater amount of cash or value of property or
stock shall be declared and paid, per share, on the Class C
Common Stock;

(iii) If any dividend of shares of any class of common
stock is paid to holders of Common Stock, or to holders of
Class B Common Stock in the event that there is no Common
Stock outstanding, then an equal dividend of shares of such
common stock shall be paid to holders of Class C Common
Stock; provided, however, that if any dividend of shares of
Common Stock is declared and paid to holders of Common Stock
and (in the event that there is Class B Common Stock
outstanding) in Class B Common Stock to holders of Class B
Common Stock, then an equal dividend of shares of Class C
Common Stock shall be paid to holders of Class C Common
Stock and if any dividend of shares of Class C Common Stock
is declared and paid to holders of Class B Common Stock then
an equal dividend of shares of Class C Common Stock shall be
declared and paid to holders of Common Stock and Class C
Common Stock; and provided further that if only shares of
Class B Common Stock and Class C Common Stock are
outstanding and a dividend of shares of Common Stock or
Class B Common Stock is paid to holders of Class B Common
Stock, then an equal dividend of shares of Class C Common
Stock or Common Stock shall be paid to holders of Class C
Common Stock;

5
<PAGE>

(iv) Except as provided in subsection (c)(iii) above,
if shares of Common Stock and Class B Common Stock
outstanding at any time are split or subdivided, whether by
stock distribution, reclassification, recapitalization, or
otherwise, so as to increase the number of shares thereof
issued and outstanding, then the shares of Class C Common
Stock shall be split or subdivided, whether by stock
distribution, reclassification, recapitalization, or
otherwise, so that the number of shares thereof outstanding
shall be proportionately increased in order to maintain the
same proportionate equity ownership (i.e., the same
proportion of shares held by each class) among the holders
of Common Stock, Class B Common Stock, and Class C Common
Stock as existed on the date prior to such split or
subdivision; similarly, if shares of Class C Common Stock
shall be split or subdivided in any manner, then all other
outstanding classes of common stock shall be proportionately
split or subdivided;

(v) If shares of Common Stock and Class B Common Stock
outstanding at any time are reverse split or combined,
whether by reclassification, recapitalization, or otherwise,
so as to decrease the number of shares thereof issued and
outstanding, then the shares of all other classes of common
stock shall be reverse split or combined so that the number
of shares thereof outstanding shall be proportionately
decreased in order to maintain the same proportionate
ownership (i.e., the same proportion of shares held by each
class) between the holders of Common Stock, Class B Common
Stock, and Class C Common Stock as existed on the date prior
to the reverse split or combination; similarly, if shares of
Class C Common Stock are reverse split or combined in any
manner, all other outstanding classes of common stock shall
be proportionately reverse split or combined;

(vi) In the event of a liquidation or dissolution of
the Corporation, or a winding up of its affairs, whether
voluntary or involuntary, or a merger or consolidation of
the Corporation, after payment or provision for payment of
the debts or liabilities of the Corporation, holders of
Class C Common Stock shall be entitled to share pro rata in
the remaining assets of the Corporation with the holders of
all other outstanding classes of common stock.

(d) The Class C Common Stock shall not be subject to
redemption or call by the Corporation nor shall the holders of
such shares be entitled to preemptive rights with respect to the
issuance of additional shares of Common Stock, Class B Common
Stock or Class C Common stock.

(e) The Board of Directors is expressly authorized,
subject to the limitations prescribed by law, to provide for the
issuance of the preferred stock in series, and to fix by
resolution or resolutions providing for the issue of any series
the number of shares included in such series and the designation,
relative
6

<PAGE>

powers, preferences and rights, and the qualifications,
limitations or restrictions thereof.

SEVENTH.

(a) The number of directors of the Corporation shall
be determined from time to time by the stockholders or the Board
of Directors and shall be not less than nine and not more than
twelve. The Board of Directors shall be divided into three
classes, each class to be as nearly equal in number as possible.
The successors of the directors whose terms expire each year
shall be elected to hold office for the term of three years, so
that the term of office of one class of directors shall expire in
each year. The directors need not be elected by written ballot
unless required by the By-Laws of the Corporation.

(b) Directors may be removed from office, prior to the
expiration of their term, only for cause and only by the
affirmative vote of the holders of not less than a majority of
all the shares of stock outstanding and entitled to vote for the
election of directors.

(c) Vacancies and newly-created directorships may be
filled by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director, to hold
office until the next election of the class for which such
directors shall have been chosen, and until their successors
shall be elected and qualified.

EIGHTH. The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation. Notwithstanding
any other provision of this Certificate of Incorporation or the
By-Laws of the Corporation (and in addition to any other vote
that may be required by law, this Certificate of Incorporation or
the By-Laws of this Corporation) the affirmative vote of the
holders of not less than two thirds of all the shares of stock
outstanding and entitled to vote therein shall be required to
amend, alter, change or repeal this Article EIGHTH and Article
SEVENTH of this Certificate of Incorporation.

NINTH. No action may be taken by the stockholders
without a meeting unless written consent to such action is signed
by the holders of all the outstanding capital stock of the
Corporation entitled to vote on such action.

TENTH. Except as herein otherwise provided, the By-
Laws of the Corporation may be amended or repealed and new By-
Laws may be adopted by the affirmative vote of a majority of the
number of directors fixed by this Certificate of Incorporation at
any regular or special meeting of the Board of Directors or by
action without meeting by written consent as provided under the
Delaware General
7

<PAGE>

Corporation Law, provided that the Board of
Directors shall have no power to adopt a By-Law:

(a) Requiring the holders of more than a majority of
the shares having voting power to be present or represented by
proxy at any meeting in order to constitute a quorum or requiring
more than a majority of the votes cast in person or by proxy to
be necessary for the transaction of any business, except where
higher percentages are required by law or by some other provision
of this Certificate of Incorporation.

(b) Providing for the management of the Corporation
otherwise than by the Board of Directors or its Executive
Committee.

(c) Amending, altering, changing or repealing any By-
Law specified in the By-Laws of the Corporation as requiring a
vote of the stockholders for such action.

ELEVENTH. No director or the Corporation shall be
liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that
such provision shall not eliminate or limit the liability of a
director (a) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under section 174 of Title 8 of the
Delaware Code, or (d) for any transaction from which the director
derived an improper personal benefit. This provision shall not
eliminate or limit the liability of a director for any act or
omission occurring prior to the date that it becomes effective.

IN WITNESS WHEREOF, Coca-Cola Bottling Co. Consolidated has
caused its corporate seal to be hereunto affixed and this
Certificate to be signed by J. Frank Harrison, III, its Vice-
Chairman of the Board of Directors, and John F. Henry, Jr., its
Secretary, this 6th day of May, 1994.

/s/ J. Frank Harrison, III
J. Frank Harrison, III
Vice-Chairman of
the Board of Directors

ATTEST:

/s/ John F. Henry, Jr.
John F. Henry, Jr.
Secretary

8
<PAGE>

EXHIBIT 3.2

BYLAWS
OF
COCA-COLA BOTTLING CO. CONSOLIDATED

ARTICLE I

OFFICES

SECTION 1. Principal Office. The principal office of the
Corporation shall be located at Charlotte, North Carolina, and
the address of the registered office of the Corporation in the
State of Delaware and the name of the registered agent at such
address shall be as specified in the Certificate of In-
corporation.

SECTION 2. Other Offices. The Corporation may have offices
at such other places, either within or without the State of
Delaware as the Board of Directors may from time to time
determine, or as the affairs of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. Place of Meetings. All meetings of the
stockholders shall be held at the principal office of the
Corporation, or at such other place, either within or without the
State of Delaware, as shall be designated in the notice of the
meeting or agreed upon by a majority of the stockholders entitled
to, vote thereat.

SECTION 2. Annual Meetings. The annual meetings of the
stockholders shall be held within or without the State of
Delaware at such time as may be determined by the Board of
Directors. Such meetings shall be held for the purpose of
electing directors of the Corporation and for the transaction of
such other business as may be properly brought before the
meeting.

SECTION 3. Special Meetings. Special meetings of the
stockholders may be called at any time by the Chairman of the
Board, Vice-Chairman, President, Secretary or the Board of
Directors of the Corporation or by any stockholder pursuant to
the written request of the holders of not less than one-tenth
(1/10th) of all the shares entitled to vote at the meeting.

SECTION 4. Notice of Meetings. Written or printed notice
stating the time and place of the meeting shall be delivered not
less than ten (10) nor more than fifty (50) days before the date
thereof, either personally or by mail, by or at the direction of
the President, the Secretary or other person calling the meeting,
to each stockholder of record entitled to vote at such meeting.

In the case of an annual meeting, the notice of meeting need
not specifically state the business to be transacted thereat,
unless it is a matter, other than the election of directors, on
which the vote of the stockholders is expressly required by the
provisions of the Delaware General Corporation Law. In the case
of a special meeting, the notice of meeting shall specifically
state the purpose or purposes for which the meeting is called.

1
<PAGE>

EXHIBIT 3.2

When a meeting is adjourned for thirty (30) days or more, or
if after the adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be given
as in the case of an original meeting. When a meeting is
adjourned for less than thirty (30) days in any one adjournment,
it is not necessary to give notice of the adjourned meeting other
than by announcement at the meeting at which the adjournment is
taken.

SECTION 5. Voting Lists. At least ten (10) days before
each meeting of stockholders, the Secretary of the Corporation
shall prepare an alphabetical list of the stockholders entitled
to vote at such meeting, with the address of and number of shares
held by each, which list shall be kept on file at the registered
office of the Corporation for a period of ten (10) days prior to
such meeting and shall be subject to inspection by any
stockholder at any time during the usual business hours, either
at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held. This
list shall also be produced and kept open at the time and place
of the meeting and shall be subject to inspection by any
stockholder present during the whole time of the meeting.

SECTION 6. Quorum. The holders of a majority of the shares
entitled to vote, represented in person or by proxy, shall
constitute a quorum at meetings of stockholders. If there is no
quorum at the opening of a meeting of stockholders, such meeting
may be adjourned from time to time by the vote of a majority of
the shares voting on the motion to adjourn; and, at any adjourned
meeting at which a quorum is present, any business may be
transacted which might have been transacted at the original
meeting.

The stockholders at a meeting at which a quorum is present
may continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a
quorum.

SECTION 7. Voting of Shares. Each outstanding share having
voting rights shall be entitled to one (1) vote on each matter
submitted to a vote at a meeting of stockholders.

The vote of a majority of the shares voted on any matter at
a meeting of stockholders at which a quorum is present shall be
the act of the stockholders on that matter, unless the vote of a
greater number is required by law, by the Certificate of
Incorporation or these Bylaws.

Voting on all matters except the election of directors shall
be by voice vote or by a show of hands, unless the holders of
one-tenth (1/10) of the shares represented at the meeting shall,
prior to the voting on any matter, demand a ballot vote on that
particular matter.

SECTION 8. Informal Action By Stockholders. Any action
which may be taken at a meeting of the stockholders may be taken
without a meeting, if a consent in writing, setting forth the
action so taken, shall be signed by all of the persons who would
be entitled to vote upon such action at a meeting and filed with
the Secretary of the Corporation, to be kept in the Corporate
minute book.

2
<PAGE>

ARTICLE III

DIRECTORS

SECTION 1. General Powers. The business and affairs of the
Corporation shall be managed by the Board of Directors or by such
Executive Committees as the Board may establish pursuant to these
Bylaws.

SECTION 2. Number. Term and Qualification. The number of
directors of the Corporation shall be determined from time to
time by the stockholders or the Board of Directors and shall be
not less than nine and not more than twelve. The Board of
Directors shall be divided into three classes, each class to be
as nearly equal in number as possible. The successors of the
directors whose terms expire each year shall be elected to hold
office for the term of three years, so that the term of office of
one class of directors shall expire in each year. Directors need
not be residents of the State of Delaware or stockholders of the
Corporation. (Adopted May 15, 1986)

SECTION 3. Election of Directors. Except as provided in
Section 5 of this Article, the directors shall be elected at the
annual meeting of stockholders; and those persons who receive the
highest number of votes shall be deemed to have been elected. If
any stockholder so demands, election of directors shall be by
written ballot.

SECTION 4. Removal. Directors may be removed from office
only for cause by a vote of stockholders holding a majority of
the shares entitled to vote at an election of directors. If any
directors are so removed, new directors may be elected at the
same meeting.

SECTION 5. Vacancies. Vacancies and newly-created
directorships may be filled by a majority of the directors then
in office, although less than a quorum, or by a sole remaining
director, to hold office until the next election of the class for
which such directors shall have been chosen, and until their suc-
cessors shall be elected and qualified.

SECTION 6. Compensation. The Board of Directors may
compensate directors for their services as such and may provide
for the payment of all expenses incurred by directors in
attending regular or special meetings of the Board.

SECTION 7. Executive and Other Committees. The Board of
Directors may, by resolution adopted by a majority of the number
of directors fixed by these Bylaws, designate two (2) or more
directors to constitute an Executive Committee, which committee,
to the extent provided in such resolution, shall have and may
exercise all of the powers and authority of the Board of
Directors in the management of the business and affairs of the
Corporation. The Board of Directors may, by resolution adopted
by a majority of the number of directors fixed by these Bylaws,
from time to time designate other committees of the Board, with
such lawfully delegable powers and duties as it thereby confers,
to serve at the pleasure of the Board and shall, for those
committees, elect a director or directors to serve as the member
or members, designating, if it desires, other directors as
alternative members who may replace any absent or disqualified
member at any meeting of the committee.

SECTION 8. Indemnification of Directors and Officers. The
corporation shall indemnify to the fullest extent permitted by
law any person made, or threatened to be made, a party to an
action, suit, or
3

<PAGE>

proceeding by reason of the fact that he, his
testator or intestate is or was a director or officer of the
Corporation, or serves or served any other corporation at the
request of the Corporation. (Adopted February 11, 1987) The
Corporation may, but shall not be obligated to, maintain
insurance at its expense to protect itself and any such person
against expense or loss arising from any such action, suit or
proceeding.

The indemnification provided by this Section shall apply to
acts and transactions occurring heretofore or hereafter and shall
not be deemed exclusive of any other rights to which those
seeking indemnification are entitled under any statute,
certificate or articles of incorporation, bylaws, agreement, vote
of stockholders or directors or otherwise, both as to action in
his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be an officer or director and shall inure to the
benefit of the heirs, executors and administrators of such a
person.

ARTICLE IV

MEETINGS OF DIRECTORS

SECTION 1. Regular Meetings. A regular meeting of the
Board of Directors shall be held immediately after, and at the
same place as, the annual meeting of stockholders. In addition,
the Board of Directors may provide, by resolution, the time and
place, either within or without the State of Delaware, for the
holding of additional regular meetings.

SECTION 2. Special Meetings. Special meetings of the Board
of Directors may be called by or at the request of the Chairman
of the Board, the President or any two (2) directors. Such
meetings may be held either within or without the State of
Delaware.

SECTION 3. Notice of Meetings. Regular meetings of the
Board of Directors may be held without notice.

The person or persons calling a special meeting of the Board
of Directors shall, at least two (2) days before the meeting,
give notice thereof by any usual means of communication. Such
notice need not specify the purpose for which the meeting is
called.

Attendance by a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends
a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

SECTION 4. Quorum. A majority of the directors fixed by
these bylaws shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors.

SECTION 5. Manner of Acting. Except as otherwise provided
in this Section, and in the Certificate of Incorporation, the act
of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

SECTION 6. Participating in Meetings by Conference
Telephone. Members of the Board of Directors, or of any
committee hereof, may participate in a meeting of such board or
committee by means

4
<PAGE>

of conference telephone or similar equipment
that enables all persons participating in the meeting to hear
each other. Such participation shall constitute presence in
person at such meeting.

SECTION 7. Informal Action By Directors. Action taken by a
majority of the directors without a meeting is nevertheless Board
action if written consent to the action in question is signed by
all the directors and filed with the minutes of the proceedings
of the Board, whether done before or after the action so taken.

ARTICLE V

THE OFFICERS

SECTION 1. Number. The officers of the Corporation shall
be a Chairman of the Board, one or more Vice Chairmen, a
President, a Secretary, a Treasurer and such Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers as
the Board of Directors may from time to time elect, or as an
officer so authorized by Section 2 of this Article V may from
time to time appoint. Any two (2) or more offices may be held by
the same person except the offices of President and Secretary.

SECTION 2. Election and Term. The officers of the
Corporation shall be elected by the Board of Directors, except
that Vice Presidents, Assistant Secretaries and Assistant
Treasurers may be appointed by an officer of the Corporation
expressly authorized by the Board to make such appointments.
Such elections may be held at any regular or special meeting of
the Board. Each officer shall hold office until his death,
resignation, retirement, removal, disqualification or his
successor is elected and qualifies.

SECTION 3. Removal. Any officer or agent elected by the
Board of Directors or appointed by an authorized officer may be
removed by the Board, and any officer or agent appointed by an
authorized officer may be removed by the appointing officer, with
or without cause in each instance.

SECTION 4. Compensation. The compensation of all officers
of the Corporation shall be fixed by the Board of Directors,
except that the compensation of officers appointed by an
authorized officer may be fixed by the appointing officer.

SECTION 5. The Chairman of the Board. The Chairman of the
Board of Directors shall, when present, preside at all meetings
of the stockholders and of the Board of Directors. The Chairman
shall also perform such other duties as may be directed by the
Board of Directors.

SECTION 6. The Vice Chairmen. The Vice Chairmen of the
Board of Directors shall perform such duties and have such
authority as may be directed by the Chairman of the Board and/or
the Board of Directors and shall, in the absence of the Chairman,
preside at all meetings of stockholders and the Board of
Directors.

SECTION 7. The President. The President shall perform such
duties and have such authority as may be directed by the Chairman
of the Board and/or the Board of Directors.

SECTION 8. The Vice-Presidents. The Vice-Presidents shall
perform such duties and have such authority as the Board of
Directors, the Chairman of the Board, Vice Chairmen and/or
President, as applicable, shall prescribe.

<PAGE>

SECTION 9. The Secretary. The Secretary shall have the
duty to record the proceedings of the meetings of stockholders
and directors in a book to be kept for that purpose. The
Secretary shall give all notices required by law and by these by-
laws. The Secretary shall have general charge of the corporate
books and records and of the corporate seal, and the Secretary
shall affix the corporate seal to any lawfully-executed
instrument requiring it. The Secretary shall have general charge
of the stock transfer books of the Corporation and shall keep, at
the registered or principal office of the Corporation, a record
of stockholders showing the name and address of each stockholder
and the number and class of shares held by each. The Secretary
shall sign such instruments as may require his signature and, in
general, shall perform all duties incident to the office of
Secretary and such other duties as may be assigned to the
Secretary from time to time by the Board of Directors, Chairman
of the Board, Vice Chairman and/or President, as applicable,
shall prescribe.

SECTION 10. The Treasurer. The Treasurer shall have
custody of all funds and securities belonging to the Corporation
and shall receive, deposit and disburse the same under the
direction of the Board of Directors, Chairman of the Board, Vice
Chairman and/or President, as applicable. The Treasurer shall
keep full and accurate accounts of the finances of the
Corporation in books especially provided for that purpose. The
Treasurer shall, in general, perform all duties incident to such
office and such other duties as may be assigned from time to time
by the Board of Directors, Chairman of the Board, Vice Chairman
and/or President, as applicable.

