Exhibit 10.1

EXECUTION COPY

U.S. $150,000,000

CREDIT AGREEMENT

Dated as of March 24, 2003

among

PANAMERICAN BEVERAGES, INC.,
as Borrower,

THE FINANCIAL INSTITUTIONS PARTY HERETO,
as Lenders

and

ING CAPITAL LLC,
as Administrative Agent

                               TABLE OF CONTENTS


                                                                          Page



ARTICLE I     DEFINITIONS AND ACCOUNTING TERMS...............................1

    SECTION 1.01   Certain Defined Terms.....................................1
    SECTION 1.02   Certain Defined Terms Relating to Environmental
                   Regulation...............................................13
    SECTION 1.03   Computation of Time Periods..............................13

ARTICLE II    AMOUNTS AND TERMS OF THE ADVANCES.............................13

    SECTION 2.01   The Advances.............................................14
    SECTION 2.02   Making the Advances......................................14
    SECTION 2.03   Scheduled Repayments; Notes..............................15
    SECTION 2.04   Prepayments..............................................15
    SECTION 2.05   Interest.................................................16
    SECTION 2.06   Fees.....................................................16
    SECTION 2.07   Increased Costs, Etc.....................................17
    SECTION 2.08   Payments and Computations................................18
    SECTION 2.09   Taxes....................................................20
    SECTION 2.10   Sharing of Payments, Etc.................................21
    SECTION 2.11   Funding Losses...........................................21
    SECTION 2.12   Use of Proceeds..........................................22

ARTICLE III   CONDITIONS PRECEDENT..........................................22

    SECTION 3.01   Conditions Precedent to the Closing Date and Borrowing...22

ARTICLE IV    REPRESENTATIONS AND WARRANTIES................................24

    SECTION 4.01   Representations and Warranties of the Borrower...........24

ARTICLE V     COVENANTS OF THE BORROWER.....................................28

    SECTION 5.01   Affirmative Covenants....................................28
    SECTION 5.02   Negative Covenants.......................................31
    SECTION 5.03   Reporting Requirements...................................33
    SECTION 5.04   Financial Condition......................................35

ARTICLE VI    EVENTS OF DEFAULT.............................................36

    SECTION 6.01   Events of Default........................................36

ARTICLE VII   THE ADMINISTRATIVE AGENT......................................38

    SECTION 7.01   Authorization and Action.................................38
    SECTION 7.02   Duties and Reliance, Etc.................................38
    SECTION 7.03   Administrative Agent and Affiliates......................39



                                     (i)

    SECTION 7.04   Lender Credit Decision...................................39
    SECTION 7.05   Indemnification..........................................39
    SECTION 7.06   Successors to Administrative Agent.......................40

ARTICLE VIII  MISCELLANEOUS.................................................40

    SECTION 8.01   Amendments, Etc..........................................40
    SECTION 8.02   Notices, Etc.............................................41
    SECTION 8.03   No Waiver, Remedies......................................41
    SECTION 8.04   Costs, Expenses and Indemnification......................41
    SECTION 8.05   Right of Set-off.........................................42
    SECTION 8.06   Binding Effect...........................................42
    SECTION 8.07   Assignments and Participations...........................43
    SECTION 8.08   Governing Law............................................45
    SECTION 8.09   Execution in Counterparts................................45
    SECTION 8.10   Confidentiality..........................................45
    SECTION 8.11   Judgment.................................................45
    SECTION 8.12   Consent to Jurisdiction..................................46
    SECTION 8.13   WAIVER OF JURY TRIAL.....................................47
    SECTION 8.14   Limitation on Liability..................................47
    SECTION 8.15   Accounting Terms.........................................47


ANNEX I        Lending Offices and Advances of the Lenders
ANNEX III      Disclosure Schedules

EXHIBIT A      Form of Notice of Borrowing
EXHIBIT B      Form of Note
EXHIBIT C      Form of Officer's Certificate for the Borrower
EXHIBIT D-1    Form of Opinion of New York Counsel to the Borrower
EXHIBIT D-2    Form of Opinion of Panamanian Counsel to the Borrower
EXHIBIT D-3    Form of Opinion of New York Counsel to the Administrative Agent
EXHIBIT E      Form of Consent Letter from Agent for Service of Process
EXHIBIT F      Form of Assignment and Acceptance

CREDIT AGREEMENT, dated as of March 24, 2003 (this "Agreement"), is made among Panamerican Beverages, Inc., a Panamanian corporation (the "Borrower"), the financial institutions listed on the signature pages hereof and which may from time to time become parties hereto (each, a "Lender" and, collectively, the "Lenders"), and ING Capital LLC, as administrative agent (together with any successors appointed pursuant to Article VII, the "Administrative Agent") for the Lenders hereunder.

WHEREAS, subject to and upon the terms and conditions herein set forth, the Lenders are willing to make available to the Borrower the credit facility provided for herein;

NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Acquisition" means the acquisition by Coca-Cola FEMSA or its Affiliates of at least a majority of the outstanding Voting Stock of the Borrower.

"Administrative Agent" has the meaning specified in the preamble to this Agreement.

"Administrative Agent's Account" shall mean account No. 066297311 maintained at The Chase Manhattan Bank (ABA No. 021000021), for credit to ING Capital LLC, New York, Account Name: Agency Loan Account, Ref: PANAMCO, Att:
Tina Wong, or such other account at such other bank in New York City as the Administrative Agent shall specify from time to time to the Borrower and the Lenders.

"Advance" has the meaning specified in Section 2.01.

"Affiliate" means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term "control" (including the terms "controlling," "controlled by" and "under common control with") of a Person means the possession, direct or indirect, of the power to vote 5% or more of the Voting Stock of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise; provided, however, that neither TCCC nor any of its direct or indirect Subsidiaries shall be considered an Affiliate of the Borrower or any of its Subsidiaries.

"Agreement" has the meaning specified in the preamble to this Agreement.

"Alternate Base Rate" means, on any date, a fluctuating rate of interest per annum

equal to the higher of

(a) the Base Rate; and

(b) the Federal Funds Rate plus 1/2 of 1%.

The Alternate Base Rate is not necessarily intended to be the lowest rate of interest determined by the Administrative Agent or any Lender in connection with extensions of credit. Changes in the rate of interest on that portion of any Advances bearing interest at the Alternate Base Rate will take effect simultaneously with each change in the Alternate Base Rate.

"Alternate Base Rate Advances" means Advances bearing interest by reference to the Alternate Base Rate.

"Applicable Margin" means (i) for the period from the Closing Date to June 1, 2003, 1.00% per annum; and (ii) for and after June 1, 2003, 1.375% per annum.

"Assignment and Acceptance" has the meaning specified in Section 8.07.

"Back-to-Back Loan" means Debt of any Subsidiary owed to a third party that is fully collateralized by the proceeds of Debt incurred by the Borrower.

"Base Rate" means the rate of interest from time to time announced by the Administrative Agent at its principal office in New York City as its prime commercial lending rate; provided that if the Administrative Agent shall cease to announce a prime commercial lending rate, then "Base Rate" shall mean the arithmetic average of the rates of interest publicly announced by The Chase Manhattan Bank and Citibank, N.A. (or their respective successors) as their respective prime commercial lending rates (or, as to any such bank that does not announce such a rate, such bank's "base" or other rate determined by the Administrative Agent to be the equivalent rate announced by such bank), except that, if any such bank shall, for any period, cease to announce publicly its prime commercial lending (or equivalent) rate, the Administrative Agent shall, during such period, determine the "Base Rate" based upon the prime commercial lending (or equivalent) rates announced publicly by the other such banks.

"Borrower" shall have the meaning specified in the preamble to this Agreement.

"Borrowing" means the borrowing consisting of simultaneous advances made by the Lenders.

"Business Day" means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

"Capitalized Leases" has the meaning specified in clause (e) of the definition of Debt.

"Change in Control" means:

(a) the failure of the Shareholders (as defined in the Voting Trust Agreement) parties to the Voting Trust Agreement collectively to:

(i) own, directly or indirectly, on the date hereof and until all Obligations owing under this Agreement and the other Loan Documents are paid in full, at least a majority of the outstanding Voting Stock of the Borrower on a fully diluted basis, free and clear of all Liens; or

(ii) control directly or indirectly, whether by the percentage of ownership of Voting Stock imposed by any applicable law, the possession of voting power or otherwise, the power to direct the affairs or control the composition of at least a majority of the board of directors, management committee, or other equivalent body, of the Borrower; or

(b) dissolution or termination of the Voting Trust Agreement; or

(c) the failure of TCCC to own (as a result of a sale by TCCC of such Common Stock described below), directly or indirectly, on the date hereof and until all Obligations owing under this Agreement and other Loan Documents are paid in full, at least 25% of the outstanding Class B Common Stock of the Borrower, 22.6% of the outstanding Class A Common Stock of the Borrower and 100% of the, outstanding Class C Preferred Stock of the Borrower, in each case, on a fully diluted basis, free and clear of all Liens (it being understood that such percentage will be reduced on a proportionate basis in the event of any issuance or sale of Class A Common Stock or Class B Common Stock in which TCCC does not acquire its proportionate share); or

(d) any reduction in the number of directors nominated by TCCC to the Borrower's Board of Directors as compared to the number of such directors nominated by TCCC as of the date of this Agreement.

"Closing Date" has the meaning specified in Section 3.01.

"Coca-Cola Entity" means TCCC and any Wholly-Owned Subsidiary of
TCCC.

"Coca-Cola FEMSA" means Coca-Cola FEMSA S.A. de C.V., a Mexican corporation.

"Commitment" has the meaning specified in Section 2.01(a).

"Commitment Expiration Date" means the date 10 days after the Closing Date.

"Compensation Plan" of the Borrower or any Subsidiary thereof means any program, plan or similar arrangement (other than employment contracts) relating generally to compensation, pension, employment or similar arrangements to which the Borrower or such Subsidiary (individually or in connection with any other Person) may have any liability.

"Confidential Information" means information furnished by or on behalf of the Borrower or an Affiliate of the Borrower to the Administrative Agent or any Lender in a writing

designated as confidential, but does not include any such information that (i) is or becomes generally available to the public or (ii) is or becomes available to the Administrative Agent or such Lender from a source other than the Borrower or an Affiliate of the Borrower other than as a result of a breach by the Administrative Agent or any Lender of its obligations hereunder.

"Consolidated" refers to the consolidation of accounts in accordance with GAAP.

"Consolidated Debt" means the outstanding principal amount of all Debt of the Borrower and its Consolidated Subsidiaries; provided, however, that Debt of the Borrower's Consolidated Subsidiaries shall not include any Debt of any Subsidiary to the extent, but only to the extent, that such Debt,
(i) is held by the Borrower, whether in the form of a loan, participating interest or other instrument evidencing indebtedness or other Obligation of the Subsidiary so long as material enforcement, waiver or amendment decision regarding such Debt may be taken only by the Borrower, or (ii) represents a Back-to-Back Loan; provided, further, that, for the period, and as of any period ending on any day occurring, from the date hereof to April 1, 2003, the principal amount of the Advances outstanding under this Agreement shall not be included in the calculation of Consolidated Debt.