SECTION 11. Assistant Secretaries and Treasurers. The
Assistant Secretaries and Assistant Treasurers shall, in the
absence or disability of the Secretary or the Treasurer,
respectively, perform the duties and exercise the powers of those
officers, and they shall, in general, perform such other duties
as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the Board of Directors, Chairman of the
Board, Vice Chairman, and/or President, as applicable.

SECTION 12. Bonds. The Board of Directors may, by
resolution, require any and all officers, agents and employees of
the Corporation to give bond to the Corporation, with sufficient
sureties, conditioned on the faithful performance of the duties
of their respective offices or positions, and to comply with such
other conditions as may from time to time be required by the
Board of Directors.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize
an officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument on behalf of the
Corporation, and such authority may be general or confined to
specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf
of the Corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the Board
of Directors. Such authority may be general or confined to
specific instances.

SECTION 3. Checks and Drafts. All checks, drafts or other
orders for the payment of money issued in the name of the
Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time
to time be determined by resolution of the Board of Directors.

<PAGE>

SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such depositories as the Board of
Directors may select.

ARTICLE VII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be issued in such
form as the Board of Directors shall determine to every
stockholder for the fully-paid shares owned by him. These
certificates shall be signed by, or bear the facsimile signature
of, the President or any Vice-President and the Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer. They
shall be consecutively numbered or otherwise identified; and the
name and address of the persons to whom they are issued, with the
number of shares and date of issue, shall be entered on the stock
transfer books of the Corporation.

SECTION 2. Transfer of Shares. Transfer of shares shall be
made on the stock transfer books of the Corporation only upon
surrender of the certificates for the shares sought to be
transferred by the record holder thereof or by his duly-
authorized agent, transferee or legal representative. All
certificates surrendered for transfer shall be cancelled before
new certificates for the transferred shares shall be issued.

SECTION 3. Fixing Record Date. For the purpose of
determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof or entitled to
receive payment of any dividend or in order to make a
determination of stockholders for any other proper purpose, the
Board of Directors may fix in advance a date as the record date
for such determination of stockholders, such record date in any
case to be not more than sixty (60) days and, in case of a
meeting of stockholders, not less than ten (10) days immediately
preceding the date on which the particular action requiring such
determination of stockholders is to be taken.

If no record date is fixed by the Board of Directors:

The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which
notice is given, or if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held;
and

The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary,
shall be the day on which the first consent is expressed; and

The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

SECTION 4. Lost Certificates. The Board of Directors may
authorize the issuance of a new share certificate in place of a
certificate claimed to have been lost or destroyed upon receipt
of an affidavit of such fact from the person claiming the loss or
destruction. When authorizing such issuance of a new
certificate, the Board may require the claimant to give the
Corporation a bond in such sum as

<PAGE>

it may direct to indemnify the
Corporation against loss from any claim with respect to the
certificate claimed to have been lost or destroyed; or the Board
may, by resolution reciting that the circumstances justify such
action, authorize the issuance of the new certificate without
requiring such a bond.

ARTICLE VIII

GENERAL PROVISIONS

SECTION 1. Dividends. The Board of Directors may from time
to time declare, and the Corporation may pay, dividends on its
outstanding shares in the manner and upon the terms and
conditions provided by law and by its Certificate of
Incorporation.

SECTION 2. Seal. The corporate seal of the Corporation
shall consist of two concentric circles between which is the name
of the Corporation and in the center of which is inscribed SEAL;
and such seal, as impressed on the margin hereof, is hereby
adopted as the corporate seal of the Corporation.

SECTION 3. Waiver of Notice. Whenever any notice is
required to be given to any stockholder or director under the
provisions of the Delaware General Corporation Law or under the
provisions of the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be equivalent to giving such notice.

SECTION 4. Fiscal Year. The fiscal year of the Corporation
shall be as fixed by the Board of Directors.

SECTION 5. Shareholder Protection Act. The provisions of
The North Carolina Shareholder Protection Act specified in
Article VII of The North Carolina Business Corporation Act shall
not apply to transactions involving the Company, and pursuant to
Section 55-79(ii) of said Act, this By-law shall formally exempt
the Company from the provisions of Article VII. Any transactions
otherwise falling within the scope of The North Carolina
Shareholder Protection Act shall be governed by the general
provisions of The North Carolina Business Corporation Act, to the
extent it applies. (Adopted July 20, 1987)

ARTICLE IX

AMENDMENTS

Except as hereinafter otherwise provided, these Bylaws may
be amended or repealed and new bylaws may be adopted by the
affirmative vote of a majority of the number of directors fixed
by the Certificate of Incorporation and these Bylaws at any
regular or special meeting of the Board of Directors, provided
that

(a) the Bord of Directors shall have no power to adopt a
bylaw:

(i) Requiring the holders of more than a majority of
the shares having voting power to be present or represented
by proxy at any meeting in order to constitute a quorum or
requiring more than a majority of the votes cast in person
or by proxy to be necessary for the transaction

<PAGE>

of any business, except where higher percentages are
required by law or by the Certificate of Incorporation.

(ii) Providing for the management of the Corporation
otherwise than by the Board of Directors or its Executive
Committee.

(b) the affirmative vote of two-thirds of the total number
of shares outstanding and entitled to vote shall be required to
amend, alter, change or repeal Article II, Section 8; Article
III, Sections 2 and 4; Article IV, Section 5; and this Article IX
of these Bylaws.

Coca-Cola Bottling Co. Consolidated

NationsBank of Georgia, National Association,
Trustee

Indenture

Dated as of July 20, 1994

<PAGE>

COCA-COLA BOTTLING CO. CONSOLIDATED

Reconciliation and tie between Trust Indenture Act of 1939, as amended,
and the Indenture, dated as of July 20, 1994.

Trust Indenture
Act SectionIndenture Section

310 (a) (1)..........................................................610
(a) (2)......................................................... 610
(a) (3)..................................................Not applicable
(a) (4)............................................... Not applicable
(a) (5)..........................................................608
(b)..............................................................609
................................................................611
311(a)...............................................................614 (a)
(b)...............................................................614 (b)
(b) (2)...........................................................703 (a)(3)
.............................................................. 703 (b)
(c)........................................................Not applicable
312(a)...............................................................701
..................................................................702 (a)
(b)...............................................................702 (b)
(c)...............................................................702 (c)
313(a)...............................................................703 (a)
(b)...............................................................703 (b)
(c)......................................................703 (a), 703 (b)
(d)...............................................................703 (c)
314(a)...............................................................704
(b).......................................................Not applicable
(c) (1)...........................................................102
(c) (2)...........................................................102
(c) (3)...................................................Not applicable
(d).......................................................Not applicable
(e)...............................................................102
315(a)...............................................................601 (a)
(b)...............................................................602
(c)...............................................................703 (a)(6)
(c)...............................................................601 (b)
(d)...............................................................601 (c)
(d) (1)...........................................................601 (a)(1)
(d) (2)...........................................................601 (c)(2)
(d) (3)...........................................................601 (c)(3)
(e)...............................................................514
316(a)...............................................................101
(a) (1) (A).......................................................512
(a) (1) (B).......................................................513
(a) (2).......................................................Not Applicable
(b)...............................................................508
(c)...............................................................516
317(a)(1)............................................................503
(a)(2)............................................................504
(b)..............................................................1003
318(a)...............................................................107

______________
Note: This reconciliation and tie shall not, for any purpose, be
deemed to be a part of the Indenture.

<PAGE>

TABLE OF CONTENTS

PAGE
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions:
Act . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . 2
Attributable Debt . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . 3
Capital Stock . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . 3
Company Request and Company Order . . . 3
Consolidated Net Tangible Assets . . . . 3
Corporate Trust Office . . . . . . . . . 4
corporation . . . . . . . . . . . . . . 4
Debt . . . . . . . . . . . . . . . . . . 4
Defaulted Interest . . . . . . . . . . . 4
Depositary . . . . . . . . . . . . . . . 4
Event of Default . . . . . . . . . . . . 4
Funded Debt . . . . . . . . . . . . . . 4
Holder . . . . . . . . . . . . . . . . . 4
Indenture . . . . . . . . . . . . . . . 4
interest . . . . . . . . . . . . . . . . 4
Interest Payment Date . . . . . . . . . 4
Maturity . . . . . . . . . . . . . . . . 5
Mortgage . . . . . . . . . . . . . . . . 5
Officers' Certificate . . . . . . . . . 5
Opinion of Counsel . . . . . . . . . . . 5
Original Issue Discount Security . . . . 5

NOTE: This table of contents shall not, for any purpose, be
deemed to be a part of the Indenture.

i
<PAGE>

PAGE

Outstanding . . . . . . . . . . . . . . 5
Paying Agent . . . . . . . . . . . . . . 6
Person . . . . . . . . . . . . . . . . . 6
Place of Payment . . . . . . . . . . . . 6
Predecessor Security . . . . . . . . . . 6
Preferred Stock . . . . . . . . . . . . 6
Principal Property . . . . . . . . . . . 6
Redemption Date . . . . . . . . . . . . 7
Redemption Price . . . . . . . . . . . . 7
Regular Record Date . . . . . . . . . . 7
Repayment Date . . . . . . . . . . . . . 7
Repayment Price . . . . . . . . . . . . 7
Responsible Officer . . . . . . . . . . 7
Restricted Subsidiary . . . . . . . . . 7
Securities . . . . . . . . . . . . . . . 7
Security Register and Security Registrar 7
Special Record Date . . . . . . . . . . 7
Stated Maturity . . . . . . . . . . . . 8
Subsidiary . . . . . . . . . . . . . . . 8
Trustee . . . . . . . . . . . . . . . . 8
Trust Indenture Act . . . . . . . . . . 8
Voting Stock . . . . . . . . . . . . . . 8

SECTION 102. Compliance Certificates and Opinions . . 8

SECTION 103. Form of Documents Delivered to Trustee . 9

SECTION 104. Acts of Holders . . . . . . . . . . . . 9

SECTION 105. Notices, Etc., to Trustee and Company . 11

SECTION 106. Notice to Holders; Waiver . . . . . . . 11

SECTION 107. Conflict with Trust Indenture Act . . . 11

SECTION 108. Effect of Headings and Table of Contents 12

SECTION 109. Successors and Assigns . . . . . . . . . 12

SECTION 110. Separability Clause . . . . . . . . . . 12

SECTION 111. Benefits of Indenture . . . . . . . . . 12

ii<PAGE>

PAGE

SECTION 112. Governing Law . . . . . . . . . . . . . 12

SECTION 113. Legal Holidays . . . . . . . . . . . . . 12

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally . . . . . . . . . . . . 13

SECTION 202. Form of Face of Security . . . . . . . . 13

SECTION 203. Form of Reverse of Security . . . . . . 15

SECTION 204. Form of Trustee's Certificate of
Authentication . . . . . . . . 19

SECTION 205. Securities in Global Form . . . . . . . 19

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series . . 19

SECTION 302. Denominations . . . . . . . . . . . . . 21

SECTION 303. Execution, Authentication, Delivery and
Dating . . . . . . . . . . . . 21

SECTION 304. Temporary Securities . . . . . . . . . . 23

SECTION 305. Registration, Registration of Transfer and
Exchange . . . . . . . . . . . 24

SECTION 306. Mutilated, Destroyed, Lost and Stolen
Securities . . . . . . . . . . 26

SECTION 307. Payment of Interest; Interest Rights
Reserved . . . . . . . . . . . 27

iii
<PAGE>

PAGE

SECTION 308. Persons Deemed Owners . . . . . . . . . 28

SECTION 309. Cancellation . . . . . . . . . . . . . . 28

SECTION 310. Computation of Interest . . . . . . . . 29

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Securities
of any Series . . . . . . . . . 29

SECTION 402. Application of Trust Money . . . . . . . 31

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default . . . . . . . . . . . 31

SECTION 502. Acceleration of Maturity; Rescission and
Annulment . . . . . . . . . . . 33

SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee . . . . 34

SECTION 504. Trustee May File Proofs of Claim . . . . 34

SECTION 505. Trustee May Enforce Claims Without
Possession of Securities . . . 35

SECTION 506. Application of Money Collected . . . . . 35

SECTION 507. Limitation on Suits . . . . . . . . . . 36

SECTION 508. Unconditional Right of Holders to
Receive Principal, Premium and
Interest . . . . . . . . . . . 36

PAGE

SECTION 509. Restoration of Rights and Remedies . . . 37

SECTION 510. Rights and Remedies Cumulative . . . . . 37

SECTION 511. Delay or Omission Not Waiver . . . . . . 37

SECTION 512. Control by Holders . . . . . . . . . . . 37

SECTION 513. Waiver of Past Defaults . . . . . . . . 38

SECTION 514. Undertaking for Costs . . . . . . . . . 38

SECTION 515. Waiver of Stay or Extension Laws . . . . 38

SECTION 516. Record Date for Action By Holders . . . 39

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities . . 39

SECTION 602. Notice of Defaults . . . . . . . . . . . 40

SECTION 603. Certain Rights of Trustee . . . . . . . 41

SECTION 604. Not Responsible for Recitals or Issu-
ance of Securities . . . . . . . . . . 42

SECTION 605. May Hold Securities . . . . . . . . . . 42

SECTION 606. Money Held in Trust . . . . . . . . . . 42

SECTION 607. Compensation and Reimbursement . . . . . 42

SECTION 608. Persons Ineligible for Appointment as
Trustee . . . . . . . . . . . . 43

v
<PAGE>

PAGE

SECTION 609. Disqualification; Conflicting Interests 43

(a) Elimination of Conflicting Interest
or Resignation . . . . . . . . . 43
(b) Notice of Failure to Eliminate
Conflicting Interest or Resign . 43
(c) "Conflicting Interest" Defined . . 43
(d) Definitions of Certain Terms Used
in This Section . . . . . . . . . 47
(e) Calculation of Percentages of
Securities . . . . . . . . . . . 48

SECTION 610. Corporate Trustee Required; Eligibility 49

SECTION 611. Resignation and Removal; Appointment of
Successor . . . . . . . . . . . 49

SECTION 612. Acceptance of Appointment by Successor . 51

SECTION 613. Merger, Conversion, Consolidation or
Succession to Business . . . . 52

SECTION 614. Preferential Collection of Claims
Against Company . . . . . . . . 52

(a) Segregation and Apportionment of
Certain Collections by Trustee,
Certain Exceptions. . . . . . . . 52
(b) Certain Creditor Relationships
Excluded from Segregation and
Apportionment . . . . . . . . . . 55
(c) Definitions of Certain Terms Used in
This Section . . . . . . . . . . 55

SECTION 615. Appointment of Authenticating Agent . . 56

vi
<PAGE>

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
PAGE

SECTION 701. Company to Furnish Trustee Names and
Addresses of Holders . . . . . 58

SECTION 702. Preservation of Information; Communi-
cations to Holders . . . . . . 58

SECTION 703. Reports by Trustee . . . . . . . . . . . 59

SECTION 704. Reports by Company . . . . . . . . . . . 61

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, OR TRANSFER

Section 801. Company May Consolidate, Etc., Only
on Certain Terms . . . . . . . 62

Section 802. Successor Corporation Substituted . . . 62

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of
Holders . . . . . . . . . . . . 63

SECTION 902. Supplemental Indentures With Consent of
Holders . . . . . . . . . . . . 64

SECTION 903. Execution of Supplemental Indentures . . 65

SECTION 904. Effect of Supplemental Indentures . . . 65

SECTION 905. Conformity with Trust Indenture Act . . 65

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PAGE

SECTION 906. Reference in Securities to Supplemental
Indentures . . . . . . . . . . 65

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium and
Interest . . . . . . . . . . . . . 66

SECTION 1002. Maintenance of Office or Agency . . . . 66

SECTION 1003. Money for Securities Payments to Be
Held in Trust . . . . . . . . . . . 66

SECTION 1004. Corporate Existence . . . . . . . . . . 68

SECTION 1005. Statement By Officers as to Default . . 68

SECTION 1006. Restrictions on Debt . . . . . . . . . 68

SECTION 1007. Restrictions on Sales and Leasebacks . 70

SECTION 1008. Waiver of Certain Covenants . . . . . . 71

SECTION 1009. Calculation of Original Issue Discount;
and Certain Information Concerning
Tax Reporting. . . . . . . . . . . 71

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article . . . . . . . 72

SECTION 1102. Election to Redeem; Notice to Trustee . 72

SECTION 1103. Selection by Trustee of Securities to Be
Redeemed . . . . . . . . . . . 72

SECTION 1104. Notice of Redemption . . . . . . . . . 73

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PAGE

SECTION 1105. Deposit of Redemption Price . . . . . . 73

SECTION 1106. Securities Payable on Redemption Date . 73

SECTION 1107. Securities Redeemed in Part . . . . . . 74

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article . . . . . . . 74

SECTION 1202. Satisfaction of Sinking-Fund Payments
with Securities. . . . . . . . 75

SECTION 1203. Redemption of Securities for Sinking
Fund . . . . . . . . . . . . . 75

ARTICLE THIRTEEN

DEFEASANCE

SECTION 1301. Applicability of Article; Company's
Option to Effect Defeasance . 75

SECTION 1302. Defeasance and Discharge . . . . . . . 76

SECTION 1303. Covenant Defeasance . . . . . . . . . . 76

SECTION 1304. Conditions to Defeasance . . . . . . . 76

SECTION 1305. Deposited Money and U.S. Government
Obligations to be Held in Trust;
Miscellaneous . . . . . . . . . . 78

ARTICLE FOURTEEN

REPAYMENT OF SECURITIES AT OPTION OF HOLDERS

SECTION 1401. Applicability of Article . . . . . . . 79

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PAGE

SECTION 1402. Notice of Repayment Date . . . . . . . 79

SECTION 1403. Deposit of Repayment Price . . . . . . 80

SECTION 1404. Securities Payable on Repayment Date . 80

SECTION 1405. Securities Repaid in Part . . . . . . . 80

ARTICLE FIFTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS.

SECTION 1501. Immunity of Incorporators, Stockholders,
Officers and Directors . . . . 81

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . 82

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . 82

ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . 82

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INDENTURE, dated as of July 20, 1994, between Coca-Cola
Bottling Co. Consolidated, a corporation duly organized and
existing under the laws of the State of Delaware (herein called
the "Company"), having its principal office at 1900 Rexford Road,
Charlotte, North Carolina 28211, and NationsBank of Georgia,
National Association, a National Banking Association organized
under the laws of the United States, as Trustee (herein called
the "Trustee"), having its principal office at 600 Peachtree
Street, Atlanta, Georgia 30308.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time
of its unsecured debentures, notes or other evidences of
indebtedness (herein called the "Securities"), to be issued in
one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101. Definitions.

For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well
as the singular;

(2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein;

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(3) all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally
accepted accounting principles and, except as otherwise herein
expressly provided, the term "generally accepted accounting
principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally
accepted at the date of such computation; and

(4) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and
not to any particular Article, Section or other subdivision.

Certain terms, used principally in Article Six, are defined
in that Article.

"Act", when used with respect to any Holder, has the meaning
specified in Section 104.

"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person.
For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

"Attributable Debt" means, as to any particular lease under
which any person is at the time liable, at any date as of which
the amount thereof is to be determined, the total net amount of
rent required to be paid by such Person under such lease during
the remaining primary term thereof, discounted from the
respective due date thereof to such date at a rate per annum
equal to the weighted average interest rate, or yield to maturity
in the case of an Original Issue Discount Security, borne by all
the Outstanding Securities. The weighted average interest rate
borne by the Securities shall be calculated by dividing the
aggregate of the annual interest payments required on the
Securities, based on the amount Outstanding at the latest date
any Securities were issued hereunder, by the aggregate principal
amount of the Securities Outstanding at such date. In the case
of an Original Issue Discount Security, the amount Outstanding
shall be deemed to be the entire principal amount thereof and the
annual interest payments shall be deemed to be the product
obtained by multiplying such entire principal amount by the rate
of interest payable on overdue principal. The net amount of rent
required to be paid under any such lease for any such period
shall be the amount of the rent payable by the lessee with
respect to such period, after excluding amounts required to be
paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges. In the case of any
lease which is terminable by the lessee upon the payment of a
penalty, such net amount shall also include the amount of such
penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may
be so terminated.

"Authenticating Agent" means any Person authorized by the
Trustee to act on behalf of the Trustee to authenticate
Securities.

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<PAGE>

"Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have
been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered
to the Trustee.

"Business Day", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which any banking institutions in
that Place of Payment are authorized or obligated by law to
close.

"Capital Stock", as applied to the stock of any corporation,
means the capital stock of every class whether now or hereafter
authorized, regardless of whether such capital stock shall be
limited to a fixed sum or percentage with respect to the rights
of the holders thereof to participate in dividends and in the
distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of such corporation.

"Commission" means the Securities and Exchange Commission,
as from time to time constituted, created under the Securities
Exchange Act of 1934, or, if at any time after the execution of
this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

"Company" means the Person named as the "Company" in the
first paragraph of this instrument until a successor corporation
shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Company" shall mean such
successor corporation.

"Company Request" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by the
Chairman of the Board or a Vice Chairman, the President or a Vice
President (any reference to a Vice President of the Company
herein shall be deemed to include any Vice President of the
Company whether or not designated by a number or a word or words
added before or after the title "Vice President"), and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the
Company, and delivered to the Trustee.

"Consolidated Net Tangible Assets" means the aggregate
amount of assets (less applicable reserves and other properly
deductible items) after deducting therefrom (i) all current
liabilities, and (ii) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the most recent balance sheet of
the Company and its consolidated subsidiaries and computed in
accordance with generally accepted accounting principles. For
purposes of this definition, any leasehold interest of the
Company or any Restricted Subsidiary shall be deemed to be a
tangible asset if the rental obligations thereunder are included
in Funded Debt.

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<PAGE>

"Corporate Trust Office" means the principle office of the
Trustee at which at any particular time its corporate trust
business shall be principally administered, which office at the
date hereof is located at 600 Peachtree Street, Suite 900,
Atlanta, Georgia 30308, Attention: Corporate Trust
Administration.

"corporation" includes corporations, associations, companies
and business trusts.

"Debt" has the meaning specified in Section 1006.

"Defaulted Interest" has the meaning specified in Section
307.

"Depositary" means, with respect to the Securities of any
series issuable or issued in the form of a global Security, the
Person designated as Depositary by the Company pursuant to
Section 301 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and
thereafter "Depositary" shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the
Securities of any such series shall mean the Depositary with
respect to the Securities of that series.

"Event of Default" has the meaning specified in Section 501.

"Funded Debt" means (i) all indebtedness for money borrowed
having a maturity of more than 12 months from the date as of
which the amount thereof is to be determined or having a maturity
of less than 12 months but by its terms being renewable or
extendible beyond 12 months from such date at the option of the
borrower, and (it) rental obligations payable more than 12 months
from such date under leases which are capitalized in accordance
with generally accepted accounting principles (such rental
obligations to be included as Funded Debt at the amount so
capitalized and to be included for the purposes of the definition
of Consolidated Net Tangible Assets both as an asset and as
Funded Debt at the amount so capitalized).

"Holder" means a Person in whose name a Security is
registered in the Security Register.

"Indenture" means this Instrument as originally executed or
as it may from time to time be supplemented or amended by one or
more Indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of any
particular series of Securities established as contemplated by
Section 301.

"interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after
Maturity, means interest payable after Maturity.

"Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest
on such Security.

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<PAGE>

"Maturity", when used with respect to any Security, means
the date on which the principal of such Security or an
installment of principal becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration
of acceleration, call for redemption, occurrence of any Repayment
Date or otherwise.

"Mortgage" has the meaning specified in Section 1006.

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an
Assistant Secretary, of the Company, and delivered to the
Trustee.

"Opinion of Counsel" means a written opinion of counsel, who
may (except as otherwise provided in this Indenture) be counsel
for, or an employee of, the Company, and who shall be acceptable
to the Trustee.

"Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502.

"Outstanding", when used with respect to Securities of any
series, means, as of the date of determination, all Securities of
such series theretofore authenticated and delivered under this
Indenture, except:

(i) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

(ii) Securities for whose payment or redemption money
in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in
trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the
Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and

(iii) Securities which have been paid pursuant to
Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of
which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid
obligations of the Company;

provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities of any
series have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the principal amount of
an Original Issue

5
<PAGE>

Discount Security that shall be deemed to be Outstanding shall be
the amount of the principal thereof that would be due and payable
as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, and (ii) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor.

"Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any
Securities on behalf of the Company.

"Person" means any individual, corporation, partnership,
joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or
political subdivision thereof.

"Place of Payment", when used with respect to the Securities
of any series, means the place or places where the principal of
(and premium, if any) and interest on the Securities of that
Series are payable as specified as contemplated by Section 301.

"Predecessor Security" of any particular Security means
every previous Security evidencing all or a portion of the same
debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and
delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

"Preferred Stock," as applied to the Capital Stock of any
corporation, means Capital Stock ranking prior to the shares of
any other class of Capital Stock of said corporation as to the
payment of dividends or the distribution of assets on any
voluntary or involuntary liquidation.

"Principal Property" means any building, structure or other
facility, together with the land upon which it is erected and
fixtures comprising a part thereof, used primarily for the
bottling, canning or packaging of soft drinks or soft drink
products or warehousing and distributing of such products, owned
or leased by the Company or any Subsidiary of the Company, the
gross book value (without deduction of any depreciation reserves)
of which on the date as of which the determination is being made
exceeds 3% of Consolidated Net Tangible Assets, other than any
such building, structure or other facility or portion thereof
which, in the opinion of the Board of Directors of the Company,
is not of material importance to the total business conducted by
the Company and its Subsidiaries as an entirety.

<PAGE>

"Redemption Date", when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or
pursuant to this Indenture.

"Redemption Price", when used with respect to any Security
to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture.

"Regular Record Date" for the interest payable on any
Interest Payment Date on the Securities of any series means the
date specified for that purpose as contemplated by Section 301.

"Repayment Date", when used with respect to any Security of
any series to be repaid, means the date, if any, fixed for such
repayment pursuant to Section 301 of this Indenture.

"Repayment Price", when used with respect to any Security of
any series to be repaid, means the price, if any, at which such
Security is to be repaid pursuant to Section 301 of this
Indenture.

"Responsible Officer", when used with respect to the
Trustee, means any officer in the Corporate Trust Office of the
Trustee or any other officer of the Trustee customarily
performing functions similar to those performed by any of the
above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity
with the particular subject.

"Restricted Subsidiary" means a Subsidiary of the Company
which (i) owns a Principal Property as of the date hereof, or
(ii) acquires a Principal Property after the date hereof from the
Company or a Restricted Subsidiary other than for cash equal to
such property's fair market value as determined by the Board of
Directors, or (iii) acquires a Principal Property after the date
hereof by purchase with funds substantially all of which are
provided by the Company or a Restricted Subsidiary or with the
proceeds of indebtedness for money borrowed, which indebtedness
is guaranteed in whole or in part by the Company or a Restricted
Subsidiary, or (iv) is a party to any contract with respect to
the bottling, canning, packaging or distribution of soft drinks
or soft drink products, other than any such contract which in the
opinion of the Board of Directors of the Company is not of
material importance to the total business conducted by the
Company and its Subsidiaries as an entirety.

"Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

"Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section
307.

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<PAGE>

"Stated Maturity", when used with respect to any Security or
any Installment of principal thereof or Interest thereon, means
the date specified in such Security as the fixed date on which
the principal of such Security or such installment of principal
or interest is due and payable.

"Subsidiary" means a corporation more than 50% of the
outstanding Voting Stock of which is owned, directly or
indirectly by the Company or by one or more other Subsidiaries,
or by the Company and one or more other Subsidiaries.

"Trustee" means the Person named as the "Trustee" in the
first paragraph of this instrument until a successor Trustee
shall have become such pursuant to the applicable provisions of
this Indenture, and thereafter "Trustee" shall mean or include
each Person who is then a Trustee hereunder, and if at any time
there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee
with respect to Securities of that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended and in force at the date as of which this instrument
was executed, except as provided in Section 905.

"Voting Stock" means stock of the class or classes having
general voting power under ordinary circumstances for the
election of the board of directors, managers or trustees of such
corporation (irrespective of whether or not at the time stock of
any other class or classes shall have or might have voting power
by reason of the happening of any contingency).

SECTION 102. Compliance Certificates and Opinions.

Except as otherwise expressly provided by this Indenture,
upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied
with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or
request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating
to such particular application or request, no additional
certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture (other
than certificates provided pursuant to paragraph (4) of Section
704 of this Indenture) shall include:

(1) a statement that each individual signing such
certificate or opinion has read such covenant or condition and
the definitions herein relating thereto;

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<PAGE>

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such
individual, he or she has made such examination or investigation
as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been
complied with, and

(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

SECTION 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such
Person may certify or give an opinion as to such matters in one
or several documents.

Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect
to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect
to such factual matters is in the possession of the Company,
unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but
need not, be consolidated and form one instrument.

SECTION 104. Acts of Holders.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be
given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such
Holders in person or by agent duly appointed in writing; and, except
as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company.
Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act"
of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any
such agent shall be sufficient

9
<PAGE>

for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any
such instrument or writing may be proved in any reasonable manner
which the Trustee deems sufficient.

(d) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall
bind every future Holder of the same Security and the Holder of
every Security issued upon the registration or transfer thereof
or in exchange therefor or in lieu thereof in respect of anything
done, omitted or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent, any Authenticating Agent or the
Company in reliance thereon, whether or not notation of such
action is made upon such Security.

(e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall
bind every future Holder of the same Security and the Holder of
every Security issued upon the registration of transfer thereof
or in exchange therefor or in lieu thereof in respect of anything
done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such
action is made upon such Security.

(f) Without limiting the generality of the foregoing,
unless otherwise specified pursuant to Section 301 or pursuant to
one or more indentures supplemental hereto, a Holder, including a
Depositary that is the Holder of a global Security, may make,
give or take, by a proxy or proxies duly appointed in writing,
any request, demand, authorization, direction, notice, consent,
waiver or other action provided in this Indenture to be made,
given or taken by Holders, and a Depositary that is the Holder of
a global Security may provide its proxy or proxies to the
beneficial owners of interests in any such global Security
through such Depositary's standing instructions and customary
practices.

(g) The Trustee shall fix a record date for the purpose of
determining the Persons who are beneficial owners of interests in
any global Security held by a Depositary entitled under the
procedures of such Depositary to make, give or take, by a proxy
or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action
provided in this Indenture to be made, given or taken by Holders.
If such a record date is fixed, the Holders on such record date
or their duly appointed proxy or proxies, and only such Persons,
shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other
action, whether or not such Holders remain Holders after such
record date. No such request, demand, authorization, direction,
notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than 90 days after such
record date.

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SECTION 105. Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or
permitted by this Indenture to be made upon, given or furnished
to, or filed with,

(1) the Trustee by any Holder or by the Company shall
be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust
Administration, or at any other address previously furnished
in writing to the Company by the Trustee, or

(2) the Company by the Trustee or by any Holder shall
be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first-
class postage prepaid, to the Company addressed to it and
marked "Attention: Treasurer" at the address of its
principal office specified in the first paragraph of this
instrument or at any other address previously furnished in
writing to the Trustee by the Company.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at such
Holder's address as it appears in the Security Register, not
later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the
person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service
or by reason of any other cause it shall be impracticable to give
such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.

SECTION 107. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control.

11
<PAGE>

SECTION 108. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the
construction hereof.

SECTION 109. Successors and Assigns.

All covenants and agreements in this Indenture by the
Company shall bind its successors and assigns, whether so
expressed or not.

SECTION 110. Separability Clause.

In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

SECTION 111. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto,
any Security Registrar and Paying Agent, any Authenticating Agent
and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this
Indenture.

SECTION 112. Governing Law.

This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

SECTION 113. Legal Holidays.

In any case where any Interest Payment Date, Redemption
Date, Repayment Date or Stated Maturity of any Security shall not
be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any) need not
be made at such Place of Payment on such date, but may be made on
the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date
or Redemption Date, Repayment Date or at the Stated Maturity,
provided that no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date, Repayment Date
or Stated Maturity, as the case may be.

12
<PAGE>

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally.

The Securities of each series shall be in substantially the
form set forth in this Article, or in such other form (including
global form) as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted
by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as
evidenced by their execution of the Securities. If the form of
Securities of any series is established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 303
for the authentication and delivery of such Securities, if any.

The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods on steel
engraved borders or may be produced in any other manner, subject
to the rules of any securities exchange on which the Securities
may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

SECTION 202. Form of Face of Security.

[If the Security is an Original Issue Discount Security,
insert - FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE UNITED
STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF
ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS..... % OF ITS
PRINCIPAL AMOUNT, THE ISSUE DATE IS......, 19 AND THE YIELD
TO MATURITY IS ...%, THE METHOD USED TO DETERMINE THE YIELD IS
... AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT APPLICABLE TO
THE SHORT ACCRUAL PERIOD OF ...., 19 to ..., 19 is ... %
OF THE PRINCIPAL AMOUNT, OF THIS SECURITY.]

COCA-COLA BOTTLING CO. CONSOLIDATED
_____% __________DUE ___________
(Hereinafter "Securities")
No.... $ ...

COCA-COLA BOTTLING CO. CONSOLIDATED, a corporation duly
organized and existing under the laws of the State of Delaware (herein
called the "Company", which term

13<PAGE>

includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
..................................................
................................. or registered assigns, the
principal sum of ..................... Dollars on
........................................... [If the Security is
to bear interest prior to Maturity, insert --, and to pay
interest thereon from ................... or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on ..... and .....in each year,
commencing ............., at the rate of .. % per annum, until
the principal hereof is paid or made available for payment if
applicable insert --, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of ..% per
annum on any overdue principal and premium and on any overdue
installment of interest]. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the ...
or ... (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.]

[If the Security is not to bear interest prior to Maturity,
insert -- The principal of this Security shall not bear interest
except in the case of a default in payment of principal upon
acceleration, upon redemption, [if applicable,insert - upon
repayment at the option of the Holder] or at Stated Maturity and
in such case the overdue principal of this Security shall bear
interest at the rate of ...% per annum (to the extent that the
payment of such interest shall be legally enforceable), which
shall accrue from the date of such default in payment to the date
payment of such principal has been made or duly provided for.
Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of ... % per annum (to the
extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on
demand.]

Payment of the principal of (and premium, if any) and [if
applicable, insert -- any such] interest on this Security will be
made at the office or agency of the Company maintained for that
purpose in.......................................................
.............................................................
in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and
private debts (if applicable, insert --; provided, however, that
at the option of the Company payment of interest

14
<PAGE>

may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register].

[Insert a brief description of the right, if any, of Holders
to elect repayment.].

Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.

Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.

IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.

Dated:

COCA-COLA BOTTLING CO.
CONSOLIDATED

By:.........................
[Title]

Attest:

.........................
[Assistant] Secretary

SECTION 203. Form of Reverse of Security.

This Security is one of a duly authorized issue of
securities of the Company, issued and to be issued in one or more
series under an Indenture, dated as of __________, 1994 (herein
called the "Indenture"), between the Company and NationsBank of
Georgia, National Association, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of
the series designated on the face hereof limited in aggregate
principal amount to $.......].

15
<PAGE>

[If applicable, insert -- The Securities of this series are
subject to redemption upon not less than 30 days' nor more than
60 days' prior notice by mail, [if applicable insert -- (1) on
.... in any year commencing with the year... and ending with the
year.... through operation of the sinking fund for this series at
a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [on or after..........,.... ], as a whole or
from time to time in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [on or before ....., ..... %, and
if redeemed ] during the 12-month period beginning........ of the
years indicated,

Redemption Redemption
Year Price Year Price

and thereafter at a Redemption Price equal to ... % of the
principal amount, together in the case of any such redemption [if
applicable, insert -- (whether through operation of the sinking
fund or otherwise)] with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture.]

[If applicable, insert -- The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail,
(1) on............. in any year commencing with the year
........... and ending with the year.......... through operation
of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after..........], as a whole or
in part, at the election of the Company, at the Redemption Prices
for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth
in the table below: If redeemed during the 12-month period
beginning....... of the years indicated.

Redemption Price
For Redemption Redemption Price For
Through Operation Redemption Otherwise
of the Than Through Operation
Year Sinking Fund of the Sinking Fund

<PAGE>

and thereafter at a Redemption Price equal to ... % of the
principal amount, together in the case of any such redemption
(whether through operation of the sinking fund or otherwise) with
accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture.]

[Notwithstanding the foregoing, the Company may not, prior
to............ redeem any Securities of this series as
contemplated by [Clause (2) of] the preceding paragraph as a part
of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ... % per
annum.]

[The sinking fund for this series provides for the
redemption on....... in each year beginning with the year.... and
ending with the year.... of [not less than] $...... [("mandatory
sinking fund") and not more than $...... ] aggregate principal
amount of Securities of this series. [Securities of this series
acquired or redeemed by the Company otherwise than through
[mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required
to be made -- in the inverse order in which they become due.]

[In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for
the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]

[If applicable, insert provisions with respect to redemption
or repayment at the option of the Holder and the issuance of
Securities in lieu of Securities redeemed or repaid at the option
of the Holder.]

[If the Security is not an Original Issue Discount Security,
-- If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security, -If
an Event of Default with respect to Securities of this series
shall occur and be continuing, an amount of principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. Such
amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared
due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and
interest, if any, on the Securities of this series shall
terminate.]

17
<PAGE>

The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal
amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding,
on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.

No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the right
of the Holder of this Security, which is absolute and
unconditional, to receive payment of the principal of (and
premium, if any) and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed,

As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.

The Securities of this series are issuable only in
registered form without coupons in denominations of $......
and any integral multiple thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities
of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.

No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.

18
<PAGE>

All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

[If applicable, insert form of option to elect repayment.]

SECTION 204. Form of Trustee's Certificate of Authentication.