"Consolidated EBITDA" means, for any period, the sum, without duplication, of

(a) Consolidated Operating Income for such period,

plus

(b) all depreciation and amortization of assets (including Intangible Assets) of the Borrower and its Subsidiaries deducted in determining Consolidated Operating Income for such period.

"Consolidated Operating Income" means, with respect to the Borrower and its Subsidiaries for any period, the Consolidated operating income (or loss), before interest, taxes and extraordinary items, of the Borrower and its Subsidiaries for such period.

"Consolidated Tangible Net Assets" means as of any date, the total amount of assets of the Borrower and its Subsidiaries, less (i) Intangible Assets and (ii) appropriate adjustments on account of minority interests of other Persons holding equity investments in Subsidiaries, all as reflected on the consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the fiscal quarter immediately preceding such date.

"Credit Agreement" has the meaning specified in the recitals.

"Credit Rating Agencies" means DCR, Moody's and Standard & Poor's.

"DCR" means Duff & Phelps Credit Rating Co.

"Debt" of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all Obligations of such Person for the deferred purchase price of property or services, (c) all Obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or

other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases ("Capitalized Leases"), (f) all Obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities, (g) all Obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any capital stock of or other ownership or profit interest in such Person or any of its Affiliates or any warrants, rights or options to acquire such capital stock, (h) all Obligations of such Person in respect of Hedge Agreements, (i) all Debt of others referred to in clauses (a) through (h) above guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (i) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (ii) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (iii) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (iv) otherwise to assure a creditor against loss, and j) all Debt referred to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt; provided, however, that Debt shall not include trade accounts payable arising in the ordinary course of business.

"Default" means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

"Designated Affiliate" means a majority-controlled Affiliate of a Lender whose name and principal place of business are set forth opposite such Lender's name on Annex I hereto under the caption "Designated Affiliates," or in the Assignment and Acceptance pursuant to which it became a Lender, or such other Affiliate or Affiliates of such Lender as such Lender may specify by notice from time to time to the Borrower and the Administrative Agent.

"Designated Branch" means the branch of a Lender whose name and location are set forth opposite such Lender's name on Annex I hereto under the caption "Designated Branches" or in the Assignment and Acceptance pursuant to which it became a Lender, or such other branch or branches or other office or offices of such Lender as such Lender may specify by notice from time to time to the Borrower and the Administrative Agent.

"Disclosure Schedule" means the Disclosure Schedule set forth as Annex II.

"Eligible Assignee" means (a) a commercial bank, finance company, insurance company or other financial institution or fund (whether a corporation, partnership, trust or other entity) having total assets in excess of U.S. $250,000,000 and (b) any Designated Affiliate or Designated Branch.

"Eurocurrency Liabilities" has the meaning specified in Regulation D of the

Board of Governors of the Federal Reserve System, as in effect from time to time.

"Eurodollar Rate" means, for any Interest Period for each Eurodollar Rate Advance, an interest rate per annum equal to the rate per annum obtained by dividing (a) the rate per annum determined by the Administrative Agent based on the rate(s) quoted on the Reuters Screen LIBO Page at approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for a period equal to such Interest Period by (b) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period. If only one rate appears on the Reuters Screen LIBO Page, the rate in clause (a) above will be such rate, and if two or more rates appear on the Reuters Screen LIBO Page, the rate in clause (a) above will be the arithmetic mean of such rates. The Eurodollar Rate for each Interest Period for each Eurodollar Rate Advance shall be determined by the Administrative Agent.

"Eurodollar Rate Advances" means Advances bearing interest at a rate determined by reference to the Eurodollar Rate.

"Eurodollar Rate Reserve Percentage" for any Interest Period for each Advance means the reserve percentage applicable two Business Days before the first day of such Interest Period, under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Advances is determined) having a term equal to such Interest Period.

"Events of Default" has the meaning specified in Section 6.01.

"Existing Debt" means Debt of the Borrower and its Subsidiaries outstanding on the date hereof.

"Existing Debt Agreement" means any agreement or instrument pursuant to which any Existing Debt has been issued or incurred.

"Facility" means the aggregate amount of the Advances.

"Federal Bankruptcy Code" means the United States Bankruptcy Code of 1978, as amended from time to time.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"GAAP" means, in the case of the Borrower and its Consolidated Subsidiaries, generally accepted accounting principles in the United States consistent with those applied in the preparation of the financial statements of the Borrower and Consolidated Subsidiaries furnished to the Lenders prior to the date of this Agreement.

"Governmental Authority" means any federation, nation, state, sovereign, or government, any federal, supranational, regional, state, tribal, local or political subdivision, any governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission or any other similar dispute-resolving panel or body, and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

"Hedge Agreements" means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other similar agreements designed to hedge against fluctuations in interest rates or foreign exchange rates.

"Indemnified Party" has the meaning specified in Section 8.04(b).

"Intangible Assets" means all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, write-ups of assets over their carrying value at the end of the last fiscal quarter ended prior to the Closing Date or the date of acquisition, if acquired subsequent to the Closing Date, and all other items which would be treated as intangibles on the Consolidated balance sheet of the Borrower and its Subsidiaries.

"Interest Coverage Ratio" means, for any period, the ratio of (i) Consolidated EBITDA to (ii) the Consolidated gross interest expense (including related fees) of the Borrower and its Subsidiaries for such period; provided, however, that the calculation of the Interest Coverage Ratio shall not include any interest on any Debt of any Subsidiary, to the extent that such Debt (i) is owed by a Subsidiary to the Borrower, whether in the form of a Loan, participation interest or other instrument evidencing indebtedness or other Obligation of the Subsidiary so long as material enforcement, waiver or amendment decision regarding such Debt may be taken only by the Borrower, or
(ii) represents a Back-to-Back Loan.

"Interest Period" means the period commencing on (i) in the case of the initial Interest Period, the Borrowing Date and ending one month thereafter, or (ii) in the case of any subsequent Interest Period, the date immediately succeeding the last day of the immediately preceding Interest Period, and ending on the numerically corresponding date in the calendar month that is one month thereafter; provided, that (A) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (B) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period)

shall end on the last Business Day of the last calendar month of such Interest Period, and (C) notwithstanding the foregoing, if any Interest Period would otherwise end after the Maturity Date, such Interest Period shall end on the Maturity Date.

"Investment" in any Person means any loan or advance to such Person, any purchase or other acquisition of any capital stock, warrants, rights, options, obligations or other securities of such Person, any capital contribution to such Person or any other investment in such Person, including, without limitation, any arrangement pursuant to which the investor incurs Debt of the types referred to in clauses (i) and (j) of the definition of "Debt" in respect of such Person and, in the case of any permitted Investment in which the company in which such Investment is made becomes a Subsidiary of the Borrower, the amount of such Investment shall include the amount of any Debt of such Subsidiary at such time; provided that the "cash amount" of any Investment shall not be deemed to include such Debt.

"Lender" means each Lender listed on the signature pages hereof and each Eligible Assignee that becomes a party hereto pursuant to Section 8.07.

"Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Lending Office" opposite its name on Annex I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as it may from time to time specify by notice to the Borrower and the Administrative Agent.

"Lien" means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

"Loan Documents" means this Agreement, each Note and each other instrument, agreement, certificate, notice or other document executed and/or delivered pursuant hereto or thereto or in connection herewith or therewith.

"Margin Stock" means any "margin stock" or "margin security" as defined in Regulations T, U or X of the Board of Governors of the Federal Reserve System.

"Material Adverse Change" means a material adverse change in the business, condition (financial or otherwise), operations, performance, properties, assets or prospects of the Borrower and its Subsidiaries taken as a whole.

"Material Adverse Effect" means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance, properties, assets or prospects of the Borrower and its Subsidiaries taken as a whole or (b) the rights and remedies of the Administrative Agent or any Lender under any Loan Document.

"Maturity Date" means the date exactly four months after the date of Borrowing.

"Moody's" means Moody's Investors Service, Inc.

"Note" means a promissory note of the Borrower payable to the order of any

Lender, in substantially the form of Exhibit A hereto, evidencing the indebtedness of the Borrower to such Lender resulting from the Advance or Advances made by such Lender.

"Obligation" means, with respect to any Person, any obligation of such Person of any kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect to such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 6.01(f). Without limiting the generality of the foregoing, the Obligations of the Borrower under the Loan Documents include (a) the obligation to pay principal, interest, charges, expenses, fees, reasonable attorneys' fees and disbursements, indemnities and other amounts payable by the Borrower under any Loan Document and (b) the obligation to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of the Borrower in accordance with the Loan Documents.

"Other Currency" has the meaning specified in Section 8.11(a).

"Other Taxes" has the meaning specified in Section 2.09(b).

"Panamco Account" means the account of the Borrower maintained with SunTrust Bank, ABA #061000104, Account #8800374228, Att.: Don Lynch.

"Permitted Liens" means, with respect to any Person:

(a) pledges or deposits by such Person under worker's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or government bonds to secure performance, surety or appeal bonds to which such Person is a party or which are otherwise required of such Person, or deposits as security for contested taxes or import duties or for the payment of rent or other obligations of like nature, in each case incurred in the ordinary course of business;

(b) Liens imposed by law, such as carriers', warehousemen's, laborers', materialmen's, landlords', vendors', workmen's, operators', producers' and mechanics' Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings of review;

(c) Liens for taxes, assessments and other governmental charges or levies not yet delinquent or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;

(d) minor survey exceptions, minor encumbrances, easements or reservations of or with respect to, or rights of others for or with respect to, licenses, rights-of-way, sewers, electric and other utility lines and usages, telegraph and telephone lines, pipelines, surface use, operation of equipment, permits, servitudes and other similar matters, or zoning or other

restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(e) Liens existing on or provided for under the terms of agreements existing on the Closing Date and described in Item 5.02(a) of the Disclosure Schedule;

(f) Liens on property at the time the Borrower or any of its Subsidiaries acquired the property or the entity owning such property, including any acquisition by means of a merger or consolidation with or into the Borrower; provided, however, that any such Lien may not extend to any other property owned by the Borrower or any of its Subsidiaries;

(g) Liens securing Hedge Agreements so long as (i) such Hedge Agreements are of the type customarily entered into in connection with, and are entered into for, the bona fide purpose of reducing financial risk relating to interest rate or foreign exchange fluctuations, and (ii) the collateral securing obligations in respect of such Hedge Agreements (A) consists only of cash or cash equivalents, and (B) does not exceed in market value on any date an amount equal to 1.5% of Consolidated Tangible Net Assets (calculated as of the end-date of the last quarter for which Consolidated financial statements have been distributed);

(h) Liens on accounts receivable, inventory or bottles and cases to secure working capital or revolving credit Debt incurred by any Subsidiary in the ordinary course of business;

(i) Purchase Money Liens;

(j) Liens securing only Debt of a Wholly-Owned Subsidiary of the Borrower to the Borrower or one or more Wholly-Owned Subsidiaries of the Borrower;

(k) Liens on any property to secure Debt incurred in connection with the construction, installation or financing of bottling facilities financed through Debt issued by a Coca-Cola Entity or any subsidiary of it;

(l) Liens resulting from the deposit funds or evidences of Debt in trust for the purpose of defeasing Debt of the Borrower or any of its Subsidiaries;

(m) legal or equitable encumbrances deemed to exist by reason of negative pledges or the existence of any litigation or other legal proceeding and any related lis pendens filing (excluding any attachment prior to judgment, judgment lien or attachment lien in aid of execution on a judgment);

(n) rights of a common owner of any interest in property held by such Person;

(o) Liens on property or shares of stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming such a Subsidiary of such Person; provided further, however, that such Lien may not

extend to any other property owned by such Person or any of its Subsidiaries;

(p) any defects, irregularities or deficiencies in title to easements, rights-of-way or other properties which do not in the aggregate materially adversely affect the value of such properties or materially impair their use in the operation of the business of such Person;

(q) Liens in favor of the issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of business; provided, however, that the obligations in respect of such letters of credit do not constitute Debt;

(r) Liens arising in connection with Capitalized Leases in an aggregate principal amount not to exceed U.S. $75,000,000 at any time outstanding; and

(s) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements), as a whole, or in part, of any Debt secured by any Lien referred to in the foregoing clauses (e) through (l); provided, however, that
(i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on or to such property) and (ii) the Debt secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Debt described under clauses (e) through (1) at the time the original Lien became a Permitted Lien under this Agreement and (B) any amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement.