This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

NationsBank of Georgia,

National Association, as Trustee

By: ____________________________
Authorized Signatory

SECTION 205. Securities in Global Form.

If any Security of a series is issuable in global form, such
Security may provide that it shall represent the aggregate amount
of Outstanding Securities from time to time endorsed thereon and
may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced
to reflect exchanges. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the
amount, of Outstanding Securities represented thereby shall be
made by the Trustee and in such manner as shall be specified in
such Security. Any instructions by the Company with respect to a
Security in global form, after its initial issuance, shall be in
writing but need not comply with Section 102.

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. All
Securities of each series issued under this Indenture shall in
all respects be equally and ratably entitled to the benefits
hereof with respect to such series without preference, priority
or distinction on account of the actual time of the
authentication and delivery or Maturity of the Securities of such
series. There shall be established in or pursuant to a Board
Resolution and, subject to Section 303, set forth, or determined
in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

19
<PAGE>

(1) the title of the Securities of the series (which
shall distinguish the Securities of the series from all
other Securities);

(2) any limit upon the aggregate principal amount of
the Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of
the series pursuant to Section 304, 305, 306, 906 or 1107
and except for any Securities which, pursuant to Section
303, are deemed never to have been authenticated and
delivered hereunder);

(3) the date or dates (or manner of determining the
same) on which the principal of the Securities of the series
is payable (which, if so provided in such Board Resolution,
may be determined by the Company from time to time and set
forth in the Securities of the series issued from time to
time);

(4) the rate or rates (or the manner of calculation
thereof) at which the Securities of the series shall bear
interest, if any, the date or dates from which such interest
shall accrue (which, if so provided by the Board Resolution,
may be determined by the Company from time to time and set
forth in the Securities of the series issued from time to
time), the Interest Payment Dates on which such interest
shall be payable and the Regular Record Date for the
interest payable on any Interest Payment Date;

(5) if other than the Corporate Trust Office of the
Trustee, the place or places where the principal of (and
premium, if any) and interest, if any, on Securities of the
series shall be payable;

(6) the period or periods within which, the price or
prices at which and the terms and conditions upon which
Securities of the series may be redeemed, in whole or in
part, at the option of the Company;

(7) the obligation, if any, of the Company to redeem
or repurchase Securities of the series pursuant to any
sinking fund or analogous provisions or at the option of a
Holder thereof and the period or periods within which, the
price or prices at which and the terms and conditions upon
which Securities of the series shall be redeemed or
repurchased, in whole or in part, pursuant to such
obligation;

(8) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which
Securities of the series shall be issuable;

(9) whether the Securities of the series shall be
issued in whole or in part in the form of a global Security
or Securities and, in such case, the Depositary for such
global Security or Securities;

(10) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series
which shall be payable upon declaration of acceleration of
Maturity thereof pursuant to Section 502;

20<PAGE>

(11) the application, if any, of either or both of
Section 1302 and Section 1303 hereof to the Securities of
the series; and

(12) any other terms of the series (which terms shall
not be inconsistent with the provisions of this Indenture).

All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise
be, provided in or pursuant to the Board Resolution referred to
above and (subject to Section 303) set forth in the Officers'
Certificate referred to above or in any such indenture
supplemental hereto.

If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers' Certificate setting
forth the terms of the series.

SECTION 302. Denominations.

The Securities of each series shall be issuable in
registered form without coupons in such denominations as shall be
specified as contemplated by Section 301. In the absence of any
such provisions with respect to the Securities of any series, the
Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by
its Chairman of the Board or one of its Vice Chairmen, its
President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on
the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior
to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for
authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee
in accordance with the Company Order shall authenticate and
deliver such Securities. If any Security shall be represented by
a global Security, then, for purposes of this Section and Section
304, the notation of the record owner's interest therein upon
original issuance of such Security shall be deemed to be delivery
in connection with the original issuance of each beneficial
owner's interest in such global Security. If all the Securities
of any one series are not to be originally issued at one time and
if a Board Resolution relating to such Securities

21
<PAGE>

shall so permit, such Company Order may set forth procedures
acceptable to the Trustee for the issuance and authentication
of such Securities.

If the form or terms of the Securities of the series have
been established in or pursuant to one or more Board Resolutions
as permitted by Sections 201 and 301, in authenticating such
Securities, and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall
be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating:

(a) if the form of such Securities has been
established by or pursuant to Board Resolution as permitted
by Section 201, that such form has been established in
conformity with the provisions of this Indenture;

(b) if the terms of such Securities have been
established by or pursuant to Board Resolution as permitted
by Section 301, that such terms have been established in
conformity with the provisions of this Indenture;

(c) that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally
binding obligations of the Company, enforceable in
accordance with their terms, subject to bankruptcy,
insolvency, reorganization and other laws of general
applicability relating to or affecting the enforcement of
creditors' rights and to general equity principles;

(d) that all laws and requirements in respect of the
execution and delivery by the Company of the Securities have
been complied with; and

(e) such other matters as the Trustee may reasonably
request.

If such form or terms have been so established, the Trustee shall
not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the
Trustee's own rights, duties or immunities under the Securities
and this Indenture or otherwise in a manner which is not
reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 301 and of the
preceding paragraph, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to
deliver the Officers' Certificate otherwise required pursuant to
Section 301 or the Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraph at or prior to the
time of authentication of each Security of such series if such
documents are delivered at or prior to the time of authentication
upon original issuance of the first Security of such series to be
issued.

Unless otherwise provided in the form of Security for any
series, all Securities shall be dated the date of its authentication.

22
<PAGE>

No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence,
that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 102
and need not be accompanied by an opinion of Counsel) stating
that such Security has never been issued and sold by the Company,
for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

If the Company shall establish pursuant to Section 301 that
the Securities of a series are to be issued in the form of one or
more global Securities, then the Company shall execute and the
Trustee shall, in accordance with this Section and the Company
Order with respect to such series, authenticate and deliver one
or more global Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate principal amount
of all of the Securities of such series issued and not yet
canceled, (ii) shall be registered in the name of the Depositary
for such global Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instructions and (iv)
shall bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for
Securities in definitive registered form, this Security may not
be transferred except as a whole by the Depositary to the
nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary."

Each Depositary designated pursuant to Section 301 for a
global Security must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934, as amended,
and any other applicable statute or regulation.

SECTION 304. Temporary Securities.

Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such
Securities.

If temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of

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<PAGE>

definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of
such series of like Stated Maturity and with like terms and
provisions upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of
Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary
securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series
and of like Stated Maturity and with like terms and provisions.
Until so exchanged the temporary Securities of any series shall
in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series of like Stated
Maturity and with like terms and provisions.

SECTION 305. Registration; Registration of Transfer and
Exchange.

The Company shall cause to be kept at one of its offices or
agencies maintained pursuant to Section 1002 a register (the
register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. The person
responsible for the maintenance of the Security Register is
referred to herein as the "Security Registrar". The Trustee is
hereby appointed the initial "Security Registrar".

Upon surrender for registration of transfer of any Security
of any series at the office or agency in a Place of Payment for
that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of a like aggregate
principal amount and tenor.

At the option of the Holder, Securities of any series may be
exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount
and tenor, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the
Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities surrendered upon
such registration of transfer or exchange.

Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or
the Security Registrar) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.

24
<PAGE>

No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than
exchanges pursuant to Sections 304, 906 or 1107 not involving any
transfer.

The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period
beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Securities of that
series selected for redemption under Section 1103 and ending at
the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

Notwithstanding any other provision of this Section 305,
unless and until it is exchanged in whole or in part for
Securities in definitive registered form, a global Security
representing all or a portion of the Securities of a series may
not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such
successor depositary.

If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue
as Depositary for the Securities of such series or if at any time
the Depositary for the Securities of such series shall no longer
be eligible under Section 303, the Company shall appoint a
successor Depositary with respect to the Securities of such
series. If a successor Depositary for the Securities of such
series is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such
ineligibility, the Company's election pursuant to Section 301(9)
shall no longer be effective with respect to the Securities of
such series, and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, will authenticate and
deliver, Securities of such series in definitive registered form
without coupons, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the global
Security or Securities representing such series, in exchange for
such global Security or Securities.

The Company may at any time and in its sole discretion
determine that the Securities of any series issued in the form of
one or more global Securities shall no longer be represented by a
global Security or Securities. In such event the Company will
execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Securities of such series
in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the
principal amount of the global Security or Securities
representing such series, in exchange for such global Security or
Securities.

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<PAGE>

If specified by the Company pursuant to Section 301 with
respect to a series of Securities, a Person owning a beneficial
interest in a global Security for Securities of a series may
instruct the Depositary for such series of Securities to
surrender such global Security in exchange in whole or in part
for Securities of such series in definitive registered form on
such terms as are acceptable to the Company and such Depositary.
Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge:

(i) to the Person specified by such Depositary a new
Security or Securities of the same series, of any authorized
denomination as requested by such Person, in an aggregate
principal amount equal to and in exchange for such Person's
beneficial interest in the global Security; and

(ii) to such Depositary a new global Security in a
denomination equal to the difference, if any, between the
principal amount of the surrendered global Security and the
aggregate principal amount of Securities authenticated and
delivered pursuant to Clause (i) above.

Upon the exchange of a global Security for Securities in
definitive registered form without coupons, in authorized
denominations, such global Security shall be cancelled by the
Trustee. Securities in definitive registered form without
coupons issued in exchange for a global Security pursuant to this
Section 305 shall be registered in such names and in such
authorized denominations as the Depositary for such global
Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to or as directed by the
Persons in whose names such Securities are so registered.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or
theft of any Security and (ii) such security or indemnity as may
be required by them to save each of them and any agent of either
of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and upon its request
the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen
Security has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security,
pay such Security.

Upon the issuance of any new Security under this Section,
the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed

26
<PAGE>

in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this
Section in lieu of any destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series duly issued
hereunder.

The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies
with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.

SECTION 307. Payment of Interest; Interest Rights Reserved.

Unless otherwise provided as contemplated by Section 301
with respect to any series of Securities, interest on any
Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular
Record Date for such interest.

Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith
cease to be payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the
Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a
Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of
such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special
Record Date therefor

<PAGE>

to be mailed, first-class postage prepaid, to each Holder of
Securities of such series at his address as it appears in
the Security Register, not less than 11 days prior to such
Special Record Date. The Trustee may, in its discretion,
in the name and at the expense of the Company, cause a similar
notice to be published at least once in an authorized newspaper
in each Place of Payment, but such publication shall not be
a condition precedent to the establishment of such Special
Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons
in whose names the Securities of such series (or their
Prespective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted
Interest on the Securities of any series in any other lawful
manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange,
if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such manner of
payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

SECTION 308. Persons Deemed Owners.

Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Security
is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and
(subject to Section 307) interest, if any, on such Security and
for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the
contrary.

None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account
of beneficial ownership interests of a global Security or for
maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

SECTION 309. Cancellation.

All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may

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<PAGE>

at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee, except that
if a global Security is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the
Depositary for such global Security, without service charge, a
new global Security or Securities in a denomination equal to and
in exchange for the unredeemed portion of the principal of the
global Security so surrendered. No Securities shall be
authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by
the Trustee shall be destroyed by the Trustee, and the Trustee
shall deliver a certificate of such destruction to the Company.

Notwithstanding any other provision of this Indenture to the
contrary, in the case of a series, all the Securities of which
are not deemed to have been originally issued at one time, a
Security of such series shall not be deemed to have been
Outstanding at any time hereunder if and to the extent that,
subsequent to the authentication and delivery thereof, such
Security is delivered to the Trustee for such Security for
cancellation by the Company or any agent thereof upon the failure
of the original purchaser thereof to make payment therefor
against delivery thereof, and any Security so delivered to such
Trustee shall be promptly cancelled by it.

SECTION 310. Computation of Interest.

Except as otherwise specified as contemplated by Section 301
for Securities of any series, interest, if any, on the Securities
of each series shall be computed on the basis of a 360-day year
of twelve 30-day months.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Securities of any
Series.

(a) The Company shall be deemed to have satisfied and
discharged the entire indebtedness on all the Securities of any
particular series and, so long as no Event of Default shall be
continuing, the Trustee for the Securities of such series, upon
Company Request and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of
such indebtedness, when:

(1) either

(A) all Securities of such series theretofore
authenticated and delivered (other than (i) Securities
of such series which have been destroyed, lost or
stolen and which have been replaced or paid as provided
in Section 306 and (ii) Securities

<PAGE>

of such series for whose payment money has theretofore
been deposited in trust or segregated and held in trust
by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 1003)
have been delivered to the Trustee for cancellation; or

(B) all Outstanding Securities of such series not
described in subclause (A) above and not theretofore
delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their
Stated Maturity within one year, or

(iii) are to be called for redemption within one
year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by
the Trustee in the name, and at the expense, of
the Company,

and the Company, in the case of (i), (ii) or (iii)
above, has deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose an
amount sufficient to pay and discharge the entire
indebtedness on all such Outstanding Securities, for
principal (and premium, if any) and interest, if any,
to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all
other sums payable hereunder by the Company with respect to
Securities of such series; and

(3) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of the entire
indebtedness on all Securities of such series have been
complied with.

(b) Upon the satisfaction of the conditions set forth in
this Section 401 with respect to all the Securities of any
series, the terms and conditions of such series, including the
terms and conditions with respect thereto set forth in this
Indenture, shall no longer be binding upon, or applicable to, the
Company, and the Holders or the Securities of such series shall
look for payment only to the funds deposited with the Trustee
pursuant to Section 401(a)(1)(B); provided, however, that in no
event shall the Company be discharged from any obligations under
Sections 305, 306 (except that Securities of such series issued
upon registration of transfer or exchange or in lieu of mutilated,
destroyed, lost or stolen Securities shall not be obligations of
the Company), 607, 611, 701 or 1002; and provided, further, that in
the event a petition for relief under Title 11 of the United States
Code or a successor statute is filed and not discharged with respect
to the Company within 91 days after the deposit pursuant to Section
401(a)(1)(B), the entire indebtedness on all Securities of such
series shall not be discharged, and in such event the

30
<PAGE>

Trustee shall return such deposited funds as it is
then holding to the Company upon Company Request.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section
401 shall be held in trust and applied by it, in accordance with
the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest, if any, for whose payment such
money has been deposited with the Trustee; but such money need
not be segregated from other funds except to the extent otherwise
required by law.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

"Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or
governmental body):

(1) default in the payment of any interest upon any
Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of (or
premium, if any, on) any Security of that series at its
Maturity; or

(3) default in the deposit of any sinking fund
payment, when and as due by the terms of a Security of that
series; or

(4) default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture (other
than a covenant or warranty a default in whose performance
or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this
Indenture solely for the benefit of a series of Securities
other than that series), and continuance of such default or
breach for a period of 60 days after there has been given,
by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the Outstanding
Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder;
or

31
<PAGE>

(5) a default under or the acceleration of the
maturity date of any bond, debenture, note or other evidence
of indebtedness of the Company or any Restricted Subsidiary
(other then the Securities of that series) or a default
under any indenture or other instrument under which any such
evidence of indebtedness has been issued or by which it is
governed and the expiration of the applicable period of
grace, if any, specified in such evidence of indebtedness,
indenture or other instrument, if the aggregate amount of
indebtedness with respect to which such default or
acceleration has occurred exceeds $1.0 million; provided,
however, that, if such default or acceleration under such
evidence of indebtedness, indenture or other instrument
shall be cured by the Company, or be waived by the holders
of such indebtedness, in each case as may be permitted by
such evidence of indebtedness, indenture or other
instrument, then the Event of Default hereunder by reason of
such default shall be deemed likewise to have been thereupon
cured or waived;

(6) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of
the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order
adjudging the Company a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of
the Company under any applicable Federal or State law, or
appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and
the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a
period of 60 consecutive days; or

(7) the commencement by the Company of a voluntary
case or proceeding under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law
or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of
a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Federal
or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by
it of a petition or answer or consent seeking reorganization
or relief under any applicable Federal or State law, or the
consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or
similar official of the Company or of any substantial part
of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing
of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Company in
furtherance of any such action; or

(8) any other Event of Default provided with respect
to Securities of that series,

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<PAGE>

SECTION 502. Acceleration of Maturity; Rescission and
Annulment.

If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in
every such case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities of that series
may declare the principal amount (or, if any of the Securities of
that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in
the terms thereof) of all of the Securities of that series to be
due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount),
plus any interest accrued on such Securities to the date of
declaration, shall become immediately due and payable.

Upon payment (i) of (A) such principal amount and (B) such
interest and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and
interest on such Securities shall terminate.

At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a
judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the
Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its
consequences if:

(1) the Company has paid or deposited with the Trustee
a sum sufficient to pay

(A) all overdue interest on all Securities of
that series,

(B) the principal of (and premium, if any, on)
any Securities of that series which have become due
otherwise than by such declaration of acceleration and
interest thereon at the rate or rates prescribed
therefor in such Securities,

(C) to the extent that payment of such interest
is lawful, interest upon overdue interest at the rate
or rates prescribed therefor in such Securities, and

(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents
and counsel;

and

(2) all Events of Default with respect to Securities
of that series, other than the non-payment of the principal
of Securities of that series which have become due solely by
such declaration of acceleration, have been cured or waived
as provided in Section 513.

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<PAGE>

No such rescission shall affect any subsequent default or impair
any right consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee.

The Company covenants that if

(1) default is made in the payment of any interest on
any Security when such interest becomes due and payable and
such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of
(or premium, if any, on) any Security at the Maturity
thereof,

the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holder of such Security, the whole amount then due
and payable on such Security for principal (and premium, if any)
and interest, if any, and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue
principal (and premium, if any) and on any overdue interest, at
the rate or rates prescribed therefor in such Security, and, in
addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the
Company or any other obligor upon such Security and collect the
moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor
upon such Security, wherever situated.

If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company
or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities shall
then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the
34
<PAGE>

payment of overdue principal or
interest) shall be entitled and empowered, by intervention in
such proceeding or otherwise,

(i) to file and prove a claim for the whole amount of
principal (and premium, if any), and interest, if any, owing
and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel) and of the Holders allowed in such judicial
proceeding, and

(ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute
the same;

and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any
Holder thereof or to authorize the Trustee to vote in respect of
the claim of any Holder in any such proceeding.

SECTION 505. Trustee May Enforce Claims Without Possession of
Securities.

All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.

SECTION 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates
fixed by the Trustee and, in the case of the distribution of such
money on account of principal (or premium, if any) or interest,
if any, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee
under Section 607;

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SECOND: To the payment of the amounts then due and
unpaid for principal of (and premium, if any) and interest,
if any, on the Securities in respect of which or for the
benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal
(and premium, if any) and interest, if any, respectively;
and

THIRD: The balance, to the Person or Persons lawfully
entitled thereto, or as a court of competent jurisdiction
may direct.

SECTION 507. Limitation on Suits.

No Holder of any Security of any series shall have any right
to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless:

(1) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to
the Securities of that series:

(2) the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series shall
have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own
name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to
institute any such proceeding; and

(5) no direction inconsistent with such written
request has been given to the Trustee during such 60-day
period by the Holders of a majority in principal amount of
the Outstanding Securities of that series, it being
understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or
by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other of such
Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all such
Holders.