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

"Process Agent" has the meaning specified in Section 8.12(a).

"Purchase Money Lien" means a Lien on property securing Debt incurred by the Borrower or any of its Subsidiaries to provide funds for all or any portion of the cost of acquiring, constructing, altering, expanding, improving or repairing such property or assets used in connection with such property.

"Register" has the meaning specified in Section 8.07(c).

"Required Lenders" means at any time Lenders owed (or holding in the aggregate) at least 66 2/3% of the then-aggregate unpaid principal amount of the Advances; provided, however, that for purposes of this definition neither
(i) the Borrower, nor any of its Affiliates, if a Lender, nor (ii) any Lender who has defaulted on any of its obligations hereunder, shall be included in
(x) the Lenders owed such amount of the Advances or (y) the determination of the aggregate unpaid principal amount of the Advances.

"Reuters Screen LIBO Page" means the display of London interbank offered rates (commonly known as "LIBOR") of major banks for Eurodollar deposits designated as page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as may replace the LIBO page for the purpose of displaying such London interbank offered rates for Eurodollar

deposits).

"Significant Subsidiary" has the meaning specified for a "significant subsidiary" as defined in Rule 405 under the Securities Act of 1933, as amended.

"Solvent" and "Solvency" mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of its liabilities, including, without limitation, contingent liabilities, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature, and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute an unreasonably small capital.

"Standard & Poor's" means Standard & Poor's Rating Services, a division of the McGraw-Hill Companies, Inc.

"Subsidiary" of any Person means any corporation, partnership, joint venture, trust or estate of which (or in which), directly or indirectly, more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership or joint venture, or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person's other Subsidiaries. References to a Subsidiary, unless otherwise specifically stated, or the context otherwise requires, shall be reference to a Subsidiary of the Borrower.

"Takeout Financing Mandate Letter" has the meaning specified in
Section 3.01(c)(ix).

"Taxes" has the meaning specified in Section 2.09(a).

"TCCC" means The Coca-Cola Company, a Delaware corporation, or any successor thereto.

"United States" and "U.S." each means United States of America.

"Voting Stock" means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

"Voting Trust Agreement" means the Voting Trust Agreement for certain shares of Panamerican Beverages, Inc., amended and restated as of April 20, 1993, and as further

amended on July 15, 1993, among the Shareholders parties thereto and the Voting Trustees parties thereto.

"Wholly-Owned Subsidiary" means, with respect to any Person, any Subsidiary of such Person if all of the common stock or other similar equity ownership interests (but not including preferred stock) in such Subsidiary (other than any directors' qualifying shares or shares issued to Persons to comply with local laws) is owned directly or indirectly by such Person.

SECTION 1.02 Certain Defined Terms Relating to Environmental Regulation. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Environmental Action" means any administrative, regulatory or judicial action, suit, demand, demand letter, notice of non-compliance or violation, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law or any Environmental Permit, including without limitation (a) any claim by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any Environmental Law and (b) any claim by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.

"Environmental Law" means any supranational, federal, national, state, provincial, tribal, local or municipal law, rule, regulation, order, writ, judgment, injunction, decree, determination or award of any Governmental Authority within or outside the United States relating to or imposing standards of conduct concerning the environment, health, safety or Hazardous Materials.

"Environmental Permit" means any permit, approval, identification number, license or other authorization required under any Environmental Law.

"Hazardous Materials" means (a) petroleum or petroleum products, natural or synthetic gas, asbestos in any form that is or could become friable, urea formaldehyde foam insulation and radon gas, (b) any substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "contaminants" or "pollutants," or words of similar import, under any Environmental Law, and (c) any other substance, exposure to which is regulated under any Environmental Law.

SECTION 1.03 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" mean "to but excluding."

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01 The Advances.

Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make a single advance (each, and "Advance" and collectively, the "Advances") to the Borrower on any Business Day during the period from the Closing Date until the Commitment Expiration Date in an aggregate amount not to exceed the amount set forth opposite such Lender's name on Annex I hereto under the caption "Commitment" or, if such Lender has entered into one or more Assignments and Acceptances, set forth in the Register maintained by the Administrative Agent pursuant to Section 8.07(c) (such amount being such Lender's "Commitment").

SECTION 2.02 Making the Advances.

(a) The Borrowing of Eurodollar Rate Advances shall be made on notice given by the Borrower to the Administrative Agent not later than 4:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing (the "Notice of Borrowing"). Immediately following receipt of the Notice of Borrowing, the Administrative Agent shall give to each Lender notice thereof by telex or facsimile transmission. The Notice of Borrowing shall be sent by telex or facsimile transmission, confirmed immediately in writing, in substantially the form of Exhibit A hereto, specifying therein (i) the requested date of such Borrowing, (ii) the requested aggregate amount of such Borrowing, (iii) that such Borrowing will consist of Eurodollar Rate Advances (or, in the circumstances set forth in Section 2.09(c) and Section 2.09(d) only, Alternate Base Rate Advances), and (iv) the Interest Period therefor. The Notice of Borrowing shall be irrevocable and binding on the Borrower. The Administrative Agent shall promptly notify each Lender of the applicable interest rate under Section 2.05. Each Lender shall, before 11:00
A.M. (New York City time) on the date of such Borrowing, make available for the account of its Lending Office to the Administrative Agent at the Administrative Agent's Account, in same day funds, such Lender's ratable portion of such Borrowing. After the Administrative Agent's receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Panamco Account or such account as the Borrower may designate, in immediately available funds.

(b) Anything in clause (a) above to the contrary notwithstanding, the Borrower may not (i) request any Borrowing hereunder if the aggregate amount of such Borrowing is less than U.S. $150,000,000 or an integral higher multiple of U.S. $ 1,000,000, or (ii) request Eurodollar Rate Advances for the Borrowing if the obligation of the Lenders to make such Advances shall then be suspended pursuant to Section 2.09.

(c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender's ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with clause (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest

thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at
(i) in the case of the Borrower, the interest rate applicable at such time under Section 2.05 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of the Borrowing for purposes of this Agreement.

(d) The failure of any Lender to make the Advance to be made by it as part of the Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of the Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of the Borrowing.

SECTION 2.03 Scheduled Repayments; Notes.

(a) On the Maturity Date, the Borrower shall repay to the Administrative Agent, for the account of the Lenders, the unpaid outstanding principal amount of the Advances evidenced by the Notes, together with all other Obligations of the Borrower due and payable hereunder, in fully immediately available funds.

(b) The Advance or Advances of each Lender to the Borrower shall be evidenced by a Note payable to the order of such Lender in an amount equal to such Lender's Advance or Advances. Each Lender shall record in its records, and on the schedule attached to its Note, the date and amount of each Advance made by such Lender thereunder, each repayment or prepayment thereof, whether such Advance was a Eurodollar Rate Advance or an Alternate Base Rate Advance, and, in the case of Eurodollar Rate Advances, the dates on which the Interest Period for such Advances shall begin and end. The aggregate unpaid principal amount so recorded shall be rebuttable presumptive evidence of the principal amount owing and unpaid on such Note. The failure to so record or any error in so recording any such amount shall not, however, limit or otherwise affect the obligations of the Borrower hereunder or under any Note to repay the principal amount of each Advance together with all interest accruing thereon.

SECTION 2.04 Prepayments.

(a) Optional. The Borrower may, upon at least five Business Days' notice to the Administrative Agent at any time after 10 days from the Closing Date stating the proposed date and aggregate principal amount of the prepayment, and, if such notice is given, the Borrower shall, prepay the outstanding principal amount of the Advances in whole or ratably in part in the inverse order of maturity, together with accrued interest to the date of such prepayment on the principal amount prepaid, without premium or penalty but subject to breakage costs pursuant to Section 2.11; provided, however, that each partial prepayment shall be in a minimum aggregate principal amount of U.S. $10,000,000 or an integral multiple of U.S. $1,000,000 in excess thereof. Prepayments of Advances will be without premium or penalty; provided that prepayments of Eurodollar Rate Advances not made on the last day of the Interest Period shall be subject to Section 2.11. Any amount prepaid under this Section 2.04(a) may not be reborrowed. All prepayments under this Section 2.04(a) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid.

(b) Mandatory. The Borrower shall prepay, or cause to be prepaid, the outstanding principal amount of the Advances, together with all other Obligations of the Borrower due and payable hereunder, with the proceeds from the Acquisition.

Any prepayment pursuant to this clause (b) shall be made simultaneously with the closing of the Acquisition; provided, that if due to circumstances beyond the Borrower's control relating to the mechanics of the closing of the Acquisition, the Borrower is unable to comply with the time period specified in this clause (b), the Borrower and the Lenders shall use their reasonable best efforts to agree to an extension of such time period (which extension shall not be longer than one Business Day from the Closing of the Acquisition).

All prepayments under this clause (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid.

Unless otherwise agreed by the Required Lenders, any prepayment made pursuant to this clause (b), shall be subject to Section 2.11.

SECTION 2.05 Interest.

(a) Ordinary Interest. (i) The Borrower shall pay interest on the unpaid principal amount of each Eurodollar Rate Advance made to it from the date of such Advance until such principal is paid in full, at a rate per annum equal to the sum of (A) the Eurodollar Rate for such Interest Period for such Advance plus (B) the Applicable Margin, payable in arrears on the last day of such Interest Period, on the date of any payment or prepayment of such principal amount and on the Maturity Date.

(ii) The Borrower shall pay interest on the unpaid principal amount of each Alternate Base Rate Advance made from the date of such Advance until such principal is paid in full, at a rate per annum equal to the sum of (A) the Alternate Base Rate plus (B) the Applicable Margin, payable in arrears on the last Business Day of each month, on the date of any payment or prepayment of such principal amount and on the Maturity Date.

(b) Default Interest. Upon the occurrence and during the continuance of any Event of Default, the Borrower shall pay interest on the unpaid principal amount of each Advance made to it and on the unpaid amount of all interest, fees and other amounts payable hereunder that is not paid when due, payable in arrears on the dates referred to in clause (a) above and on demand, at a rate per annum equal at all times to 2.0% per annum above (x) the rate per annum required to be paid on Eurodollar Rate Advances outstanding at the time pursuant to clause (a) above, in the case of the unpaid principal amount of Eurodollar Rate Advances, and (y) the rate per annum required to be paid on Alternate Base Rate Advances outstanding at the time pursuant to clause (a) above, in the case of the unpaid principal amount of Alternate Base Rate Advances, interest, fees and such other amounts.