SECTION 508. Unconditional Right of Holders to Receive
Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307) interest, if any,
on such Security on the Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption, on the

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Redemption Date or, in the case of repayment at the option of the
Holder, on the Repayment Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding
to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or
has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be
restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had
been instituted.

SECTION 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in
the last paragraph of Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512. Control by Holders.

The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities
of such series, provided that

(1) such direction shall not be in conflict with any
rule of law or with this Indenture, expose the Trustee to
personal liability or be unduly prejudicial to Holders not
joining therein, and

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(2) the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such
direction.

SECTION 513. Waiver of Past Defaults.

The Holders of not less than a majority in principal amount
of the Outstanding Securities of any series may on behalf of the
Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its
consequences, except a default

(1) in the payment of the principal of (or premium, if
any) or interest, if any, on any Security of such series, or

(2) in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the
consent of the Holder of each Outstanding Security of such
series affected.

Upon any such waiver, such default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Indenture, but no such
waiver shall extend to any subsequent or other default or impair
any right consequent thereon.

SECTION 514. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture,
or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant
in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any
suit instituted by any Holder for the enforcement of the payment
of the principal of (or premium, if any) or interest, if any, on
any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or
after the Redemption Date or, in the case of repayment at the
option of the Holder, on or after the Repayment Date).

SECTION 515. Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any
stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent

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that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law and covenants that it will not
hinder, delay or impede the execution of any power herein granted
to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

SECTION 516. Record Date for Action by Holders.

The Company may set a record date for purposes of
determining the identity of Holders of Securities entitled to
vote or consent to any action by vote or consent authorized or
permitted by Section 512 or 513 hereof. Such record date shall
be the later of 30 days prior to the first solicitation of such
consent or the date of the most recent list of Holders furnished
to the Trustee pursuant to Section 701 hereof prior to such
solicitation.

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default,
(1) the Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall
be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture.

(b) In case an Event of Default with respect to any series
of Securities has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct,
except that:

(1) this Subsection shall not be construed to limit
the effect of Subsection (a) of this Section;

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(2) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless
it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith
in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities
of any series, determined as provided in Section 512,
relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee,
under this Indenture with respect to the Securities of such
series; and

(4) no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series, as
their names and addresses appear in the Security Register, notice
of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however,
that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Security of
such series or in the payment of any sinking fund installment
with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board
of directors, the executive committee or a trust committee of
directors or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interest
of the Holders of Securities of such series; and provided,
further, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such
series, no such notice to Holders shall be given until at least
30 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default
with respect to Securities of such series.

The Trustee shall not be deemed to have knowledge of any
default or Event of Default except (i) an Event of Default
described in Section 501(1), (2) or (3) so long as the Trustee is
Paying Agent for the Securities or (ii) any default or Event of
Default of which the Trustee shall have received written
notification or a Responsible Officer charged with the
administration of this Indenture shall have obtained actual
knowledge, and such notification shall not be deemed

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<PAGE>

to include receipt of information obtained in any report or other
documents furnished under Section 704(1) or (2) of this Indenture,
which reports and documents the Trustee shall have no duty to examine.

SECTION 603. Certain Rights of Trustee.

Subject to the provision of Section 601:

(a) the Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or
presented by the proper party or parties;

(b) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request
or Company Order or as otherwise expressly provided herein
and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture
the Trustee shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be
herein specifically prescribed) may, in the absence of bad
faith on its part, rely upon an Officers' Certificate;

(d) the Trustee may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney; and

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(g) the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed
with due care by it hereunder.

SECTION 604. Not Responsible for Recitals or Issuance of
Securities.

The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as
the statements of the Company, and the Trustee or any
Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities.
The Trustee or any Authenticating Agent shall not be accountable
for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee
of Securities and, subject to Sections 608 and 613, may otherwise
deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the
Company.

SECTION 607. Compensation and Reimbursement.

The Company agrees:

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder
(which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express
trust);

(2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to
its negligence or bad faith; and

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<PAGE>

(3) to indemnify the Trustee and its officers,
directors, employees and agents (the Trustee and its
offecers, directors, employees and agents referred to in
this Section collectively as the "Indemnified Parties" and
individually as an "Indemnified Party") for, and to hold
each Indemnified Party harmless against, any loss, liability
or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or
administration by the Trustee of the trust or trusts
hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties
hereunder. As security for the performance of the
obligations of the Company under this Section, the Trustee
shall have a lien prior to the Securities upon all property
and funds held or collected by the Trustee, as such, except
funds held in trust for the payment of principal of (and
premium, if any) or interest on Securities.

SECTION 608. Persons Ineligible for Appointment as Trustee.

Neither the Company nor any other Person directly or
indirectly controlling, controlled by or under common control
with the Company shall serve as Trustee.

SECTION 609. Disqualification; Conflicting Interests.

(a) If the Trustee has or shall acquire any
conflicting interest, as defined in this Section, with
respect to the Securities of any series, then within 90 days
after ascertaining that it has such conflicting interest,
and if the default (as defined in Subsection (b) of this
Section) to which such conflicting interest relates has not
been cured or duly waived or otherwise eliminated before the
end of such 90-day period, it shall either eliminate such
conflicting interest or, except as otherwise provided in
this Section 609, resign with respect to the Securities of
that series in the manner and with the effect hereinafter
specified in this Article, and the Company shall take prompt
steps to have a successor appointed in the manner provided
in this Article Six.

(b) In the event that the Trustee shall fail to comply
with the provisions of Subsection (a) of this Section with
respect to the Securities of any series, the Trustee shall,
within 10 days after the expiration of such 90-day period,
transmit by mail to all Holders of Securities of that
series, as their names and addresses appear in the Security
Register, notice of such failure in the manner and to the
extent provided in Subsection (a) of Section 703 hereof.

(c) For the purposes of this Section, the Trustee
shall be deemed to have a conflicting interest with respect
to the Securities of any series if such Securities are in
default (as defined in Subsection (b) of this Section, but
exclusive of any period of grace or requirement of notice)
and:

(1) the Trustee is trustee under this Indenture with
respect to the Outstanding Securities of any series other
than that series or is trustee under another indenture

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<PAGE>

under which any other securities, or
certificates of interest or participation in any other
securities, of the Company are outstanding, unless such
other indenture is a collateral trust indenture under
which the only collateral consists of Securities issued
under this Indenture, provided that there shall be
excluded from the operation of this paragraph this
Indenture with respect to the Securities of any series
other than that series or any indenture or indentures
under which other securities, or certificates of
interest or participation in other securities, of the
Company are outstanding, if

(i) this Indenture and such other indenture
or indentures (and all series of Securities
issuable thereunder) are wholly unsecured and rank
equally and such other indenture or indentures
(and such series) are hereafter qualified under
the Trust Indenture Act, unless the Commission
shall have found and declared by order pursuant to
Section 305(b) or Section 307(c) of the Trust
Indenture Act that differences exist between the
provisions of this Indenture with respect to
Securities of that series and one or more other
series or the provisions of such other indenture
or indentures which are so likely to involve a
material conflict of interest as to make it
necessary in the public interest or for the
protection of investors to disqualify the Trustee
from acting as such under this Indenture with
respect to the Securities of that series and such
other series or under such other indenture or
indentures, or

(ii) the Company shall have sustained the
burden of proving, on application to the
Commission and after opportunity for hearing
thereon, that trusteeship under this Indenture
with respect to the Securities of that series and
such other series or such other indenture or
indentures is not so likely to involve a material
conflict of interest as to make it necessary in
the public interest or for the protection of
investors to disqualify the Trustee from acting as
such under this Indenture with respect to the
Securities of that series and such other series or
under such other indenture or indentures;

(2) the Trustee or any of its directors or
executive officers is an underwriter for the Company;

(3) the Trustee directly or indirectly controls
or is directly or indirectly controlled by or is under
direct or indirect common control with an underwriter
for the Company:

(4) the Trustee or any of its directors or
executive officers is a director, officer, partner,
employee, appointee or representative of the Company,
or of an underwriter (other than the Trustee itself)
for the Company who is currently engaged in the
business of underwriting, except that: (i) one
individual may be

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<PAGE>

a director or an executive officer,
or both, of the Trustee and a director or an executive
officer, or both, of the Company but may not be at the
same time an executive officer of both the Trustee and
the Company; (ii) if and so long as the number of
directors of the Trustee in office is more than nine,
one additional individual may be a director or an
executive officer, or both, of the Trustee and a
director of the Company; and (iii) the Trustee may be
designated by the Company or by an underwriter for the
Company to act in the capacity of transfer agent,
registrar, custodian, paying agent, fiscal agent,
escrow agent or depository, or in any other similar
capacity, or, subject to the provisions of paragraph
(1) of this Subsection, to act as trustee, whether
under an indenture or otherwise;

(5) 10% or more of the voting securities of the
Trustee is beneficially owned either by the Company or
by any director, partner or executive officer thereof,
or 20% or more of such voting securities is
beneficially owned, collectively, by any two or more of
such persons; or 10% or more of the voting securities
of the Trustee is beneficially owned either by an
underwriter for the Company or by any director, partner
or executive officer thereof, or is beneficially owned,
collectively, by any two or more such persons;

(6) the Trustee is the beneficial owner of, or
holds as collateral security for an obligation which is
in default (as hereinafter in this Subsection defined),
(i) 5% or more of the voting securities, or 10% or more
of any other class of security, of the Company not
including the Securities issued under this Indenture
and securities issued under an other indenture under
which the Trustee is also trustee, or (ii) 10% or more
of any class of security of an underwriter for the
Company;

(7) the Trustee is the beneficial owner of, or
holds as collateral security for an obligation which is
in default (as hereinafter in this Subsection defined),
5% or more of the voting securities of any person who,
to the knowledge of the Trustee, owns 10% or more of
the voting securities of, or controls directly or
indirectly or is under direct or indirect common
control with, the Company;

(8) the Trustee is the beneficial owner of, or
holds as collateral security for an obligation which is
in default (as hereinafter in this Subsection defined),
10% or more of any class of security of any person who,
to the knowledge of the Trustee, owns 50% or more of
the voting securities of the Company;

(9) the Trustee owns, on the date of default upon
the Securities of any series issued under this
Indenture (as such term is defined hereinafter in this
Section but exclusive of any period of grace or
requirement of notice) or any anniversary of such
default while such default upon the Securities of a
series issued under this Indenture remains outstanding,
in the capacity of executor, administrator,
testamentary or inter vivos trustee, guardian,
committee or conservator, or in any other similar
capacity, an aggregate of 25% or more of the voting
securities, or

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of any class of security, of any person,
the beneficial ownership of a specified percentage of
which would have constituted a conflicting interest
under paragraph (6), (7) or (8) of this Subsection. As
to any such securities of which the Trustee acquired
ownership through becoming executor, administrator or
testamentary trustee of an estate which includes them,
the provisions of the preceding sentence shall not
apply, for a period of two years from the date of such
acquisition, to the extent that such securities
included in such estate do not exceed 25% of such
voting securities or 25% of any such class of security.
Promptly after the dates of any such default upon the
Securities of any series issued under this Indenture
and annually in each succeeding year that such
Securities remain in default, the Trustee shall make a
check of its holdings of such securities in any of the
above-mentioned capacities as of such dates. If the
Company fails to make payment in full of the principal
of (or premium, if any) or interest on any of the
Securities when and as the same becomes due and
payable, and such failure continues for 30 days
thereafter, the Trustee shall make a prompt check of
its holdings of such securities in any of the above-
mentioned capacities as of the date of the expiration
of such 30-day period, and after such date,
notwithstanding the foregoing provisions of this
paragraph, all such securities so held by the Trustee,
with sole or joint control over such securities vested
in it, shall, but only so long as such failure shall
continue, be considered as though beneficially owned by
the Trustee for the purposes of paragraphs (6), (7) and
(8) of this Subsection; or

(10) except under the circumstances described in
paragraphs (1), (3), (4), (5) or (6) of Subsection (b)
of Section 614 of this Indenture, the Trustee shall be
or shall become a creditor of the Company.

The specification of percentages in paragraphs (5) to (9),
inclusive, of this Subsection shall not be construed as
indicating that the ownership of such percentages of the
securities of a person is or is not necessary or sufficient to
constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this Subsection.

For the purposes of paragraphs (6), (7), (8) and (9) of this
Subsection only, (i) the terms "security" and "securities" shall
include only such securities as are generally known as corporate
securities, but shall not include any note or other evidence of
indebtedness issued to evidence an obligation to repay moneys
lent to a person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any
such note or evidence of indebtedness; (ii) an obligation shall
be deemed to be "in default" when a default in payment of
principal shall have continued for 30 days or more and shall not
have been cured; and (iii) the Trustee shall not be deemed to be
the owner or holder of (A) any security which it holds as
collateral security, as trustee or otherwise, for an obligation
which is not in default as defined in clause (ii) above, or (8)
any security which it holds as collateral security under this
Indenture, irrespective of any default hereunder, or (C) any
security which it holds as agent for collection, or as custodian,
escrow agent or depository, or in any similar representative
capacity.

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Except in the case of a default in the payment of the
principal of or interest on any Security issued under this
Indenture, or in the payment of any sinking or purchase fund
installment, the Trustee shall not be required to resign as
provided by this Subsection if the Trustee shall have sustained
the burden of proving, on application to the Commission and after
opportunity for hearing thereon, that:

(i) the default under this Indenture may be cured or
waived during a reasonable period and under the procedures
described in such application, and

(ii) a stay of the Trustee's duty to resign will not
be inconsistent with the interests of Holders of the
Securities. The filing of such an application shall
automatically stay the performance of the duty to resign
until the Commission orders otherwise.

Any resignation of the Trustee shall become effective only
upon the appointment of a successor Trustee and such successor's
acceptance of such an appointment.

(d) For the purposes of this Section:

(1) The term "underwriter", when used with
reference to the Company, means every person who,
within one year prior to the time as of which the
determination is made, has purchased from the Company
with a view to, or has offered or sold for the Company
in connection with, the distribution of any security of
the Company outstanding at such time, or has
participated or has had a direct or indirect
participation in any such undertaking, or has
participated or has had a participation in the direct
or indirect underwriting of any such undertaking, but
such term shall not include a person whose interest was
limited to a commission from an underwriter or dealer
not in excess of the usual and customary distributors'
or sellers' commission.

(2) The term "director" means any director of a
corporation or any individual performing similar
functions with respect to any organization, whether
incorporated or unincorporated,

(3) The term "person" means an individual, a
corporation, a partnership, an association, a joint-
stock company, a trust, an unincorporated organization
or a government or political subdivision thereof. As
used in this paragraph, the term "trust" shall include
only a trust where the interest or interests of the
beneficiary or beneficiaries are evidenced by a
security.

(4) The term "voting security" means any security
presently entitling the owner or holder thereof to vote
in the direction or management of the affairs of a
person, or any security issued under or pursuant to any
trust, agreement or arrangement whereby a trustee or
trustees or agent or agents for the owner or

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holder of such security are presently entitled to vote in
the direction or management of the affairs of a person.

(5) The term "Company" means any obligor upon the
Securities.

(6) The term "executive officer" means the
president, every vice president, every trust officer,
the cashier, the secretary and the treasurer of a
corporation, and any individual customarily performing
similar functions with respect to any organization
whether incorporated or unincorporated, but shall not
include the chairman of the board of directors.

(e) The percentages of voting securities and other
securities specified in this Section shall be calculated in
accordance with the following provisions:

(1) A specified percentage of the voting
securities of the Trustee, the Company or any other
person referred to in this Section (each of whom is
referred to as a "person" in this paragraph) means such
amount of the outstanding voting securities of such
person as entitles the holder or holders thereof to
cast such specified percentage of the aggregate votes
which the holders of all the outstanding voting
Securities of such person are entitled to cast in the
direction or management of the affairs of such person.

(2) A specified percentage of a class of
securities of a person means such percentage of the
aggregate amount of securities of the class
outstanding.

(3) The term "amount", when used in regard to
securities, means the principal amount if relating to
evidences of indebtedness, the number of shares if
relating to capital shares and the number of units if
relating to any other kind of security.

(4) The term "outstanding" means issued and not
held by or for the account of the issuer. The
following securities shall not be deemed outstanding
within the meaning of this definition:

(i) securities of an issuer held in a
sinking fund relating to securities of the issuer
of the same class;

(ii) securities of an issuer held in a
sinking fund relating to another class of
securities of the issuer, if the obligation
evidenced by such other class of securities is not
in default as to principal or interest or
otherwise;

(iii) securities pledged by the issuer
thereof as security for an obligation of the
issuer not in default as to principal or interest
or otherwise; and

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(iv) securities held in escrow if placed in
escrow by the issuer thereof;

provided, however, that any voting securities of an
issuer shall be deemed outstanding if any person other
than the issuer is entitled to exercise the voting
rights thereof

(5) A security shall be deemed to be of the same
class as another security if both securities confer
upon the holder or holders thereof substantially the
same rights and privileges; provided, however, that, in
the case of secured evidences of indebtedness, all of
which are issued under a single indenture, differences
in the interest rates or maturity dates of various
series thereof shall not be deemed sufficient to
constitute such series different classes; and provided,
further, that, in the case of unsecured evidences of
indebtedness, differences in the interest rates or
maturity dates thereof shall not be deemed sufficient
to constitute them securities of different classes,
whether or not they are issued under a single
indenture.

SECTION 610. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall
be a corporation organized and doing business under the laws of
the United States of America, any State thereof or the District
of Columbia, authorized under such laws to exercise corporate
trust powers, shall be subject to supervision or examination by
Federal, State or District of Columbia authority and shall (i)
have a combined capital and surplus of at least $50,000,000 or
(ii) be a wholly owned subsidiary of a bank, trust company or
bank holding company having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by
Federal, State or District of Columbia authority. If such
corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the
Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article.

SECTION 611. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements
of Section 611.

(b) The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice
thereof to the Company. If the instrument of acceptance by
a successor Trustee required by Section 611 shall not have
been delivered to the Trustee within

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<PAGE>

30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

(c) The Trustee may be removed at any time with respect to
the Securities of any series by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company.

(d) If at any time:

(1) the Trustee shall fail to comply with Section
609(a) after written request therefor by the Company or by
any Holder who has been a bona fide Holder of a Security for
at least six months, or

(2) the Trustee shall cease to be eligible under
Section 610 and shall fail to resign after written request
therefor by the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of
the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of
rehabilitation, conservation, winding up or liquidation,

then, in any such case, (i) the Company, by a Board Resolution,
may remove the Trustee with respect to any or all series of
Securities, or (ii) subject to Section 514, unless the Trustee's
duty to resign is stayed as provided in this Section 611, any
Holder who has been a bona fide Holder of a Security for at least
six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to any or all series of
Securities and the appointment of a successor Trustee or Trustees
with respect to such series.