SECTION 2.06 Fees. The Borrower agrees to pay to the Administrative Agent, such fees as shall be agreed to in writing between the Borrower and the Administrative Agent.

SECTION 2.07 Increased Costs, Etc.

(a) If, due to either (i) the introduction of or any change in, or in the interpretation of, any law or regulation or (ii) the need to comply with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) adopted or made after the date of this Agreement (except, with respect to both subclauses (i) and (ii), any law, regulation, guideline or request addressed in Section 2.09), there shall be any increase in the cost to any Lender or any Person controlling such Lender of agreeing to make or making, funding or maintaining Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amounts required fully to compensate such Lender for such increased cost or reduced amount; provided, however, that notice in respect of any additional amounts payable hereunder in respect of any Interest Period shall not be effective, and no such additional amounts shall be payable hereunder in respect of such Interest Period, unless such notice is given not later than the 360th day following the Maturity Date. No such additional amounts shall be payable hereunder for increased costs incurred in respect of any period from 90 days after the date on which such Lender becomes actually aware of such increased cost to the date on which such Lender delivers notice of such increased cost, except for additional amounts for increased costs incurred as a result of the retroactive application of any law, rule or regulation. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

(b) If any Lender determines that (i) the introduction of or any change in, or in the interpretation of, any law or regulation or (ii) the need to comply with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) adopted or made after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any Person controlling such Lender and such Lender determines that the amount of such capital is increased as a result of such Lender's Advance made hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's Advance made hereunder; provided, however, that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increase in capital and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. Such Lender shall promptly notify the Administrative Agent and the Borrower in

writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amounts required fully to compensate such Lender for such increased cost or reduced amount; provided, however, that notice in respect of any additional amounts payable hereunder in respect of any Interest Period shall not be effective, and no such additional amounts shall be payable hereunder in respect of such Interest Period, unless such notice is given not later than the 360th day following the Maturity Date. No such additional amounts shall be payable hereunder for increased capital requirements for any period from 90 days after the date on which such Lender becomes actually aware of such increased capital requirements to the date on which such Lender delivers notice of such increased capital requirements, except for additional amounts for increased capital requirements as a result of the retroactive application of any law, rule or regulation. A certificate as to such amounts submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

(c) If, with respect to any Eurodollar Rate Advances, the Lenders who are owed at least 20% of the then-aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forth-with so notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then-existing Interest Period therefor, convert into an Alternate Base Rate Advance and (ii) the obligation of the Lenders to make Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.

(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance of such Lender will automatically, upon such demand, convert, at the end of the current Interest Period therefor (or sooner if required by law), into an Alternate Base Rate Advance and (ii) the obligation of such Lender to make Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would allow such Lender or its Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

SECTION 2.08 Payments and Computations.

(a) The Borrower shall make each payment hereunder and under the Notes not later than 11:00 A.M. (New York City time) on the day when due in U.S. Dollars to the Administrative Agent at the Administrative Agent's Account in same day funds. The

Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable pursuant to Section 2.07(a), 2.07(b), 2.09 or 2.11) to the Lenders for the account of their Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b) If the Administrative Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender's proportionate shares of the principal amount of all outstanding Advances, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender as the Administrative Agent shall direct.

(c) All computations of interest based on the Eurodollar Rate or the Alternate Base Rate shall be made by the Administrative Agent on the basis of a year of 360 days and 365/66 days, respectively, and for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall, in such case, be included in the computation of payment of interest; provided, however, that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

(f) The Borrower shall make all payments hereunder and under the Notes regardless of any defense or counterclaim, including, without limitation, any defense or counterclaim based on any law, rule or policy which is now or hereafter promulgated by any Governmental Authority or regulatory body and which may adversely affect the Borrower's obligation to make, or the right of the holder of any Note to receive, such payments.

SECTION 2.09 Taxes.

(a) Any and all payments to be made by the Borrower hereunder, under the Notes, or under any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, respectively, franchise taxes, taxes, levies, imposts, deductions, charges or withholdings (and all liabilities with respect thereto) imposed on or measured by reference to net income which are imposed on such Lender or the Administrative Agent by (i) the United States of America, (ii) any political subdivision of the United States or (iii) any foreign jurisdiction or political subdivision thereof under the laws of which the Administrative Agent or such Lender is organized, or in which such Lender or the Administrative Agent, respectively, has qualified to do or in fact does business (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender or the Administrative Agent, (x) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (y) the Borrower shall make such deductions and (z) the Borrower shall pay the full amount required to be deducted to the relevant taxing authority or other authority in accordance with applicable law. The Administrative Agent and every Lender shall provide to the Borrower such forms and certifications as are reasonably necessary to avoid or reduce the Borrower's obligation to deduct Taxes from any payment hereunder; provided that neither the Administrative Agent nor any Lender shall be required to furnish any such form or certification to the extent such Person reasonably determines (consistent with its internal policy and legal and regulatory restrictions) that such action would be disadvantageous to such Person.

(b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any excise or property taxes or any other charges or similar levies that arise from any payment made hereunder or under the Notes or any other Loan Documents or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Documents (hereinafter referred to as "Other Taxes").

(c) The Borrower will indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) make written

demand therefor.

(d) Within 30 days after the date of any payment of Taxes by the Borrower, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing payment thereof (or, if a receipt cannot be obtained in the applicable jurisdiction, other appropriate evidence of payment thereof).

(e) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section shall survive the payment in full of principal and interest hereunder and under the Notes.

SECTION 2.10 Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advance owing to it (other than pursuant to Section 2.07(a), 2.07(b), 2.09 or 2.11) in excess of its ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, the purchase from such Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender's ratable share of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

SECTION 2.11 Funding Losses. In the event any Lender shall incur any loss, cost, or expense (including any loss, cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue, or maintain any portion of the principal amount of any Eurodollar Rate Advance), but excluding any loss of any margin above the Eurodollar Rate, as a result of:

(a) any repayment or prepayment of the principal amount of any Eurodollar Rate Advances on a date other than the scheduled last day of the Interest Period applicable thereto;

(b) any Eurodollar Rate Advances not being made in accordance with the request for Eurodollar Rate Advances delivered to the Administrative Agent as set forth in Section 3.01(a); or

(c) any Eurodollar Rate Advances not being continued for the Interest Period specified in accordance with the relevant notice therefor;

then, upon the written notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall, within five days of its receipt thereof, pay directly to such Lender (for its own account) such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss, cost or expense. Such written notice (which shall include all calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower.

SECTION 2.12 Use of Proceeds. The proceeds of the Advances made by the Lenders shall be used to repay in full the principal amount of the U.S.$150,000,000 8 1/8% Notes of the Borrower that mature on April 1, 2003.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.01 Conditions Precedent to the Closing Date and Borrowing

The obligation of each Lender to make its Advance on the occasion of the Borrowing is subject to the effectiveness of this Agreement pursuant to
Section 8.06, to satisfaction of the conditions precedent set forth in this
Section 3.01 below (the date on which such effectiveness and these conditions are satisfied or waived being the "Closing Date"), and to satisfaction of the condition that the Closing Date shall occur on or prior to March 28, 2003. Each document received by the Administrative Agent and described below shall be dated the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified), accompanied by an English translation thereof if not in English.

(a) Notice. The Administrative Agent and the Lenders shall have received from the Borrower a Notice of Borrowing not later than 4:00 P.M. (New York City time) on the third Business Day prior to the proposed date of Borrowing, which request shall be in form and substance satisfactory to the Administrative Agent and the Lenders in all respects.

(b) Deliveries. The Administrative Agent shall have received the following documents (each document received by the Administrative Agent and described below is dated the Closing Date (unless otherwise specified), in form and substance reasonably satisfactory to the Lenders (unless otherwise specified), accompanied by an English translation thereof if not in English):

(i) counterparts of this Agreement executed by the Borrower, the Administrative and the Lenders;

(ii) the duly executed Notes from the Borrower payable to the order of the respective Lenders, in substantially the form of Exhibit B hereto;

(iii) a certificate of the Borrower, in substantially the form of Exhibit C hereto, signed on behalf of the Borrower by a duly authorized officer or agent of the Borrower and its Secretary or any Assistant Secretary, together with certified copies of (i) the resolutions of the Board of Directors of the Borrower approving the Borrower's

execution, delivery, and performance of the Loan Documents and the transactions contemplated thereby, (ii) all documents evidencing other necessary corporate action and consents or approvals of any Governmental Authority, if any, with respect to the Loan Documents and the transactions contemplated thereby, and (iii) the constitutional documents of the Borrower;

(iv) an opinion of Cravath, Swaine & Moore, special New York counsel for the Borrower, in substantially the form of Exhibit D-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request;

(v) an opinion of Arias, Fabrega & Fabrega, local counsel to the Borrower in Panama, in substantially the form of Exhibit D-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request;

(vi) an opinion of White & Case LLP, special New York counsel to the Administrative Agent, in substantially the form of Exhibit D-3 hereto and as to such matters as any Lender through the Administrative Agent may reasonably request;

(vii) a letter, in substantially the form of Exhibit E hereto, confirming the appointment of CT Corporation System as Process Agent for the Borrower;

(viii) a letter agreement between the Borrower and ING Capital LLC with respect to the refinancing of the Advances, in form and substance satisfactory to the parties in all respects, executed by the parties thereto;

(ix) evidence, in form and substance satisfactory to the Administrative Agent in all respects, that the obligations of the Borrower under the U.S.$60,000,000 Amended and Restated Promissory Note issued by the Borrower on October 1, 2002, have been paid in full;

(x) such other certificates, documents and opinions of counsel as any Lender through the Administrative Agent may reasonably request; and

(xi) all accrued fees of the Administrative Agent (including any such fees as shall be agreed to in writing pursuant to Section 2.05(a)) and reimbursements for all reasonable out-of-pocket expenses incurred in accordance with Section 8.04(a)(i).

(c) Due Diligence. The Administrative Agent and the Lenders shall have completed a due diligence investigation of the Borrower and its Subsidiaries with results satisfactory to the Administrative Agent and the Lenders, and shall have been given such access to the management, records, books of account, contracts and properties of the Borrower and its Subsidiaries, and each shall have received such financial, business and other information regarding the Borrower and its Subsidiaries, as the Administrative Agent and the Lenders shall have reasonably requested.

(d) Material Adverse Change. (i) There shall not have occurred any Material Adverse Change in any country in which the Borrower and its Subsidiaries operate, or in the international loan syndication or financial or capital market conditions generally from those in

effect on the date hereof.

(ii) There shall not have occurred any Material Adverse Change in the condition, financial or otherwise, business, operations, performance, properties or prospects of the Borrower or any of its Subsidiaries since December 31, 2002.

(e) Event of Default. No Event of Default or Default shall have occurred and be continuing.

(f) Representations and Warranties. All representations and warranties contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Closing Date (except for any representation or warranty made as of a specific date which shall be true and correct in all material respects only as of such specified date).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01 Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:

(a) The Borrower and each of its Subsidiaries (i) is a corporation duly organized and validly existing (and, in the case of any such Subsidiary incorporated under the laws of one of the States comprising the United States, in good standing) under the laws of its jurisdiction of formation, (ii) is duly qualified as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where failure to so qualify would not have a Material Adverse Effect, and (iii) has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted except where the failure to do so would be reasonably likely not to result in a Material Adverse Effect on the Borrower and its Subsidiaries taken as a whole.

(b) Set forth on Item 4.01(b) of the Disclosure Schedule is a complete and accurate organizational chart for the Borrower and its Subsidiaries showing as of the date hereof (as to each such Subsidiary) (x) the jurisdiction of its incorporation and (y) the percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights as at the date hereof; and the information set forth therein is correct in all material respects. All of the shares of the Borrower and each of its Subsidiaries have been validly issued, fully paid, are non-assessable and are owned by the Borrower or one or more of its Subsidiaries and such stock ownership is shown on the stock registry of the relevant Subsidiary issuing such shares free and clear of all Liens. Except as disclosed in such Item 4.01(b) of the Disclosure Schedule, all the shares of outstanding capital stock of all of such Subsidiaries that the Borrower purports to own as set forth in Item 4.01(b) of the Disclosure Schedule have been validly issued, are fully paid and non-assessable and are owned by the Borrower or one or more of its Subsidiaries free and clear of all Liens.

(c) The execution, delivery and performance by the Borrower of each Loan Document to which it is or is to be a party, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower's constitutional documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, constitute a default under, or cause or permit any mandatory prepayment or acceleration of the maturity of, any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the Borrower, any of its Subsidiaries or any of their properties or assets, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties or assets of the Borrower or any of its Subsidiaries. Neither the Borrower nor any of its Subsidiaries is in violation of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which would be reasonably likely to result in a Material Adverse Effect.

(d) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by the Borrower of any Loan Document to which it is or is to be a party, or for the consummation of the transactions contemplated hereby or thereby, or (ii) the exercise by the Administrative Agent or any Lender of its rights under any Loan Document to which the Borrower is a party or the remedies provided thereunder.

(e) This Agreement has been, and each Loan Document to which the Borrower is or is to be a party when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each other Loan Document to which the Borrower is or is to be a party when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and general principles of equity.

(f) The Borrower and each of its Subsidiaries is in compliance in all material respects with all applicable laws, rules, regulations and orders, except where the failure to so comply would not be reasonably likely to result in a Material Adverse Effect on the Borrower and its Subsidiaries taken as a whole.

(g) The audited Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2002, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied (in the case of such Consolidated financial statements) by an opinion of Deloitte & Touche, independent public accountants, copies of which have been furnished to each Lender, fairly present in all material respects the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP applied on a consistent basis.

(h) Since December 31, 2002, there has been no Material Adverse Change.

(i) All written information (other than projections with respect to the future financial performance of the Borrower and its Subsidiaries) heretofore or contemporaneously herewith furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender for purposes of or in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby is, and all written information (other than projections with respect to the future financial performance of the Borrower and its Subsidiaries) hereafter furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender pursuant hereto or in connection herewith will be, true and accurate in every material respect on the date as of which such information is dated or certified, and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading. All projections with respect to the future financial performance of the Borrower and its Subsidiaries heretofore or contemporaneously furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender have been, and all such projections hereafter furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender will be, prepared in good faith and represent or will represent the Borrower's realistic views as to such performance at the time such projections were prepared.

(j) Except as set forth in Item 4.01(j) of the Disclosure Schedule, there is no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries (and, with respect to unasserted claims, to the knowledge of the Borrower) (including, but not limited to, any Environmental Action) pending or threatened before any court, Governmental Authority or arbitrator that (i) if adversely determined, would be reasonably likely to result in a Material Adverse Effect or (ii) would be reasonably likely to adversely affect the legality, validity or enforceability of this Agreement, the Notes, any other Loan Document, or the consummation of the transactions contemplated hereby or thereby.

(k) (i) Neither the Borrower nor any of its Subsidiaries has taken any action (including any steps to terminate any Compensation Plan), nor made any omission (including any failure to make any required contribution to any Compensation Plan), with respect to any Compensation Plan, in either case which (a) would result in a liability to the Borrower or any Subsidiary in excess of U.S. $1,000,000 (or the equivalent in any other currency), (b) would give rise to a Lien over any of its properties, assets, or revenues, or (c) would be reasonably likely to result in a Material Adverse Effect; and

(ii) the Borrower and each of its Subsidiaries is in compliance in all material respects with the regulatory requirements of applicable law relating to pensions, employee retirement benefits and social security and has made all payments required to be made pursuant thereto. Except as set forth in Item 4.01(k) of the Disclosure Schedule, neither the Borrower nor any of its Subsidiaries sponsors, or is required to contribute to, any Compensation Plan, except such Compensation Plans that do not require funding and that may be terminated by the Borrower or the applicable Subsidiary, as the case may be, without its incurring any liability.

(l) Except as set forth in Item 4.01(1) of the Disclosure Schedule, each of the Borrower and its Subsidiaries has filed all material tax returns and reports required to be filed, and have paid all material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (i) those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP or (ii) where the failure to do so could not reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against the Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect.

(m) (i) Except as set forth in Item 4.01(m) of the Disclosure Schedule, the operations and properties of the Borrower and each of its Subsidiaries comply in all material respects with all Environmental Laws, all materially necessary Environmental Permits have been obtained and are in effect for the operations and properties of the Borrower and its Subsidiaries, the Borrower and its Subsidiaries are in compliance in all material respects with all such Environmental Permits, except where the failure to comply with or obtain such Environmental Permits would not be reasonably likely to result in a Material Adverse Effect and no circumstances exist that could (A) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their properties that would be reasonably likely to result in a Material Adverse Effect or (B) cause any such property to be subject to any material restrictions on ownership, occupancy, use or transferability under any Environmental Law; and

(ii) Hazardous Materials have not been generated, used, treated, handled, stored or disposed of on, or released or transported to or from, any property of the Borrower or any of its Subsidiaries, except in compliance with all Environmental Laws and Environmental Permits, and all other wastes generated at any such properties have been disposed of in compliance with all Environmental Laws and Environmental Permits and except where the failure to comply with Environmental Laws or obtain such Environmental Permits would not be reasonably likely to result in a Material Adverse Effect.

(n) Neither the Borrower nor any of its Subsidiaries is a party to any Existing Debt Agreement, indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter or corporate restriction that materially inhibits the conduct of its business, as currently operated or as planned.

(o) Neither the Borrower nor any of its Subsidiaries is an "investment company" or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company" required to be registered as such within the meaning of the United States Investment Company Act of 1940, as amended. Neither the making of any Advances, nor the application of the proceeds of repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

(p) Set forth in Item 4.01(p) of the Disclosure Schedule is a complete and accurate list of all material Existing Debt, as of February 28, 2003, showing as of such date the outstanding principal amount thereof. No other material Debt has been incurred since such date.

Except as shown in Item 4.01(p) of the Disclosure Schedule, on the date of this Agreement, there is no Debt owing from the Borrower to any of its Subsidiaries. The Obligations of the Borrower under the Loan Documents to which it is a party rank at least pari passu with all other senior, unsecured Debt of the Borrower.

(q) Neither the Borrower nor any of its property or assets has any immunity from jurisdiction of any court or from set-off or any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction of its incorporation.

(r) The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. None of the proceeds of any Advance will be used for the purpose of, or be made available by the Borrower or any of its Subsidiaries in any manner to any other Person to enable or assist such Person in, purchasing or carrying Margin Stock.

(s) The Borrower, individually and on a Consolidated basis with its Subsidiaries, is, and after giving effect to all Advances, will be, Solvent.

(t) The proceeds of the advances made by the Lenders will be used by the Borrower as required pursuant to Section 2.12.

(u) The Board of Directors of the Borrower adopted by resolution a dividend policy whereby an amount equal to between 15% and 25% of the Borrower's Consolidated net income from the previous year will be paid to shareholders each year, in quarterly distributions, as determined by the Board of Directors. Such dividend policy remains in effect as of the date of this Agreement. Pursuant to the Certificate of Designations in effect as of the date of this Agreement for the Series C Preferred Stock of the Borrower, any change in the Borrower's policy with respect to dividends or distributions to shareholders of the Borrower requires the approval of the holder of the two outstanding shares of Series C Preferred Stock. As of the date of this Agreement, the Borrower does not anticipate any change in its dividend policy or in the terms of the Certificate of Designations of the Series C Preferred Stock.

ARTICLE V

COVENANTS OF THE BORROWER

SECTION 5.01 Affirmative Covenants. So long as any Obligations under the Loan Documents shall remain unpaid, the Borrower shall, unless the Required Lenders shall otherwise consent in writing:

(a) Compliance with Laws, Etc. Except when the failure to do so would not be reasonably likely to result in a Material Adverse Effect, comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable laws, rules, regulations and orders.

(b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent,
(i) all taxes,

assessments and governmental charges or levies imposed upon it or upon its property or assets and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained (if required by GAAP), unless and until any Lien resulting therefrom attaches to its property or assets and becomes enforceable against its other creditors.

(c) Compliance with Environmental Laws. Except when the failure to do so would not be reasonably likely to result in a Material Adverse Effect, comply, and cause each of its Subsidiaries and all lessees and other Persons occupying its properties to comply, in all material respects, with all Environmental Laws and Environmental Permits applicable to its operations and properties; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct, and cause each of its Subsidiaries to conduct, any reasonable investigation, study, sampling and testing, and undertake any reasonable cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances.

(d) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Borrower or such Subsidiary operates.

(e) Preservation of Corporate Existence, Etc. Except as permitted under Section 5.02(b), preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises (including, without limitation, any franchise agreement of the Borrower or any Subsidiary with TCCC or any Affiliate thereof, which agreements shall be preserved and maintained in a manner consistent in all material respects with past practice); provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise, nor shall the Borrower be required to maintain the corporate existence of any Subsidiary if the preservation or maintenance thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and the failure to preserve any such right or franchise or maintain the corporate existence of such Subsidiary would not be reasonably likely to result in a Material Adverse Effect on the Borrower and its Subsidiaries taken as a whole.

(f) Visitation Rights. At any time during regular business hours upon prior written notice to and approval of the Borrower (which approval shall not be unreasonably withheld or delayed) permit the Administrative Agent, or any Lender, or any agents or representatives thereof, to examine and make notes with respect to records and books of account of, and visit the properties of, the Borrower and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and any of its Subsidiaries with any of their executive officers or directors and with their independent certified public accountants.

(g) Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Borrower and each such Subsidiary in accordance with GAAP.

(h) Maintenance of Properties, Etc. Except where the failure to do so would not be reasonably likely to result in a Material Adverse Effect, maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties and assets that are material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

(i) Transactions with Affiliates.

(i) Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of its Subsidiaries (x) in the ordinary course of business in accordance with past practices or (y) on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm's-length transaction with a Person not an Affiliate.

(ii) Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of their Affiliates (other than their Subsidiaries) on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm's length transaction with a Person not an Affiliate.

(iii) Prior to the Borrower becoming indebted to any Affiliate of the Borrower, cause such Affiliate to execute a subordination agreement in form and substance satisfactory to the Administrative Agent, subordinating such Debt to be owed to such Affiliate to all Obligations of the Borrower under the Loan Documents, and thereafter deliver to the Administrative Agent a copy thereof certified by a duly authorized officer or agent to be a true and correct copy of the original.