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, with respect to the Securities of one or
more series, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any
time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the
applicable requirements of Section 612. If, within one year
after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect
to the Securities of any series shall be appointed by Act
of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of
such appointment in accordance with the applicable requirements
of Section 612, become the successor Trustee with respect to the
Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no

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<PAGE>

successor Trustee with respect to the
Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner
required by Section 612, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may,
on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

(f) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any
series and each appointment of a successor Trustee with respect
to the Securities of any series by mailing written notice of such
event by first-class mail, postage prepaid, to all Holders of
Securities of such series as their names and addresses appear in
the Security Register. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series
and the address of its Corporate Trust Officer.

SECTION 612. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor
Trustee so appointed shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of
the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such
retiring Trustee hereunder subject, nevertheless, to its lien, if
any, provided for in Section 607.

(b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not
all) series, the Company, the retiring Trustee and each successor
Trustee with respect to the Securities of one or more series
shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each
successor Trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect
to all Securities, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights ,
powers , trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Trustees co-
trustees of the same trust and that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered

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<PAGE>

by any other such Trustee; and upon the execution and delivery of
such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of
each successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of
such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (a) or
(b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee
shall be qualified and eligible under this Article.

SECTION 613. Merger, Conversion, Consolidation or Succession to
Business.

Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution
or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver
the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

SECTION 614. Preferential Collection of Claims Against Company.

(a) Subject to Subsection (b) of this Section, if the
Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Company within three
months prior to a default, as defined in Subsection (c) of this
Section, or subsequent to such a default, then unless and until
such default shall be cured, the Trustee shall set apart and hold
in a special account for the benefit of the Trustee individually,
the Holders of the Securities and the holders of other indenture
securities, as defined in Subsection (c) of this Section:

(1) an amount equal to any and all reductions in the amount
due and owing upon any claim as such creditor in respect of
principal or interest, effected after the beginning of such
three months' period and valid as against the Company and its
other creditors, except any such reduction resulting from the
receipt or disposition of any property

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<PAGE>

described in paragraph (2) of this Subsection, or
from the exercise of any right of set-off which the Trustee
could have exercised if a petition in bankruptcy had been
filed by or against the Company upon the date of such
default; and

(2) all property received by the Trustee in respect of
any claims as such creditor, either as security therefor, or
in satisfaction or composition thereof, or otherwise, after
the beginning of such three months' period, or an amount
equal to the proceeds of any such property, if disposed of,
subject, however, to the rights, if any, of the Company and
its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the
Trustee:

(A) to retain for its own account (i) payments made on
account of any such claim by any Person (other than the
Company) who is liable thereon, and (ii) the proceeds of the
bona fide sale of any such claim by the Trustee to a third
Person, and (iii) distributions made in cash, securities or
other property in respect of claims filed against the
Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Code or
applicable State law;

(B) to realize, for its own account, upon any property
held by it as security for any such claim, if such property
was so held prior to the beginning of such three months'
period;

(C) to realize, for its own account, but only to the
extent of the claim hereinafter mentioned, upon any property
held by it as security for any such claim, if such claim was
created after the beginning of such three months' period and
such property was received as security therefor
simultaneously with the creation thereof, and if the Trustee
shall sustain the burden of proving that at the time such
property was so received the Trustee had no reasonable cause
to believe that a default, as defined in Subsection (c) of
this Section, would occur within three months; or

(D) to receive payment on any claim referred to in
paragraph (B) or (C), against the release of any property
held as security for such claim as provided in paragraph (B)
or (C), as the case may be, to the extent of the fair value
of such property.

For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three months' period for
property held as security at the time of such substitution shall,
to the extent of the fair value of the property released, have
the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying
or refunding any pre-existing claim of the Trustee as such
creditor, such claim shall have the same status as such pre-
existing claim.

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If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof
shall be apportioned among the Trustee, the Holders and the
holders of other indenture securities in such manner that the
Trustee, the Holders and the holders of other indenture
securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Code or
applicable State law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the
funds and property in such special account and before crediting
to the respective claims of the Trustee and the Holders and the
holders of other indenture securities dividends on claims filed
against the Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Federal Bankruptcy
Code or applicable State law, but after crediting thereon
receipts on account of the indebtedness represented by their
respective claims from all sources other than from such dividends
and from the funds and property so held in such special account.
As used in this paragraph, with respect to any claim, the term
"dividends" shall include any distribution with respect to such
claim, in bankruptcy or receivership or proceedings for
reorganization pursuant to the Federal Bankruptcy Code or
applicable State law, whether such distribution is made in cash,
securities or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such
claim. The court in which such bankruptcy, receivership or
proceedings for reorganization is pending shall have jurisdiction
(i) to apportion among the Trustee, the Holders and the holders
of other indenture securities, in accordance with the provisions
of this paragraph, the funds and property held in such special
account and proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of
this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee and the Holders and
the holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to
liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such
claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or
otherwise to apply the provisions of this paragraph as a
mathematical formula.

Any Trustee which has resigned or been removed after the
beginning of such three months' period shall be subject to the
provisions of this Subsection as though such resignation or
removal had not occurred. If any Trustee has resigned or been
removed prior to the beginning of such three months' period, it
shall be subject to the provision of this Subsection if and only
if the following conditions exist:

(i) the receipt of property or reduction of claim,
which would have given rise to the obligation to account, if
such Trustee had continued as Trustee, occurred after the
beginning of such three months' period; and

(ii) such receipt of property or reduction of claim
occurred within three months after such resignation or
removal.

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<PAGE>

In any case commenced under the Bankruptcy Act of July 1,
1898 or any amendment thereto enacted prior to November 6, 1978,
all references to periods of three months shall be deemed to be
references to periods of four months.

(b) There shall be excluded from the operation of
Subsection (a) of this Section a creditor relationship arising
from:

(1) the ownership or acquisition of securities issued
under any indenture, or any security or securities having a
maturity of one year or more at the time of acquisition by
the Trustee;

(2) advances authorized by a receivership or
bankruptcy court of competent jurisdiction or by this
Indenture, for the purpose of preserving any property which
shall at any time be subject to the lien of this Indenture
or of discharging tax liens or other prior liens or
encumbrances thereon, if notice of such advances and of the
circumstances surrounding the making thereof is given to the
Holders at the time and in the manner provided in this
Indenture;

(3) disbursements made in the ordinary course of
business in the capacity of trustee under an
indenture,transfer agent, registrar, custodian, paying
agent, fiscal agent or depositary, or other similar
capacity;

(4) an indebtedness created as a result of services
rendered or premises rented; or an indebtedness created as a
result of goods or securities sold in a cash transaction,as
defined in Subsection (c) of this Section;

(5) the ownership of stock or of other securities of a
corporation organized under the provisions of Section 25(a)
of the Federal Reserve Act, as amended, which is directly or
indirectly a creditor of the Company; and

(6) the acquisition, ownership, acceptance or
negotiation of any drafts, bills of exchange, acceptances or
obligations which fall within the classification of self-
liquidating paper, as defined in Subsection (c) of this
Section.

(1) the term "default" means any failure to make
payment in full of the principal of or interest on any of
the Securities or upon the other indenture securities when
and as such principal or interest becomes due and payable;

(2) the term "other indenture securities" means
securities upon which the Company is an obligor outstanding
under any other indenture (i) under which the Trustee is
also trustee, (ii) which contains provisions substantially
similar to the provisions of this

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<PAGE>

Section, and (iii) under which a default exists at the time
of the apportionment of the funds and property held in such
special account;

(3) the term "cash transaction" means any transaction
in which full payment for goods or securities sold is made
within seven days after delivery of the goods or securities
in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand;

(4) the term "self-liquidating paper" means any draft,
bill of exchange, acceptance or obligation which is made,
drawn, negotiated or incurred by the Company for the purpose
of financing the purchase, processing, manufacturing,
shipment, storage or sale of goods, wares or merchandise and
which is secured by documents evidencing title to,
possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the
sale of the goods, wares or merchandise previously
constituting the security, provided the security is received
by the Trustee simultaneously with the creation of the
creditor relationship with the Company arising from the
making, drawing, negotiating or incurring of the draft, bill
of exchange, acceptance or obligation;

(5) the term "Company" means any obligor upon the
Securities; and

(6) the term "Federal Bankruptcy Code" means the
Bankruptcy Code of 1978, as amended, or successor provisions
thereto.

SECTION 615. Appointment of Authenticating Agent.

At any time when any of the Securities remain Outstanding
the Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon original issue or upon
exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture
to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having
a combined capital and surplus of not less than $15,000,000 and
subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall

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<PAGE>

cease to be eligible in accordance with the provisions of
this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a
party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation
shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part
of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The
Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating
Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders
of Securities of the series with respect to which such
Authenticating Agent will serve, as their names and addresses
appear in the Security Register. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall
be appointed unless eligible under the provisions of this
Section.

The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this
Section, and the Trustee shall be entitled to be reimbursed for
such payments, subject to the provisions of Section 607.

If all of the Securities of a series are not to be
originally issued at one time, and if the Trustee does not have
an office capable of authenticating Securities upon original
issuance located in a Place of Payment where the Company wishes
to have Securities of such series authenticated upon original
issuance, the Trustee may appoint in accordance with this Section
an Authenticating Agent having an office in a Place of Payment
designated by the Company with respect to such series of
Securities.

If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in the
following form:

This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

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<PAGE>

NationsBank of Georgia,
National Association, as Trustee

By ______________________
as Authenticating Agent

By _______________________
Authorized Officer

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of
Holders.

The Company will furnish or cause to be furnished to the
Trustee

(a) semi-annually, not more than 15 days after each
Regular Record Date of each series of Securities having such
a Regular Record Date, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the
Holders as of a date not more than 15 days prior to the time
such list is furnished, and

(b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of
any such request, a list of similar form and content as of a
date not more than 15 days prior to the time such list is
furnished; excluding from any such list names and addresses
received by the Trustee in its capacity as Security
Registrar.

SECTION 702. Preservation of Information; Communications to
Holders.

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as
provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

(b) If three or more Holders (herein referred to as
"applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a
Security for a period of at least six months preceding the date
of such application, and such application states that the
applicants desire to communicate with other Holders with respect
to their rights under this Indenture or under the Securities and
is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the
Trustee shall, within five business days after the receipt of
such application, at its election, either

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(i) afford such applicants access to the information
preserved at the time by the Trustee in accordance with
Section 702(a), or

(ii) inform such applicants as to the approximate
number of Holders whose names and addresses appear in the
information preserved at the time by the Trustee in
accordance with Section 702(a), and as to the approximate
cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written
request of such applicants, mail to each Holder whose name and
address appear in the information preserved at the time by the
Trustee in accordance with Section 702(a) a copy of the form of
proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within
five days after such tender the Trustee shall mail to such
applicants and file with the Commission, together with a copy of
the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be
contrary to the best interest of the Holders or would be in
violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to
sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the
objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all
such Holders with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants
respecting their application.

(c) Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither
the Company nor the Trustee nor any agent of either of them shall
be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in
accordance with Section 702(b), regardless of the source from
which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material
pursuant to a request made under Section 702(b).

SECTION 703. Reports by Trustee.

(a) Within 60 days after May 15 of each year commencing
with the year 1995, the Trustee shall transmit by mail to all
Holders, as their names and addresses appear in the Security
Register, a brief report dated as of such May 15 with respect to
any of the following events which may have occurred within the
previous 12 months (but if no such event has occurred within such
period, no report need be transmitted):

(1) any change to its eligibility under Section 610
and its qualifications under Section 609;

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(2) the creation of or any material change to a
relationship specified in paragraph 1 through 10 of
Subsection (c) of Section 609 hereof;

(3) the character and amount of any advances (and if
the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as
such) which remain unpaid on the date of such report, and
for the reimbursement of which it claims or may claim a lien
or charge, prior to that of the Securities, on any property
or funds held or collected by it as Trustee, except that the
Trustee shall not be required (but may elect) to report such
advances if such advances so remaining unpaid aggregate not
more than 1/2 of 1% of the principal amount of the
Securities Outstanding on the date of such report;

(4) the amount, interest rate and maturity date of all
other indebtedness owing by the Company (or by any other
obligor on the Securities) to the Trustee in its individual
capacity, on the date of such report, with a brief
description of any property held as collateral security
therefor, except an indebtedness based upon a creditor
relationship arising in any manner described in Section
613(b)(2), (3), (4) or (6);

(5) any change to the property and funds, if any,
physically in the possession of the Trustee as such on the
date of such report;

(6) any additional issue of Securities which the
Trustee has not previously reported; and

(7) any action taken by the Trustee in the performance
of its duties hereunder which it has not previously reported
and which in its opinion materially affects the Securities,
except action in respect of a default, notice of which has
been or is to be withheld by the Trustee in accordance with
Section 602.

(b) The Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Security Register, a
brief report with respect to the character and amount of any
advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee
(as such) since the date of the last report transmitted pursuant
to Subsection (a) of this Section (or if no such report has yet
been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim
a lien or charge, prior to that of the Securities, on property or
funds held or collected by it as Trustee and which it has not
previously reported pursuant to this Subsection, except that the
Trustee shall not be required (but may elect) to report such
advances if such advances remaining unpaid at any time aggregate
10% or less of the principal amount of the Securities Outstanding
at such time, such report to be transmitted within 90 days after
such time.

(c) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock
exchange upon which any Securities are listed, with the

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Commission and with the Company. The Company will notify the
Trustee when any Securities are listed on any stock exchange.

SECTION 704. Reports by Company.

The Company shall:

(1) file with the Trustee, within 15 days after the
Company is required to file the same with the Commission,
copies of the annual reports and of the information,
documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time
by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934; or,
if the Company is not required to file information,
documents or reports pursuant to either of said Sections,
then it shall file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time
to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange
Act of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from
time to time in such rules and regulations;

(2) file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time
to time by the Commission, such additional information,
documents and reports with respect to compliance by the
Company with the conditions and covenants of this Indenture
as may be required from time to time by such rules and
regulations;

(3) transmit by mail to all Holders, as their names
and addresses appear in the Security Register, within 30
days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required
to be filed by the Company pursuant to paragraphs (1) and
(2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission;
and

(4) furnish to the Trustee, not less often than
annually, a brief certificate from the Company's principal
executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under
the Indenture. For purposes of this paragraph, such
compliance shall be determined without regard to any period
of grace or requirement of notice provided under this
Indenture.

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ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801. Company May Consolidate, Etc., Only on Certain
Terms.

The Company shall not consolidate with or merge into any
other corporation or convey or transfer all or substantially all
of its properties and assets as an entirety to any Person unless:

(1) the corporation formed by such consolidation or
into which the Company is merged or the Person which
acquires by conveyance or transfer the properties and assets
of the Company substantially as an entirety shall be a
corporation organized and existing under the laws of the
United States of America, any State thereof or the District
of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee,
in form satisfactory to the Trustee, the due and punctual
payment of the principal of (and premium, if any) and
interest on all the Securities and the performance and
observance of every covenant of this Indenture on the part
of the Company to be performed or observed;

(2) immediately after giving effect to such
transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing; and

(3) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, conveyance or
transfer and such supplemental indenture comply with this
Article and that all conditions precedent herein provided
for relating to such transaction have been complied with.

Anything in this Article Eight to the contrary
notwithstanding, no such consolidation, merger, conveyance or
transfer shall be entered into or made by the Company with or to
another corporation which has outstanding any obligations secured
by a Mortgage if, as a result of such consolidation, merger,
conveyance or transfer, any Principal Property of the Company or
any Restricted Subsidiary would be subjected to the lien of such
Mortgage and such Mortgage is not expressly excluded from the
restrictions or permitted by the provisions of Section 1006
unless simultaneously therewith or prior thereto effective
provision shall be made for the securing of all the Securities
(together with, if the Company shall so determine, any other Debt
of the Company now existing or hereafter created which is not
subordinated to the Securities), equally and ratably with (or, at
the option of the Company, prior to) the obligations secured by
such Mortgage by a lien upon such Principal Property.

SECTION 802. Successor Corporation Substituted.

Upon any consolidation by the Company with or merger by the
Company into any other corporation or any conveyance or transfer
of the properties and assets of the Company

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substantially as an entirety in accordance with Section 801, the
successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance or transfer is made
shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the
same effect as if such successor corporation had been named as
the Company herein, and thereafter the predecessor corporation
shall be relieved of all obligations and covenants under this
Indenture and the Securities.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any
of the following purposes:

(1) to evidence the succession of another corporation
to the Company and the assumption by any such successor of
the covenants of the Company herein and in the Securities;
or

(2) to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities
(and if such covenants are to be for the benefit of less
than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred
upon the Company; or

(3) to add any additional Events of Default; or

(4) to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or
facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form; or

(5) to change or eliminate any of the provisions of
this Indenture, provided that any such change or elimination
shall become effective only when there is no Security
Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit
of such provision; or

(6) to secure the Securities; or

(7) to establish the form or terms of Securities of
any series as permitted by Sections 201 and 301; or

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(8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to
the Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of
the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 611(b); or

(9) to cure any ambiguity, to correct or supplement
any provision herein which may be defective or inconsistent
with any other provision herein, or to make any other
provisions with respect to matters or questions arising
under this Indenture; provided such other provisions shall
not adversely affect the interests of the Holders of
Securities of any series in any material respect.

SECTION 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority
in principal amount of the Outstanding Securities of each series
affected by such supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder
of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or
any installment of principal of or interest on, any
Security, or reduce the principal amount thereof or the rate
of interest thereon or any premium payable upon the
redemption thereof, or change any Place of Payment where, or
the coin or currency in which, any Security or any premium
or the interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or

(2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose
Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of
compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided
for in this Indenture, or

(3) modify any of the provisions of this Section,
Section 513 or Section 1008, except to increase any such
percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Security affected
thereby, provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to
changes in the references to "the Trustee" and concomitant
changes in this Section and Section 1008, or the

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deletion of this proviso, in accordance with the requirements of
Section 611(b) and 901(8).

A supplemental indenture which changes or eliminates any covenant
or other provision of this Indenture which has expressly been
included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

It shall be necessary for any Act of Holders under this
Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.

SECTION 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may,
but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.

Every supplemental Indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture
Act as then in effect.

SECTION 906. Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after
the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter
provided for in such supplemental Indenture. If the Company
shall so determine, new Securities of any series to modified as
to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

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ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest, if any, on the
Securities of that series in accordance with the terms of the
Securities and this Indenture.

SECTION 1002. Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any
series of Securities an office or agency where Securities of that
series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this
Indenture may be served. The Company hereby appoints Midwest
Clearing Corp., 40 Broad Street, 2nd Floor, New York, New York,
10004, as its initial office or agency for each said purposes.
The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

The Company may also from time to time designate one or
more other offices or agencies where the Securities of one or
more series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall
in any manner relieve the Company of its obligation to maintain
an office or agency in each Place of Payment for Securities of
any series for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other
office or agency.

SECTION 1003. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before
each due date of the principal of (and premium, if any) or
interest, if any, on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest, if any, so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its
action or failure so to act.

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Whenever the Company shall have one or more Paying Agents
for any series of Securities, it will, prior to each due date of
the principal of (and premium, if any) or interest, if any, on
any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or
interest, if any, so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal,
premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Section, that such
Paying Agent will:

(1) hold all sums held by it for the payment of the
principal of (and premium, if any) or interest, if any, on
Securities of that series in trust for the benefit of the
Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the
Company (or any other obligor upon the Securities of that
series) in the making of any payment of principal (and
premium, if any) or interest, if any, on the Securities of
that series; and

(3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith
pay to the Trustee all sums so held in trust by such Paying
Agent.