(j) Compliance with Terms of Leaseholds. Except where the failure to do so would not be reasonably likely to result in a Material Adverse Effect, make all payments and otherwise perform in all material respects all obligations in respect of all material leases of real property and cause all of its Subsidiaries to do so, and, to the extent material to the business of the Borrower, keep such leases in full force and effect and not allow such leases to lapse or be terminated or rights to renew such leases to be forfeited or canceled.

(k) Sales of Assets. Cause any assets that are, in the aggregate during the term of this Agreement, material to the Consolidated financial position of the Borrower, to be sold or otherwise transferred by the Borrower or any of its Subsidiaries to be so sold or transferred at a value that shall reasonably approximate their fair market value (it being understood that "material," for purposes of this clause (k) only, shall mean an amount equal to, for all assets during the term of this Agreement, 5.5% of Consolidated Tangible Net Assets (calculated as of the end-date of the last quarter for which Consolidated financial statements have been distributed)).

SECTION 5.02 Negative Covenants. So long as any Obligation under the Loan Documents shall remain unpaid, the Borrower shall not, without the written consent of the Required Lenders:

(a) Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties and assets of any character (including, without limitation, accounts and capital stock) whether now owned or hereafter acquired or assign, or permit any of its Subsidiaries to assign, any accounts or other rights to receive revenues, excluding, however, from the operation of the foregoing restrictions:

(i) Permitted Liens; and

(ii) Liens securing Debt if, after giving pro forma effect to the incurrence of such Debt (and the receipt and application of the proceeds thereof) or the securing of outstanding Debt, the sum of (without duplication) all Debt of the Borrower and its Subsidiaries secured by Liens (other than Permitted Liens), at the time of determination would not exceed 10% of Consolidated Tangible Net Assets.

(b) Mergers, Etc. Merge with or into or consolidate with or into any Person, or permit any of its Subsidiaries to do so, unless: (i) either (a) such merger or consolidation is between any of the Borrower's Subsidiaries and any of the Borrower's other Subsidiaries, (b) the Borrower shall be the continuing Person in the case of a merger or (c) the resulting or surviving Person if other than the Borrower (the "Successor Company") shall expressly assume, by a written agreement, executed and delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, all the obligations of the Borrower under the Loan Documents; (ii) immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of the Successor Company or any Subsidiary of the Borrower or the Successor Company as a result of such transaction as having been incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default would occur or be continuing and the Borrower shall have delivered to the Administrative Agent an officer's certificate to that effect; and (iii) except in the case of any merger or consolidation under subclause (i)(a) above: (A) the Borrower shall have delivered to the Administrative Agent an officer's certificate and an opinion of counsel, each stating that such consolidation or merger and such written agreement comply with the Loan Documents and, if such consolidation or merger results in a Successor Company, that such written agreement constitutes the legal, valid and binding obligation of the Successor Company, enforceable against such entity in accordance with its terms, subject to customary exceptions, and (B) at least two of Standard & Poor's, Moody's or DCR shall have notified the Administrative Agent in writing that the proposed merger or consolidation will not result in a withdrawal or reduction of its credit rating of the Borrower below the lower of the then existing rating thereof.

(c) Change in Nature of Business. Make, or permit any of its Subsidiaries to make, any material change in the nature and conduct of the business of the Borrower and its Subsidiaries taken as a whole as carried on at the date of this Agreement.

(d) Accounting Changes. Make or permit, or permit any of its Subsidiaries

to make or permit, any change in accounting policies or reporting practices, except as required by GAAP or requested by any Governmental Authority (and in each case the Borrower will promptly notify the Administrative Agent and the Lenders of any such change).

(e) Constitutional Documents. Amend, modify or change in any manner any material term or condition of any constitutional document (including, without limitation, the Voting Trust Agreement, any other shareholders agreement or any similar agreement) of the Borrower or any Subsidiary or take any other action in connection with any constitutional document that would reasonably be likely to result in a Material Adverse Effect, except as permitted by Section 5.02(b).

(f) Shareholders' Agreements. Enter into, or permit any of its Subsidiaries to enter into, any shareholders' agreement (or similar agreement or arrangement) with any holder of Voting Stock of the Borrower (other than with TCCC or any Subsidiary thereof or with Venbottling Holdings, Inc. or with the voting trustees under the Voting Trust Agreement).

(g) Change in Control. Suffer, or allow its Subsidiaries to suffer, a Change in Control.

(h) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any of its assets, including (without limitation) any shares of capital stock of Subsidiaries and any manufacturing plant or substantially all assets constituting the business of a division, branch or other unit operation, except

(i) sales of inventory, scrap and by-products in the ordinary course of business;

(ii) sales of equipment and vehicles in the ordinary course of business, provided that the proceeds thereof are promptly reinvested in comparable equipment or vehicles;

(iii) sales of assets (including, but not limited to, shares of capital stock of Subsidiaries) of the Borrower or any of its Subsidiaries, provided that an amount equal to the Net Cash Proceeds thereof is applied in accordance with and to the extent required under Section 2.03(b) hereof, and provided further that at the time of such sale and after giving effect thereto no Event of Default shall have occurred and be continuing; and

(iv) sales of assets to Affiliates permitted under Section 5.01(i).

(i) Debt. Create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist any Debt other than:

(i) in the case of the Borrower,

(A) Debt under the Loan Documents;

(B) the Existing Debt identified in Item 4.01(p) of the

Disclosure Schedule;

(C) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business consistent in all material respects with past practices;

(D) any Debt owed by the Borrower to any Subsidiary incurred in the ordinary course of business consistent in all material respects with past practices; provided that all such Debt owed by the Borrower to any Affiliate of the Borrower shall be subordinated to all Obligations of the Borrower under the Loan Documents pursuant to a subordination agreement in form and substance satisfactory to the Administrative Agent;

(E) any Debt not otherwise permitted hereunder, provided that (I) an amount equal to the Net Issuance Proceeds from the issuance thereof is promptly applied to prepay the Advances, to the extent required under 2.03(b) hereof; and (II) at the time such Debt is incurred and after giving effect thereto (and to the repayment required hereunder) no Event of Default shall have occurred and be continuing;

(F) any replacement, extension or renewal of any Debt permitted by subclause (B), (D) or (E) above;

(ii) in the case of any Subsidiary of the Borrower,

(A) the Existing Debt identified in Item 4.01(p) of the Disclosure Schedule; and

(B) any Debt of any Subsidiary not otherwise permitted hereunder; provided that at the time such Debt is incurred and after giving effect thereto, no Event of Default shall have occurred and be continuing.

For purposes of determining compliance with the foregoing covenant,
(i) in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, the Borrower, in its reasonable discretion, will classify such item of Debt and only be required to include the amount and type of such Debt in one of the above clauses and (ii) an item of Debt may be split between more than one of the applicable types of Debt described above.

SECTION 5.03 Reporting Requirements. So long as any Obligation under the Loan Documents shall remain unpaid, the Borrower shall, unless the Required Lenders shall otherwise consent in writing, furnish to the Lenders:

(a) Default Notice. As soon as possible and in any event within two days after the occurrence of each Default continuing on the date of such statement, a statement of the chief financial officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto.

(b) Quarterly Financials. As soon as available and in any event within 60 days after the end of each quarter of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of the Borrower as having been prepared (with respect to such Consolidated financial statements) in accordance with GAAP, together with a certificate of such officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

(c) Annual Financials. As soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year, and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case (with respect to such Consolidated financial statements) accompanied by an opinion of Arthur Andersen & Co. or other independent public accountants of recognized standing acceptable to the Required Lenders, together with (A) a certificate of such accounting firm to the Lenders stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, and (B) a certificate of the chief financial officer of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

(d) Compensation Plans. As soon as possible and in any event within five days after the Borrower knows or has reason to know of any action (including any steps to terminate any Compensation Plan), or any omission (including any failure to make any required contribution to any Compensation Plan), with respect to any Compensation Plan, in either case the result of which (a) could result in the incurrence by the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of the Borrower with respect to any Compensation Plan, (b) could give rise to a Lien over any of its properties, assets, or revenues, or (c) would be reasonably likely to result in a Material Adverse Effect, notice thereof and copies of all documentation relating thereto.

(e) Material Adverse Change. As soon as possible and in any event within five days after the Borrower knows or has reason to know of any Material Adverse Change, or

any event or circumstance which might result in a Material Adverse Change, notice thereof and copies of all documentation relating thereto.

(f) Litigation. Promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, by or against the Borrower or any of its Subsidiaries or Affiliates of the type described in Section 4.01(j).

(g) Securities Reports. Promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports that the Borrower sends to its stockholders, and copies of all regular, periodic and special reports, and all registration statements, that the Borrower or any of its Subsidiaries files with any securities commission or similar Governmental Authority or with any national securities exchange.

(h) Creditor Reports. Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of the securities of the Borrower or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 5.03.

(i) Environmental Conditions. Promptly after the occurrence thereof, notice of any condition or occurrence on any property of the Borrower or any of its Subsidiaries that results in a material noncompliance by the Borrower or any of its Subsidiaries with any Environmental Law or Environmental Permit or could form the basis of an Environmental Action against the Borrower or any of its Subsidiaries that would be reasonably likely to result in a Material Adverse Effect.

(j) Other Information. Such other information respecting the business, financial condition, operations, performance, properties, assets or prospects of the Borrower or any of its Subsidiaries as any Lender through the Administrative Agent may from time to time reasonably request.

SECTION 5.04 Financial Condition. So long as any Obligation under the Loan Documents shall remain unpaid, the Borrower shall, unless the Required Lenders otherwise consent in writing:

(a) Interest Coverage Ratio. Maintain an Interest Coverage Ratio (calculated as of the last day of each fiscal quarter or year, as reflected in the quarterly or annual financial statements for such fiscal quarter or year, for the twelve-month period ending on the relevant date of determination) of not less than 4.00 to 1.

(b) Debt to EBITDA Ratio. Maintain a ratio of Consolidated Debt to Consolidated EBITDA (calculated as of the last day of each fiscal quarter or year hereinafter indicated, as reflected in the quarterly or annual financial statements for such fiscal quarter or year, for the twelve-month period ending on the relevant date of determination) of not more than (i) 2.80 to 1 through the period ended June 30, 2003 and (ii) 2.25 to 1 thereafter.