The Company may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to
the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the
principal of (and premium, if any) or interest, if any, on any
Security of any series and remaining unclaimed for two years
after such principal (and premium, if any) or interest, if any,
as become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a
newspaper published in the English language, customarily
published on each Business Day and of general

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circulation in the Borough of Manhattan, The City of New York,
notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

SECTION 1004. Corporate Existence.

Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and
effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of
Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company
and its Subsidiaries as a whole.

SECTION 1005. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the
date hereof, an Officers' Certificate, stating whether or not to
the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms,
provisions and conditions of Sections 1001 to 1004 inclusive, and
Sections 1006 and 1007, and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of
which they may have knowledge.

SECTION 1006. Restrictions on Debt.

The Company will not itself, and will not permit any
Restricted Subsidiary to, incur, issue, assume or guarantee any
loans, whether or not evidenced by negotiable instruments or
securities, or any notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed (loans and notes,
bonds, debentures or other similar evidences of indebtedness for
money borrowed being hereinafter in this Article called "Debt"),
secured by pledge of, or mortgage or other lien on, any Principal
Property of the Company or any Restricted Subsidiary, or any
shares of stock or Debt of any Restricted Subsidiary (pledges,
mortgages and other liens being hereinafter in this Article
called "Mortgage" or "Mortgages"), without effectively providing
that the Securities (together with, if the Company shall so
determine, any other Debt of the Company or such Restricted
Subsidiary then existing or thereafter created which is not
subordinate to the Securities) shall be secured equally and
ratably with (or prior to) such secured Debt, so long as such
secured Debt shall be so secured, and will not permit any
Restricted Subsidiary to incur, issue, assume or guaranty any
unsecured Debt (except for guaranties of Unsecured Debt of the
Company or a Restricted Subsidiary of the Company) or to issue
any Preferred Stock in each instance unless the aggregate amount
of (A) all such Debt, (B) the aggregate preferential amount to
which such Preferred Stock would be entitled on any involuntary
distribution of assets and (C) Attributable Debt of the Company
and its Restricted Subsidiaries in respect of sale and leaseback
transactions (as defined in Section 1007) would not exceed 10%
of Consolidated Net Tangible Assets; provided, however, that
this Section 1006

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shall not apply to, and there shall be excluded from
Debt in any computation under this Section 1006:
(1) Debt secured by Mortgages on property of, or on
any shares of stock or Debt of, any corporation, and
unsecured Debt of any corporation, existing at the time such
corporation becomes a Restricted Subsidiary;

(2) Debt secured by Mortgages in favor of the Company
or any Restricted Subsidiary and unsecured Debt payable to
the Company or any Restricted Subsidiary;

(3) Debt secured by Mortgages in favor of the United
States of America, or any agency, department or other
instrumentality thereof, to secure progress, advance or
other payments pursuant to any contract or provision of any
statute;

(4) (a) Debt secured by Mortgages on property, shares
of Capital Stock or Debt existing at the time of acquisition
thereof (including acquisition through merger or
consolidation) or to secure the payment of all or any part
of the purchase price or construction cost thereof or to
secure any Debt incurred prior to, at the time of, or within
120 days after, the acquisition of such property or shares
or Debt or the completion of any such construction for the
purpose of financing all or any part of the purchase price
or construction cost thereof, and (b) unsecured Debt
incurred to finance the acquisition of any property, shares
of Capital Stock or Debt (other than shares of Capital Stock
or Debt of the Company) or to finance construction on
property incurred prior to, at the time of, or within 120
days after the later of the acquisition of such property or
the completion of construction thereon;

(5) Debt secured by Mortgages securing obligations
issued by a state, territory or possession of the United
States, or any political subdivision of any of the foregoing
or the District of Columbia, to finance the acquisition of
or construction on property, and on which the interest is
not, in the opinion of tax counsel of recognized standing or
in accordance with a ruling issued by the Internal Revenue
Service, includible in gross income of the holder by reason
of Section 103(a)(1) of the Internal Revenue Code (or any
successor to such provision) as in effect at the time of the
issuance of such obligations; and

(6) Any extension, renewal or replacement (or
successive extensions, renewals or replacements), as a whole
or in part, of any Debt referred to in the foregoing clauses
(1) to (5), inclusive; provided, that (i) such extension,
renewal or replacement, in the case of Debt secured by a
Mortgage, shall be limited to all or a part of the same
property, shares of stock or Debt that secured the Mortgage
extended, renewed or replaced (plus improvements on such
property), and (ii) the Debt secured by such Mortgage at
such time is not increased; and provided, further, that this
Section 1006 shall not apply to any issuance of Preferred
Stock by a Restricted Subsidiary to the Company or another

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Restricted Subsidiary, provided that such Preferred Stock
shall not thereafter be transferable to any Person other
than the Company or a Restricted Subsidiary.

SECTION 1007. Restrictions on Sales and Leasebacks.

The Company will not itself, and will not permit any
Restricted Subsidiary to, enter into any transaction after the
date hereof with any bank, insurance company, lender or other
investor, or to which any such bank, insurance company, lender or
investor to a party, provided for the leasing by the Company or a
Restricted Subsidiary of any Principal Property which has been or
is to be sold or transferred by the Company or such Restricted
Subsidiary to such bank, insurance company, lender or investor,
or to any person to whom funds have been or are to be advanced by
such bank, insurance company, lender or investor on the security
of such Principal Property (herein referred to as a "sale and
leaseback transaction") unless, after giving effect thereto, the
aggregate amount of all Attributable Debt with respect to such
transactions plus all Debt to which Section 1006 is applicable
would not exceed 10% of Consolidated Net Tangible Assets. This
covenant shall not apply to, and there shall be excluded from
Attributable Debt in any computation under this Section 1007,
Attributable Debt with respect to any sale and leaseback
transaction if:

(1) the lease in such sale and leaseback transaction
is for a period, including renewal rights, of not in excess
of three years, or

(2) the Company or a Restricted Subsidiary, within 180
days after the sale or transfer shall have been made by the
Company or by a Restricted Subsidiary, applies an amount not
less than the greater of the net proceeds of the sale of the
Principal Property leased pursuant to such arrangement or
the fair market value of the Principal Property so leased at
the time of entering into such arrangement (as determined in
any manner approved by the Board of Directors) to (a) the
retirement of Funded Debt of the Company ranking on a parity
with or senior to the Securities or the retirement of Funded
Debt of a Restricted Subsidiary; provided, however, that the
amount to be applied to the retirement of such Funded Debt
of the Company or a Restricted Subsidiary shall be reduced
by (x) the principal amount of any Securities (or other
notes or debentures constituting such Funded Debt) delivered
within such 180-day period to the Trustee or other
applicable trustee for retirement and cancellation and (y)
the principal amount of such Funded Debt, other than items
referred to in the preceding clause (x), voluntarily retired
by the Company or a Restricted Subsidiary within 180 days
after such sale; and provided, further, that,
notwithstanding the foregoing, no retirement referred to in
this clause (a) may be effected by payment at maturity or
pursuant to any mandatory sinking fund payment or any
mandatory prepayment provision, or (b) the purchase of other
property which will constitute a Principal Property having a
fair market value, in the opinion of the Board of Directors
of the Company, at least equal to the fair market value of
the Principal Property leased in such sale and leaseback
transaction less the amount of any Funded Debt retired
pursuant to clause (a) of this subsection, or

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(3) such sale and leaseback transaction is entered
into prior to, at the time of, or within 180 days after the
later of the acquisition of the Principal Property or the
completion of construction thereon, or

(4) the lease in such sale and leaseback transaction
secures or relates to obligations issued by a state
territory or possession of the United States, or any
political subdivision of any of the foregoing, or the
District of Columbia, to finance the acquisition of or
construction on property, and on which the interest is not,
in the opinion of tax counsel of recognized standing or in
accordance with a ruling issued by the Internal Revenue
Service, includible in gross income of the holder by reason
of Section 103(a)(1) of the Internal Revenue Code (or any
successor to such provision) as in effect at the time of the
issuance of such obligations or

(5) such sale and leaseback transaction is entered
into between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries.

SECTION 1008. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply
with any term, provision or condition set forth in Sections 1006
and 1007, inclusive, with respect to the Securities of any series
if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of
such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to
the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties
of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

SECTION 1009. Calculation of Original Issue Discount; and
Certain Information Concerning Tax Reporting

The Company will deliver to the Trustee, within 40 days of
the date of original issuance of any series of Securities with
Original Issue Discount, an Officers' Certificate, setting forth
(i) the amount of the Original Issue Discount on the Securities,
expressed as a U.S. dollar amount per $1,000 of principal amount
at Stated Maturity, (ii) the yield to maturity for the
Securities, and (iii) a table of the amount of the Original Issue
Discount on the Securities, expressed as a U.S. dollar amount per
$1,000 of principal amount at Stated Maturity, accrued for each
day from the date of original issuance of the Securities to their
Stated Maturity.

On or before December 15 of each year during which any
Securities are Outstanding, the Company shall furnish to the
Trustee such information as may be reasonably requested by the
Trustee in order that the Trustee may prepare the information
which it is required to report for such year on Internal Revenue
Service Forms 1096 and 1099 pursuant to Section 6049 of the
Internal Revenue Code of 1986, as amended. Such information
shall include the amount of

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Original Issue Discount includeable
in income for each $1,000 of principal amount at Stated Maturity
of Outstanding Securities during such year.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their
terms and (except as otherwise specified as contemplated by
Section 301 for Securities of any series) in accordance with this
Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall
be evidenced by a Board Resolution. In case of any redemption at
the election of the Company of less than all the Securities of
any series, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such
series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere
in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such
restriction.

SECTION 1103. Selection By Trustee of Securities to Be Redeemed.

With the exception of Securities delivered by the Company to
the Trustee in satisfaction of obligations of the Company to make
mandatory sinking fund payments, if less than all the Securities
of any series are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities
of such series not previously called for redemption, by such
method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount
of Securities of such series of a denomination larger than the
minimum authorized denomination for Securities of that series.

The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount
thereof to be redeemed.

For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Securities redeemed or

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to be redeemed only in part, to the portion of the principal
amount of such Securities which has been or is to be redeemed.

SECTION 1104. Notice of Redemption.

Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register,

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price;

(3) if less than all the Outstanding Securities of any
series are to be redeemed, the identification (and, in the
case of partial redemption, the principal amounts) of the
particular Securities to be redeemed;

(4) that on the Redemption Date the Redemption Price
will become due and payable upon each such Security to be
redeemed and, if applicable, that interest thereon will
cease to accrue on and after said date;

(5) the place or places where such Securities are to
be surrendered for payment of the Redemption Price; and

(6) that the redemption is for a sinking fund, if
such is the case.

Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense
of the Company.

SECTION 1105. Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided
in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be
an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein

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specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date;
provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable
to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions
of Section 307.

If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and
premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Security.

SECTION 1107. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company
or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of
the same series and of like tenor, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of
the Security so surrendered, except that if a global Security is
so surrendered, the Company shall execute, and the Trustee shall
authenticate and deliver to the Depositary for such global
Security, without service charge, a new global Security or
Securities in a denomination equal to and in exchange for the
unredeemed portion of the principal of the global Security so
surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article.

The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series except
as otherwise specified as contemplated by Section 301 for
Securities of such series.

The minimum amount of any sinking fund payment provided for
by the terms of Securities of any series is herein referred to as
a "mandatory sinking fund payment", and any payment in excess of
such minimum amount provided for by the terms of Securities of any
series is herein referred to as an "optional sinking fund payment".
If provided for by the terms of Securities of any series, the cash
amount of any sinking fund payment may be subject to

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reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of such
series.

SECTION 1202. Satisfaction of Sinking Fund Payments with
Securities.

The Company (1) may deliver Outstanding Securities of a
series (other than any previously called for redemption) and (2)
may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such
series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided
that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment
date for any series of Securities, the Company will deliver to
the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202, and will also deliver to
the Trustee any Securities to be so credited which have not
theretofore been so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in
the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

ARTICLE THIRTEEN

DEFEASANCE

SECTION 1301. Applicability of Article; Company's Option to
Effect Defeasance.

If pursuant to Section 301 provision is made for either or
both of (a) defeasance of the Securities of a series under
Section 1302 or (b) covenant defeasance of the Securities of a
series under Section 1303, then the provisions of such Section or
Sections, as the case may be, together with the other provisions
of this Article Thirteen, shall be applicable to the Securities
of such series, and the Company may at its option by Board
Resolution, at any time, with respect to the Securities of
such series, elect to have either Section 1302 (if

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applicable) or Section 1303 (if applicable) be applied to the
Outstanding Securities of such series upon compliance with the
conditions set forth below in this Article Thirteen.

SECTION 1302. Defeasance and Discharge.

Upon the Company's exercise of the above option applicable
to this Section, the Company shall be deemed to have been
discharged from its obligations with respect to the Outstanding
Securities of such series on the date the conditions set forth
below are satisfied (hereinafter, "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed
to have paid and discharged the entire indebtedness represented
by the Outstanding Securities of such series and to have
satisfied all its other obligations under such Securities and
this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged
hereunder: (a) the rights of Holders of Outstanding Securities of
such series to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section,
payments in respect of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (b) the
Company's obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (d)
this Article Thirteen. Subject to compliance with this Article
Thirteen, the Company may exercise its option under this Section
1302 notwithstanding the prior exercise of its option under
Section 1303 with respect to the Securities of such series.

SECTION 1303. Covenant Defeasance.

Upon the Company's exercise of the above option applicable
to this Section, the Company shall be released from its
obligations under Sections 501(5), 1006 and 1007 with respect to
the Outstanding Securities of such series on and after the date
the conditions set forth below are satisfied (hereinafter,
"covenant defeasance"). For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation
set forth in any such Section, whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of
this Indenture and such Securities shall be unaffected thereby.

SECTION 1304. Conditions to Defeasance.

The following shall be the conditions to application of
either Section 1302 or Section 1303 to the Outstanding Securities
of such series:

(1) the Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 609 who shall agree
to comply with the provisions of this Article Thirteen
applicable to it) as trust funds in trust

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for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit
of the Holders of such Securities, (a) money in an amount, or
(b) U.S. Government Obligations which through the scheduled
payment of principal and interest, if any, in respect
thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money
in an amount, or (c) a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of (and
premium, if any, on) and each installment of principal of
(and premium, if any) and interest, if any, on the
Outstanding Securities of such series on the Stated Maturity
of such principal or installment of principal or interest
and (ii) any mandatory sinking fund payments or analogous
payments applicable to the Outstanding Securities of such
series on the day on which such payments are due and payable
in accordance with the terms of this Indenture and of such
Securities. For this purpose, "U.S. Government Obligations"
means securities that are (x) direct obligations of the
United States of America for the payment of which its full
faith and credit is pledged or (y) obligations of a Person
controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the payment
of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in
either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository
receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian with
respect to any such U.S. Government obligation or a specific
payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account
of the holder of such depository receipt, provided that
(except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder
of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or
the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt.

(2) No Event of Default or event which with notice or
lapse of time or both would become an Event of Default with
respect to the Securities of such series shall have occurred
and be continuing on the date of such deposit or, insofar as
Subsections 501(6) and (7) are concerned, at any time during
the period ending on the 91st day after the date of such
deposit or, if longer, ending on the day following the
expiration of the longest preference period applicable to
the Company in respect of such deposit (it being understood
that this condition shall not be deemed satisfied until the
expiration of such period).

(3) Such defeasance or covenant defeasance shall not
cause the Trustee for the Securities of such series to have
a conflicting interest as defined in Section 608 and for
purposes of the Trust Indenture Act with respect to any
securities of the Company.

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(4) Such defeasance or covenant defeasance shall not
cause any Securities of such series then listed on any
registered national securities exchange under the Securities
Exchange Act of 1934, as amended, to be delisted or
deregistered.

(5) In the case of an election under Section 1302, the
Company shall have delivered to the Trustee an Opinion of
Counsel stating that (x) the Company has received from, or
there has been published by, the Internal Revenue Service a
ruling, or (y) since the date of this Indenture there has
been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such
opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as
would have been the case if such defeasance had not
occurred.

(6) In the case of an election under Section 1303, the
Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of the Outstanding
Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such
covenant defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant
defeasance had not occurred.

(7) Such defeasance or covenant defeasance shall be
effected in compliance with any additional terms, conditions
or limitations which may be imposed on the Company in
connection therewith pursuant to Section 301.

(8) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent provided for relating
to either the defeasance under Section 1302 or the covenant
defeasance under Section 1303 (as the case may be) have been
complied with.

SECTION 1305. Deposited Money and U.S. Government Obligations to
be Held in Trust; Miscellaneous.

Subject to the provisions of the last paragraph of Section
1003, all money and U. S. Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying
trustee -- collectively, for purposes of this Section 1305, the
"Trustee") pursuant to Section 1304, in respect of the
Outstanding Securities of such series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest, if any,
but such money need not be segregated from other funds except to
the extent required by law.

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The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U. S.
Government Obligations deposited pursuant to Section 1304 or the
principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of
the Holders of the Outstanding Securities of such series.

Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon Company Request any money or U. S.
Government obligations held by it as provided in Section 1304
which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of
the amount thereof which would be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

ARTICLE FOURTEEN

REPAYMENT OF SECURITIES AT OPTION OF HOLDERS

SECTION 1401. Applicability of Article.

Securities of any series which are repayable before their
Stated Maturity at the option of the Holders shall be repaid in
accordance with their terms and (except as otherwise specified as
contemplated by Section 301 for Securities of any series) in
accordance with this Article,

SECTION 1402. Notice of Repayment Date.

Securities of any Repayment Date with respect to Securities
of any series shall, unless otherwise specified by the terms of
the Securities of any series, be given by the Company not less
than 45 nor more than 60 days prior to such Repayment Date to
each Holder of Securities of such series in accordance with
Section 106.

The notice as to Repayment Date shall state:

(1) the Repayment Date;

(2) the Repayment Price;

(3) the place or places where such Securities are to
be surrendered for payment of the Repayment Price and the
date by which Securities must be so surrendered in order to
be repaid;

(4) a description of the procedure which a Holder must
follow to exercise a repayment right; and

(5) that exercise of the option to elect repayment
is irrevocable.

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No failure of the Company to give the foregoing notice shall
limit any Holder's right to exercise a repayment right.

SECTION 1403. Deposit of Repayment Price.

Prior to the Repayment Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided
in Section 1003) an amount of money sufficient to pay the
Repayment Price of and (unless the Repayment Date shall be an
Interest Payment Date) accrued interest, if any, on all of the
Securities of such series which are to be repaid on that date.

SECTION 1404. Securities Payable on Repayment Date.

The form of option to elect repayment having been delivered
as specified in the form of Security for such series as provided
in Section 203, the Securities of such series so to be repaid
shall, on the Repayment Date, become due and payable at the
Repayment Price applicable thereto, and from and after such date
(unless the Company shall default in the payment of the Repayment
Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for repayment in
accordance with said notice, such Security shall be paid by the
Company at the Repayment Price together with accrued interest to
the Repayment Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to such Repayment
Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close
of business on the relevant Record Dates according to their terms
and the provisions of Section 307.

If any Security shall not be paid upon surrender thereof
for repayment, the principal (and premium, if any) shall, until
paid, bear interest from the Repayment Date at the rate
prescribed therefor in such Security.

SECTION 1405. Securities Repaid in Part.

Any Security which by its terms may be repaid in part at the
option of the Holder and which is to be repaid only in part shall
be surrendered at any office or agency of the Company designated
for that purpose pursuant to Section 1002 (with, if the Company
or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of
the same series, of any authorized denomination as requested by
such Holder, in aggregate principal amount equal to and in
exchange for the unrepaid portion of the principal of the
Security so surrendered.

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ARTICLE FIFTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
AND DIRECTORS.

SECTION 1501. Immunity of Incorporators, Stockholders, Officers
and Directors.

No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security, or for any claim
based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company, whether by
virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no
personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or
directors, as such, of the Company or any successor corporation,
or any of them, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law
or in equity or by constitution or statute, of, and any and all
such rights and claims against, every such incorporator,
stockholder, officer or director, as such, because of the
creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or implied therefrom
are hereby expressly waived and released as a condition of, and
as a consideration for, the execution of this Indenture and the
issue of such Securities.

* * * * * * *

This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.

COCA-COLA BOTTLING CO.
CONSOLIDATED

By:_______________________________

ATTEST:

______________________________________

[Corporate Seal]
NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, AS TRUSTEE

By:______________________________
ATTEST:

______________________________________
[Corporate Seal]

82
<PAGE>

NUMBER (logo, see appendix) SHARES

(Logo of
COMMON STOCK COCA-COLA BOTTLING CO.,
see appendix)

PAR VALUE $1.00 CONSOLIDATED CUSIP 191098 10 2
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN
OF THE STATE OF DELAWARE DEFINITIONS

THIS CERTIFIES THAT

SPECIMEN

is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

(Logo of COCA-COLA BOTTLING CO., see appendix) CONSOLIDATED

transferable in person or by duly authorized attorney on the books of the
Corporation upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are subject to all the terms,
conditions and limitations of the Certificate of Incorporation and all
Amendments thereto. This certificate is not valid unless countersigned
by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

(Seal, see appendix) Dated:

(Signature of (Signature of
John W. Murrey III, see appendix) James L. Moore, see appendix)
Secretary President and Chief Executive Officer

AMERICAN BANK NOTE COMPANY.

<PAGE>

COCA-COLA BOTTLING CO. CONSOLIDATED

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO
SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF
AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS.

The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM --as tenants in common UNIF GIFT MIN ACT --....Custodian....
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right of under uniform Gifts to Minors
survivorship and not as tenants Act....................
in common (State)

Additional abbreviations may also be used though not in the above list.

For value received,____________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
( )_______________________________________

______________________________________________________________________
Please print or typewrite name and address including postal zip code
of assignee

______________________________________________________________________

________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint_____________________________

______________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.

Dated,______________________

___________________________________

Signature Guaranteed:

LAW OFFICES
WITT, GAITHER & WHITAKER, P.C.

1100 AMERICAN NATIONAL BANK BUILDING
CHATTANOOGA, TENNESSEE 37402-2608

TELEPHONE: 615-265-8881
FACSIMILE: 615-266-4138
FACSIMILE: 615-265-5298

RAYMOND B. WITT, JR. STEVEN R. BARRETT JOHN P. GAITHER
PHIL B. WHITAKER PHILIP B. WHITAKER, JR. (1915-1994)
JOHN W. MURREY, III JANE K. RICCI***
HUGH J. MOORE, JR. LEIGH ANNE BATTERSBY WILLIAM P. HUTCHESON
FRANK P. PINCHAK RICHARD D. FAULKNER, JR.* (1923-1991)
JOHN F. HENRY, JR. MICHAEL J. MCSUNAS
HAROLD A. SCHWARTZ, JR. CHARLES N. WHITAKER OF COUNSEL:
K. STEPHEN POWERS SHIELDS WILSON
CARTER J. LYNCH, III GARY M. DISHEROON
GEOFFREY G. YOUNG* FRANK M. GROVES
RALPH M. KILLEBREW, JR. ALSO LICENSED IN:
ROSEMARIE L. BRYAN * GEORGIA
DOUGLAS E. PECK** ** NORTH CAROLINA
JONATHAN M. MINNEN* *** OHIO & TEXAS

July 20, 1994

Board of Directors
Coca-Cola Bottling Co. Consolidated
Charlotte, North Carolina

Gentlemen:

You have requested our opinion concerning certain matters in
connection with the Registration Statement on Form S-3 to be
filed by Coca-Cola Bottling Co. Consolidated, a Delaware
corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to $400,000,000 aggregate initial offering
price of securities being registered pursuant to Rule 415 under
the Securities Act, consisting of one or more of the following:
(i) Debt Securities of the Company; (ii) the Company's
Convertible Preferred Stock, par value $100 per share; (iii) the
Company's Non-Convertible Preferred Stock, par value $100 per
share; (iv) the Company's Preferred Stock, par value $0.01 per
share; (v) the Company's Common Stock, par value $1.00 per share;
and (vi) the Company's Class C Common Stock, par value $1.00 per
share.

In rendering the opinions expressed herein, we have examined the
Restated Certificate of Incorporation of the Company, the Bylaws
of the Company as amended to date, the Indenture dated as of
July 20, 1994 between the Company and NationsBank of Georgia,
National Association (as Trustee), and the originals, or copies
certified or otherwise identified to our satisfaction, of such
records, documents, certificates and other instruments as in our
judgement are necessary or appropriate to enable us to render the
opinions expressed below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with
the originals of all documents submitted to us as copies.

Based upon and subject to the foregoing, we are of the opinion
that:

<PAGE>

WITT, GAITHER & WHITAKER, P.C.

Board of Directors
Coca-Cola Bottling Co. Consolidated
July 20, 1994
Page 2

1. The Company is duly incorporated and validly
existing under the laws of the State of Delaware.

2. The Indenture, dated as of July 20, 1994, between
the Company and NationsBank of Georgia, National
Association, as Trustee (the "Indenture"), has been
duly authorized and executed by the Company, has been
executed and delivered by the parties thereto and constitutes
a valid and legally binding obligation of the Company.

3. When the issuance of the Debt Securities has been
duly authorized by appropriate corporate action and
such Debt Securities have been duly executed,
authenticated and delivered in accordance with the
Indenture and sold as described in the Registration
Statement, including the Prospectus and any Prospectus
Supplement relating to such Debt Securities, such Debt
Securities will be legal, valid and binding obligations
of the Company entitled to the benefits of the
Indenture.

4. When the issuance of shares of any series of (i)
the Convertible Preferred Stock, (ii) the Non-
Convertible Preferred Stock or (iii) the Preferred
Stock ((i), (ii) and (iii), collectively, the
"Preferred Equity Securities") has been duly authorized
by appropriate corporate action, such Preferred Equity
Securities, when issued in accordance with the terms of
the applicable corporate authorization and the
applicable certificate of designations as described in
the Registration Statement, including the Prospectus
and any Prospectus Supplement relating to any issuance
of such Preferred Equity Securities, will be duly
authorized, validly issued, fully paid and
nonassessable.

5. When the issuance of shares of (i) the Common
Stock or (ii) Class C Common Stock ((i) and (ii),
collectively, the "Common Equity Securities") has been
duly authorized by appropriate corporate action, such
Common Equity Securities, when issued in accordance
with the terms of the applicable corporate
authorization as described in the Registration
Statement, including the Prospectus and any Prospectus
Supplement relating to any issuance of such Common
Equity Securities, will be duly authorized, validly
issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under

<PAGE>

WITT, GAITHER & WHITAKER, P.C.

Board of Directors
Coca-Cola Bottling Co. Consolidated
July 20, 1994
Page 3

the caption "Legal Opinions" in the Prospectus forming a part of
the Registration Statement.

Very truly yours,

(Signature of Ralph M. Killebrew, Jr.)

Ralph M. Killebrew, Jr.
For the Firm

EXHIBIT 12

COCA-COLA BOTTLING CO. CONSOLIDATED

RATIOS OF EARNINGS TO FIXED CHARGES
AND THE RATIOS OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(in thousands)

The tables below set forth the ratios of earnings to fixed charges
and the ratios of earnings to combined fixed charges and preferred stock
dividends of the Company and its consolidated subsidiaries for the periods
indicated. The ratios have been computed using the amounts for the Company,
its consolidated subsidiaries and its proportionate share of losses incurred
by its fifty percent (50%) owned affiliate. Earnings available for fixed
charges represent earnings before income taxes, extraordinary items and fixed
charges. Fixed charges represent interest incurred plus that portion of
rental expense deemed to be the equivalent of interest. Preferred Stock
dividends represent all such dividends paid by the Company in respect of its
Preferred Stock, increased to an amount representing the pre-tax earnings
which would be required to cover such dividend requirements.

RATIOS OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
6 Months Ended
July 3 July 4 Fiscal Year Ended(1)

1994 1993 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C> <C>
Income (loss) before
income taxes............ 13,215 24,015 4,851 2,956 2,205 (2,474)
Fixed charges:
Interest expense(2)..... 17,241 32,394 38,462 23,356 26,387 25,403
1/3 rental expense(3)... 2,884 5,767 5,933 4,333 3,400 2,667
Piedmont
fixed charges(4)...... -- 2,260 -- -- -- --
------ ------ ------ ------ ------ ------
Fixed charges,
as Defined.......... 20,125 40,421 44,395 27,689 29,787 28,070
------ ------ ------ ------ ------ ------

Earnings, as
Defined............... 33,340 64,436 49,246 30,645 31,992 25,596
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------

Fixed Charges,
as Defined............ 20,125 40,421 44,395 27,689 29,787 28,070
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------

Ratio of Earnings to
Fixed Charges......... 1.66 1.59 1.11 1.11 1.07 0.91(5)
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------

Excess (deficiency)
of Earnings, as
Defined, to Fixed
Charges............... 13,215 24,015 4,851 2,956 2,205 (2,474)
------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------

</TABLE>

(1) The Company's fiscal year ends on the Sunday nearest December 31.

(2) Discounts on sales of trade accounts receivable of $____ million during
the six months ended July 3, 1994, $.7 million during the six months
ended July 4, 1993, $1.4 million in 1993, $1.6 million in 1992, $1.8
million in 1991, $2.3 million in 1990 and $.7 million in 1989 are
included in the interest expense line item.

(3) Management believes amounts presented for 1/3 rental expense represent a
reasonable approximation of the interest factor in such rentals.

(4) Piedmont's fixed charges for 1993 are calculated as follows:
Interest expense 4,276
1/3 rental expense(3) 243
-----
4,519
Proportionate share 50%
-----
2,260
-----
-----

(5) As a result of the loss incurred in 1989, the Company was unable to
fully cover the indicated fixed charges.

<PAGE>

EXHIBIT 12

COCA-COLA BOTTLING CO. CONSOLIDATED

RATIOS OF EARNINGS TO FIXED CHARGES
AND THE RATIOS OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(in thousands)

RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

<TABLE>
<CAPTION>
6 Months Ended
July 3 July 4 Fiscal Year Ended(1)

1994 1993 1993 1992 1991 1990 1989

<S> <C> <C> <C> <C> <C> <C> <C>
Earnings, as Defined.... 33,340 64,436 49,246 30,645 31,992 25,596
------- ------ ------- ---- ------ -------
------- ------ ------- ---- ------ -------

Preferred Stock
Dividends............. -- -- 4,195 728 448 --

Ratio of pre-tax income
to net income......... -- -- 2.33 1.01 9.63 --
------- ------ ------- ---- ------ -------

Preferred Dividend
factor................ -- -- 9,774 735 4,314 --

Fixed charges,
as Defined............ 20,125 40,421 44,395 27,689 29,787 28,070
------- ------ ------- ---- ------ -------

Combined Fixed Charges
and Preferred Stock
Dividends............. 20,125 40,421 54,169 28,424 34,101 28,070
------- ------ ------- ---- ------ -------
------- ------ ------- ---- ------ -------

Ratio of Earnings to
Combined Fixed Charges
and Preferred Stock
Dividends............. 1.66 1.59 0.91(2) 1.08 0.94(3) 0.91(4)
------- ------ ------- ---- ------ -------
------- ------ ------- ---- ------ -------

Excess (deficiency)
of Earnings, as
Defined, to Combined
Fixed Charges and
Preferred Stock
Dividends............. 13,215 24,015 (4,923) 2,221 (2,109) (2,474)
------- ------ ------- ---- ------ -------
------- ------ ------- ---- ------ -------
</TABLE>

(1) The Company's fiscal year ends on the Sunday nearest December 31.

(2) As a result of the Company's effective tax rate in 1992 of 57%, the
Company was unable to fully cover the indicated combined fixed charges
and preferred stock dividends.

(3) As a result of the Company's effective tax rate in 1990 of 90%, the
Company was unable to fully cover the indicated combined fixed charges
and preferred stock dividends. Had the Company's effective rate been
38%, consistent with the effective tax rate in 1993, the preferred stock
dividend factor for 1990 would have been $722,000 resulting in a ratio
of earnings to combined fixed charges and preferred stock dividends
of 1.05 for 1990.

(4) As a result of the loss incurred in 1989, the Company was unable to
fully cover the indicated combined fixed charges and preferred stock
dividends.

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our reports
dated February 18, 1994 appearing on pages 38 and 51 in Coca-Cola Bottling
Co. Consolidated's Annual Report on Form 10-K for the year ended January 2,
1994. We also consent to the reference to us under the heading "Experts"
in such Prospectus.

(Signature of Price Waterhouse)
PRICE WATERHOUSE

Charlotte, North Carolina
July 19, 1994

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE

TRUST INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE

PURSUANT TO SECTION 305(b)(2)

NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

58-0193243
(I.R.S. employer identification no.)

600 Peachtree Street, N.E.
Suite 900
Atlanta, Georgia 30308
(Address of principal executive offices) (Zip Code)

John T. Henderson
NationsBank of Georgia, National Association
Area Administration
6000 Feldwood Road
College Park, Georgia 30349
(404) 774-6074
(Name, Address and telephone number of agent for service)

with a copy to:
NationsBank of Georgia, National Association
Corporate Trust
600 Peachtree Street, Suite 900
Atlanta, GA 30308

Coca-Cola Bottling Co. Consolidated
(Exact name of obligor as specified in its charter)

Delaware 56-0950585
(State or other jurisdiction (IRS employer
of incorporation or organization) identification no.)

Coca Cola Bottling Co. Consolidated
1900 Rexford Road
Charlotte, North Carolina 28211
(704) 551-4400

(Name, address, including zip code, and telephone number,
including area code, of principal executive office)

Debt Securities
(Title of the indenture securities)

1. General information.

Furnish the following information as to the trustee--

(a) Name and address of each examining or supervising authority to which
it is subject.

The Comptroller of the Currency,
Washington, D.C.

Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia

Federal Deposit Insurance Corporation
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

16. List of Exhibits.

List below all exhibits filed as a part of this statement of
eligibility.

(1) A copy of the Articles of Association of the trustee as
now in effect. (See Exhibit 1 to Form T-1, Exhibit 25
to Registration No. 33-50233, which is incorporated
herein by reference.)

(2) A copy of the certificate of authority of the trustee
to commence business. (See Exhibit 2 to Form T-1,
Exhibit 25 to Registration No. 33-50233, which is
incorporated herein by reference.)

(3) A copy of the authorization of the trustee to exercise
corporate trust powers. (See Exhibit 3 to Form T-1,
Exhibit 25 to Registration No. 33-50233, which is
incorporated herein by reference.)

(4) A copy of the existing by-laws of the trustee, as
amended to date. (See Exhibit 4 to Form T-1, Exhibit
25 to Registration No. 33-50233, which is incorporated
herein by reference.)

(6) The consent of the trustee required by Section 321(b)
of the Trust Indenture Act of 1939.

(7) A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of
1939 the trustee, NationsBank of Georgia, National Association, a
corporation organized and existing under the laws of the United
States of America, has duly caused this statement of eligibility
and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Atlanta and the
State of Georgia, on the 14th day of July, 1994.

NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION

By: /s/ Sandra Carreker .
Sandra Carreker
Vice President

EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939 in connection with the proposed issuance of
Coca-Cola Bottling Co. Consolidated Debt Securities, NationsBank
of Georgia, National Association hereby consents that reports of
examinations by Federal, State, Territorial or District Authorities
may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.

NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION

By: /s/ Sandra Carreker .
Sandra Carreker
Vice President

SIGNATURE

NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION

By:
Sandra Carreker
Vice President

EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION

By:
Sandra Carreker
Vice President

EXHIBIT 7 TO FORM T-1

Comptroller of the Currency
Administrator of National Banks

REPORT OF CONDITION

Consolidating domestic and foreign subsidiaries of the
NATIONSBANK OF GEORGIA, N.A. OF ATLANTA, in the state of Georgia,
at the close of business on March 31, 1994 published in response
to call made by Comptroller of the Currency, under Title 12,
United States Code, Section 161. Charter Number 13281,
Comptroller of the Currency, Atlanta District.

Statement of Resources and Liabilities

Dollar Amounts in Thousands

ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin 1,322,088.
Securities:
Held-to-maturity securities 1,421,482.
Available-for-sale securities 2,370,474.

Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds sold 1,303,530.
Securities purchased under agreements to resell 7,881.
Loans and lease financing receivables:
Loans and leases, net of unearned income 9,796,002.
LESS: Allowance for loan and lease losses 123,557.
LESS: Allocated transfer risk reserve 87.
Loans and leases, net of unearned income,
allowance, and reserve 9,672,358.
Assets held in trading accounts 23,788.
Premises and fixed assets (including capitalized leases) 185,336.
Other real estate owned 14,729.
Customers' liability to this bank on acceptances outstanding 249,002.
Intangible assets 44,567.
Other assets 256,203.
Total assets 16,871,438.

LIABILITIES

Deposits:
In domestic offices 8,693,074.
Noninterest-bearing 2,856,181.
Interest-bearing 5,836,893.

Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased 3,488,099.
Securities sold under agreements to repurchase 2,301,917.
Demand notes issued to the U.S. Treasury 146,636.
Trading Liabilities 19,766.
Other borrowed money:
With original maturity of one year or less 105,810.
With original maturity of more than one year 590.
Bank's liability on acceptances executed and outstanding 249,002.
Other liabilities 851,200.
Total liabilities 15,856,094.

EQUITY CAPITAL
Common stock 97,747.
Surplus 231,313.
Undivided profits and capital reserves 683,180.
Less: Net unrealized loss on marketable equity securities (3,104)
Total equity capital 1,015,344.
Total liabilities, limited-life preferred stock,
and equity capital 16,871,438.

We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has
been examined by us, and to the best of our knowledge and belief
has been prepared in conformance with the instructions and is
true and correct.

Hugh M. Chapman
James R. Lientz, Jr. Directors
L.L. Gellerstedt