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01 Events of Default. If any of the following events ("Events of Default") shall occur and be continuing:

(a) the Borrower shall fail to pay (i) any principal of any Advance, or any interest thereon, when due in accordance with the Loan Documents, or
(ii) in the case of fees or other amounts due in accordance with the Loan Documents, within five (5) days of the due date thereof, or

(b) any representation or warranty made by the Borrower (or any of its officers) under or in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; or

(c) the Borrower shall fail to perform or observe any term, covenant or agreement contained in (i) Section 5.01(e), Section 5.01(k), Section 5.02, 5.03(a) or (e), Section 5.04 or (ii) Section 5.03(b)-(d) or (f)-(j) if such failure shall remain unremedied for five (5) days after the Borrower has knowledge thereof or written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(d) the Borrower shall fail to perform any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 20 days after the Borrower has knowledge thereof or written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(e) (x) the Borrower or any of its Subsidiaries shall fail to pay any principal of, premium or interest on any other amount payable in respect of any Debt that is outstanding in an aggregate principal or notional amount of at least U.S. $20,000,000 (or the equivalent in another currency) in the aggregate (but excluding Debt outstanding hereunder) of the Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or (y) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt, if the effect of such event or condition is to accelerate the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to mature; or (z) any such Debt shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof (other than, in the case of subclauses (y) and (z) above, any such Debt that has become due and payable as a result solely of any sale of assets by the Borrower or its Subsidiaries, provided that such Debt is paid when due from the proceeds of such sale); or

(f) the Borrower or any Significant Subsidiary shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally,

or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Significant Subsidiaries seeking to adjudicate it as a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property and, in respect of an involuntary proceeding instituted against such Person, the same shall remain unstayed or undismissed for 60 days; or the Borrower or any Significant Subsidiary shall take any corporate action to authorize any of the actions set forth above in this clause; or

(g) any judgment or order for the payment of money in excess of U.S. $20,000,000 (or the equivalent in another currency) which is not covered by insurance shall be rendered against the Borrower or any of its Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(h) any non-monetary judgment or order shall be rendered against the Borrower or any of its Subsidiaries that is reasonably likely to result in a Material Adverse Effect, and there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(i) the Borrower shall have taken any action (including any steps to terminate any Compensation Plan), or shall have made any omission (including any failure to make any required contribution to any Compensation Plan), with respect to any Compensation Plan, which in either case would (a) result in a liability to the Borrower in excess of U.S. $1,000,000 (or the equivalent in any other currency), or (b) be reasonably likely to result in a Material Adverse Effect; or

(j) a Change in Control shall occur; or

(k) any Governmental Authority shall condemn, seize, compulsorily purchase or expropriate all or a substantial part of the assets and properties of the Borrower or its Subsidiaries; or

(l) by reason of any material interference by any Governmental Authority, or otherwise, the Loan Documents, in whole or in part, shall become invalid, or shall fail to be in full force and effect in accordance with its terms or the binding effect or enforceability thereof shall be contested by the Borrower;

then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, (i) declare the Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower and (ii) take all

remedies as may be available under the Loan Documents or otherwise; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code or any similar order or adjudication under applicable law that would impose a moratorium on or stay of creditor efforts to collect debts to become effective, the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII

THE ADMINISTRATIVE AGENT

SECTION 7.01 Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement.

SECTION 7.02 Duties and Reliance, Etc.

(a) Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct, or shall have any fiduciary duty to any Lender. Without limitation of the generality of the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 8.07; (ii) may consult with legal, counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; and (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document on the part of the Borrower or to inspect the property (including the books and

records) of the Borrower; and (iv) shall not incur any liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

(b) The Administrative Agent (i) does not make any warranty or representation to any Lender and shall not be responsible to any Lender for the accuracy or completeness of the Confidential Information, warranties or representations made in or in connection with the Loan Documents and (ii) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant hereto.

(c) The Administrative Agent has no duties hereunder or under the other Loan Documents that are not specifically set forth herein or therein.

SECTION 7.03 Administrative Agent and Affiliates. With respect to the Advances made by it and the Note issued to it, the Administrative Agent shall have the same rights and powers under the Loan Documents as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include the Administrative Agent in its individual capacity as Lender. The Administrative Agent and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any of its Subsidiaries, all as if they were not the Administrative Agent, and without any duty to account therefor to the Lenders. Each Lender acknowledges that, pursuant to such activities, the Administrative Agent and its Affiliates may receive information regarding the Borrower and its Affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them.

SECTION 7.04 Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 7.05 Indemnification. Each Lender agrees to indemnify the Administrative Agent (to the extent not promptly reimbursed by the Borrower), ratably according to the principal amount of the Note then held by such Lender, from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that are actually incurred by or asserted or awarded against the Administrative Agent, in each case arising out of or in connection with or in any way relating to the Loan Documents or any action taken or omitted by the Administrative Agent

under the Loan Documents; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for such Lender's ratable share of any costs and expenses payable by the Borrower under Section 8.04, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower.

SECTION 7.06 Successors to Administrative Agent. The Administrative Agent may at any time assign the rights and obligations hereunder to any of its Affiliates, provided that the Administrative Agent, or a Person owning a majority of the capital stock of the Administrative Agent, owns a majority of the capital stock of such Affiliate, or such Affiliate owns a majority of the capital stock of the Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders after consultation with the Borrower shall have the right to appoint a successor Administrative Agent to the Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after such retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then such retiring Administrative Agent may, on behalf of the Lenders after consultation with the Borrower, appoint a successor Administrative Agent to such Administrative Agent, which shall be an Eligible Assignee or commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least U.S. $250,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by such a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of such retiring Administrative Agent, and such retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the Administrative Agent's resignation or removal hereunder as such Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement, the Notes or any other Loan Documents, nor consent to any departure by the Borrower therefor, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (i) change the aggregate unpaid principal amount of the Notes, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or under any other Loan Document; (ii) amend this Section 8.01; (iii) reduce the principal of, or interest on (including, without limitation, the rate of interest), the Notes or any fees or other amounts

payable hereunder; or (iv) postpone the Maturity Date or any date fixed for any payment of principal or interest on the Notes or any fees or other amounts payable hereunder; and provided, however, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any Note.

SECTION 8.02 Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telegraphic, facsimile or telex communication) and faxed, telexed or delivered, if to the Borrower, at its address set forth below its signature on the signature pages hereto; if to any Lender, at its Lending Office specified opposite its name on Annex I hereto or in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Administrative Agent, at its address set forth below its signature on the signature pages hereto; or, as to the Borrower or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, when faxed or telexed, be effective when transmitted by facsimile or confirmed by telex answerback, respectively, except that notices and communications, to the Administrative Agent pursuant to Article II, III or VII shall not be effective until received by the Administrative Agent. All such notices and other communications, if not in English, shall be accompanied by an English translation.

SECTION 8.03 No Waiver, Remedies. No failure on the part of any Lender or the, Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any Note or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8.04 Costs, Expenses and Indemnification.

(a) The Borrower agrees to pay on demand (whether or not the transactions contemplated by this Agreement are consummated) (i) all reasonable costs and expenses of each Agent in connection with the preparation, execution, delivery, administration, syndication, modification and amendment of the Loan Documents, including, without limitation, (A) all reasonable out-of-pocket due diligence, transportation, computer, printing, bank meeting, duplication, appraisal, audit, search, filing and recording fees and expenses and, with the prior approval of the Borrower, insurance and consultant fees, and (B) the reasonable fees and expenses of counsel with respect thereto, with respect to advising them as to their rights and responsibilities, or the perfection, protection or preservation of rights, or interests, under the Loan Documents, with respect to negotiations with the Borrower or with other creditors of the Borrower or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting, claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto and (ii) all costs and expenses of the Agents and the Lenders in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of

counsel for the Administrative Agent and each Lender with respect thereto).

(b) The Borrower agrees to indemnify and hold harmless each Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that are actually incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with (i) the Borrower's use of the proceeds of any Advance, (ii) the actual or alleged presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to the Borrower or any of its Subsidiaries or (iii) the Facility or Loan Documents or any Indemnified Person's role in connection therewith, in each case whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, directors, shareholders or creditors or an Indemnified Party, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct.

(c) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel (including the allocated cost of in-house counsel) and indemnities, such amount may be paid on behalf of the Borrower by the Administrative Agent or any Lender, in its sole discretion, and such amount shall be reimbursed by the Borrower.

SECTION 8.05 Right of Set-off. Upon the occurrence and during the continuance of any payment Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the Obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this
Section 8.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender may have.

SECTION 8.06 Binding Effect. This Agreement shall become effective on the Closing Date provided each of the conditions set forth in Section 3.01 shall have been satisfied on or prior to such date and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of all of the Lenders.

SECTION 8.07 Assignments and Participations.

(a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Advance or Advances owing to it and the Note held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the aggregate amount of the Advance or Advances of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than U.S. $3,000,000 or a higher integral multiple of U.S. $1,000,000,
(iii) unless the assignment is to an existing Lender or an Affiliate of the assigning Lender, the Borrower shall have notified the assigning Lender within five Business Days of the Borrower's receipt of notice of such assignment of the Borrower's approval of such assignment (such approval not to be unreasonably withheld or delayed) and if the Borrower has not notified the assigning Lender of its approval or disapproval of such assignment by such date, the Borrower shall be deemed to have given its approval, (iv) any assignment at any date prior to the date 60 days after the Closing Date shall be made on the last day of an Interest Period, and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (such acceptance not to be withheld if the conditions set forth above in this Section 8.07 are satisfied) and recording in the Register, an Assignment and Acceptance, in substantially the form of Exhibit F hereto (the "Assignment and Acceptance"), together with any Note subject to such assignment and a processing and recordation fee of U.S. $3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document, or any other instrument or document famished pursuant hereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or with respect to the performance or observance by the Borrower or any of its Subsidiaries of any of its obligations under this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement and

each other Loan Document, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee or an Affiliate of the assignor; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and
(vii) such assignee agrees to be bound by the terms of this Agreement.

(c) The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the principal amount of the Advance or Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any Note subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit F hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower (but only if the Borrower has approved the assignment in accordance with Section 8.07(a)), at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note a new Note payable to the order of such Eligible Assignee in an amount equal to the Advance assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a portion of its Advance hereunder, a new Note payable to the order of the assigning Lender in an amount equal to the Advance retained by it hereunder. Such new Note shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note, shall be dated the Closing Date and shall otherwise be in substantially the form of Exhibit A hereto.

(e) Each Lender may sell participations in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Advance or Advances owing to it and the Note held by it) to any Eligible Assignee; provided, however that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights

and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone the Maturity Date or any date fixed for any payment of interest on the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation.

(f) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advance or Advances owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

SECTION 8.08 Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the internal laws of the State of New York.

SECTION 8.09 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 8.10 Confidentiality. Neither the Administrative Agent nor any Lender shall disclose any Confidential Information to any Person without the consent of the Borrower, other than (a) to the Administrative Agent's or such Lender's officers, directors, employees, agents and advisors to the extent necessary and to actual or prospective Eligible Assignees and participants, and then only so long as such Person agrees to keep confidential such information, (b) as required by any, law, rule or regulation or judicial process and (c) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking.

SECTION 8.11 Judgment.

(a) If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under the Notes or any other Loan Documents in U.S. Dollars into another currency (the "Other Currency"), the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase U.S. Dollars in New York City on the Business Day preceding that on which final judgment is given.

(b) The obligation of the Borrower in respect of any sum due in U.S. Dollars from it to any Lender or the Administrative Agent hereunder or under the Note held by such Lender shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that, on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such Other Currency such Lender or

the Administrative Agent (as the case may be) may, in accordance with normal banking procedures, purchase U.S. Dollars with such Other Currency; if the amount of the U.S. Dollars so purchased is less than the sum originally due to such Lender or the Administrative Agent (as the case may be) in U.S. Dollars, the Borrower agrees, as a separate obligation and notwithstanding such judgment, to indemnify such Lender or the Administrative Agent (as the case may be) against such loss, and if the amount of the U.S. Dollars so purchased exceeds the sum originally due to any Lender or the Administrative Agent (as the case may be) in U.S. Dollars, such Lender or the Administrative Agent (as the case may be) agrees to remit to the Borrower such excess.

SECTION 8.12 Consent to Jurisdiction.

(a) Each of the Persons parties hereto hereby irrevocably submits to the jurisdiction of any New York State or Federal court sitting in the borough of Manhattan in New York City and any appellate court from any thereof and to the courts of its own corporate domicile with respect to actions brought against it as a defendant in any action or proceeding arising out of or relating to this Agreement or any other Loan Document to which such Person is or is to become a party, and such Person hereby irrevocably agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or in such Federal court. Each of the Persons parties hereto hereby irrevocably waives, to the fullest extent it may effectively do so, any objection it may now or hereafter have as to the venue of any such action or proceeding brought in any such court or that such court is an inconvenient forum. The Borrower hereby irrevocably appoints CT Corporation System, Inc. (the "Process Agent"), with an office on the date hereof at 111 Eighth Avenue, New York, NY 10011, United States, as its agent to receive on behalf of the Borrower and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to the Borrower in care of the Process Agent at the Process Agent's above address, and the Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Borrower at its address specified in Section 8.02. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Nothing in this Section shall affect the right of any Lender or any Agent to serve legal process in any other manner permitted by law or affect the right of any Lender or any Agent to bring any action or proceeding against the Borrower or its property in the courts of other jurisdictions.

(c) To the extent that the Borrower has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Borrower hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents to which it is or becomes a party.

(d) Any judicial proceeding by the Borrower against any Agent or any Lender involving, directly or indirectly, any matter in any way arising out of, related to, or connected to any Loan Document shall be brought only in court in New York, New York, to the extent that jurisdiction may be effected against such Agent or such Lender in New York, New York.

SECTION 8.13 WAIVER OF JURY TRIAL. THE BORROWER, EACH AGENT AND EACH LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

SECTION 8.14 Limitation on Liability. The Borrower hereby waives, releases and agrees not to sue any Agent or any Lender upon any claim for any special, indirect, consequential or punitive damages suffered by the Borrower in connection with, arising out of, or in any way related to the Loan Documents or the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined by a judgment of a court that is binding on such Agent or such Lender, and is final and not subject to review on appeal, that such damages were the result of acts or omissions on the part of such Agent or such Lender constituting gross negligence or willful misconduct.

SECTION 8.15 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP consistently applied, except as otherwise stated herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

PANAMERICAN BEVERAGES, INC.

By:_______________________________________
Title:
Name Printed:

Torre Dresdner Bank
7th Floor, Calle 50
Panama City, Republic of Panama
Attn: Chief Financial Officer
Facsimile: (507) 223-8308
Telephone: (507) 223-8723

with a copy to:

Panamco L.L.C.
701 Waterford Way
8th Floor
Miami, FL 33126
Attn: General Counsel
Facsimile: (786) 388-8191
Telephone: (305) 929-0800

ING CAPITAL LLC,
as Administrative Agent

By:___________________________________
Title:
Name Printed:

1325 Avenue of the Americas
New York, New York 10019
Attn: Vicente Leon
Facsimile: (646) 424-6284
Telephone: (646) 424-6054

with a copy to:

Tina Wong
Facsimile: (212) 409-7805
Telephone: (212) 409-1934

ING BANK N.V.,
acting through its Curacao Branch, as Lender

By:_______________________________________
Title:
Name Printed:

By:_______________________________________
Title:
Name Printed:

Zeelandia Office Park,
Kaya W.F.G. (Jombi) Mensing 14
Curacao, Netherlands Antilles

with a copy to:

Javier Bernus/Xavier de Uriarte
Bosques de Alisos 45B 4to. Piso,
Bosques de las Lomas
05120, Mexico D.F.
Facsimile: (525) 259-3218
Telephone: (525) 258-2127/2132

and

Tina Wong
Facsimile: (212) 409-7805
Telephone: (212) 409-1934

                         LENDING OFFICES AND ADVANCES OF THE LENDERS
                         -------------------------------------------

         NAME OF BANK                  COMMITMENT              LENDING OFFICE              DESIGNATED AFFILIATE   DESIGNATED BRANCH
         ------------                  ----------              --------------              --------------------   -----------------
ING Bank N.V., acting through its   U.S. $150,000,000    Zeelandia Office Park             None
Curacao Branch                                           Kaya W.F.G. (Jombi) Mensing 14
                                                         Curacao, Netherlands Antilles



Total:                              U.S. $150,000,000                                                                 All Branches

EXHIBIT 10.2

EXECUTION COPY

PROMISSORY NOTE

U.S. $10,000,000 New York, New York February 28, 2003

FOR VALUE RECEIVED as a loan, the undersigned PANAMERICAN BEVERAGES INC., a corporation duly constituted and domiciled in Panama (the "Borrower"), unconditionally promises to pay to the order of BANCO SANTANDER CENTRAL HISPANO (the "Bank"), at its Miami Agency, 1401 Brickell Avenue, Suite 410, the principal sum of TEN MILLION UNITED STATES DOLLARS (U.S. $10,000,000) on the Maturity Date (as defined below).

The Borrower promises to pay interest on the unpaid balance of the Loan (as defined below) from and including the date of such Loan to but excluding the date such Loan is due at a rate per annum for such period equal to the Eurodollar Rate (as defined below) for each Interest Period (as defined below) for such Loan during such period plus the Margin (as defined below), subject to the provisions of Section 3(b) hereof. Accrued interest shall be payable on each Interest Payment Date, provided that interest payable at the Default Rate (as defined below) pursuant to Section 3(b) hereof shall be payable upon demand.

All payments hereunder shall be made in U.S. Dollars and in immediately available funds, without deduction, set-off or counterclaim. The Bank shall maintain on its books records setting forth the amounts of principal, interest and other sums paid or payable by the Borrower from time to time hereunder. In the event of any dispute, action or proceeding relating to this Note, such records shall be conclusive in the absence of manifest error.

1. Certain Definitions. As used herein, the following terms shall have the corresponding meanings.

(a) "Banking Day" means any day on which commercial banks are not authorized or required to close in New York City and Panama City and which is also a day on which dealings in U.S. Dollar deposits are carried out in the London interbank market.

(b) "Closing Date" means the date hereof.

(c) "Commitment" means U.S. $10,000,000.

(d) "Default Rate" means, in respect of any amount not paid when due, a rate per annum during the period commencing on the due date until such amount is paid in full equal to a fixed rate of 2.00% above the rate of interest applicable to principal hereof (including the Margin) at the time of default until the end of the then current Interest Period and, thereafter, a floating rate 2% above the Variable Rate.

(e) "Drawdown Date" means the date the Bank makes a Loan to the Borrower, such date to occur on or prior to February 28, 2003.

(f) "Eurodollar Base Rate" means, with respect to any Interest Period for the Loan,

the rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) quoted by the principal office of the Bank in London at approximately 11:00 a.m. London time (or as soon thereafter as practicable) two Banking Days prior to the date which is the first date of such Interest Period for the offering by the Bank to leading banks in the London interbank market of U.S. Dollar deposits having a term comparable to the Loan and in an amount comparable to the principal amount of the Loan.

(g) "Eurodollar Rate" means the Eurodollar Base Rate divided by 1 minus the Reserve Requirement.

(h)
"Event of Default" shall have the meaning set forth in Section 10 hereof.

"Federal Funds Rate" means, with respect to the Loan when accruing interest at the Variable Rate (i) for the first day of the Loan is to accrue interest at the Variable Rate, the rate per annum at which U.S. Dollar deposits with an overnight maturity and in a comparable principal amount to the Loan are offered by the Bank in the Federal funds market at approximately the time the Loan is to commence accrual of interest at the Variable Rate on such day, and
(ii) for each day thereafter that the Loan is outstanding and accruing interest at the Variable Rate, the rate per annum at which U.S. Dollar deposits with an overnight maturity and in a comparable principle amount to the Loan are offered by the Bank in the Federal funds market at approximately the time the Borrower notifies the Bank pursuant to Section 5(c) hereof of its election to continue the Loan accruing interest at the Variable Rate; provided that if the Borrower fails to notify the Bank pursuant to Section 5(c) of its election to continue or repay the Loan, the rate per annum determined by the Bank to be its cost of funding such Loan for such day; and (b) any other amount hereunder which bears interest at the Variable Rate, the rate per annum at which U.S. Dollar deposits with an overnight maturity and in a comparable amount are offered by the Bank in the Federal funds market at approximately 2:00 p.m. New York City time.

(j) Indebtedness" means, with respect to any Person, any amount payable by such Person pursuant to an agreement or instrument involving or evidencing money borrowed or received, the advance of credit, a conditional sale or a transfer with recourse or with an obligation to repurchase, pursuant to a lease with substantially the same economic effect as any such agreement or instrument, or any such agreement, instrument or arrangement secured by any lien or other encumbrance upon any property owned by such Person, even though such Person has not assumed or become liable for the payment of any money under such agreement, instrument or arrangement, to which such Person is a party as debtor, borrower or guarantor.

(k) "Interest Payment Date" for the Loan means (i) the Maturity Date of the Loan, (ii) the last day of each Interest Period and (iii) the date of any prepayment or repayment of principal of the Loan.

(l) "Interest Period" for the Loan means each period commencing on the Drawdown Date or the last day of the next preceding Interest Period, as the case may be, for such Loan and ending on the numerically corresponding day in the first month thereafter; provided, however, that: (A) any Interest Period which would otherwise end on a day which is not a Banking Day shall be extended to the next succeeding Banking Day unless such Banking Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Banking Day, (B) any Interest Period which begins on the last Banking Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Banking Day of the last calendar month of such Interest Period; and (C) if any Interest Period includes a date on which a payment of principal of the Loan is required to be made but does not end on such date, then (x) the principal amount of the Loan required to be paid on such date shall have an Interest Period ending on such date and (y) the remainder (if any) of the Loan shall have an Interest Period determined as set forth above.

(m) "Loan" shall have the meaning set forth in Section 2.

(n) "Margin" shall mean 1.00% per annum.

(o) "Maturity Date" means May 29, 2003.

(p) "Note" means this Promissory Note.

(q) "Panama" means the Republic of Panama.

(r) "Person" means any corporation, natural person, firm, joint venture, partnership, trust, unincorporated organization or government, or any political subdivision, department or agency of any government.

(s) "Prime Rate" means the rate of interest per annum publicly announced from time to time by the Bank as its prime rate; any change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

(t) "Regulatory Change" means any change after the date hereof in United States federal, state or foreign laws or regulations (including Regulation D (as defined in the definition of Reserve Requirement)) or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks including the Bank of or under any United States federal or state, or any foreign, laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof.

(u) "Reserve Requirement" means, with respect to any Interest Period, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during the Interest Period under Regulation D of the Board of Governors of the Federal Reserve System as amended or supplemented from time to time ("Regulation D") by member banks of the Federal Reserve System in New York City with deposits exceeding one billion U.S. Dollars against "Eurocurrency Liabilities" (as such term is used in Regulation D). Without limiting the effect of the foregoing, the Reserve Requirement

shall reflect any other reserves required to be maintained by such member banks by reason of any Regulatory Change against (i) any category of liabilities which includes deposits by reference to which the Eurodollar Rate is to be determined or (ii) any category of extensions of credit or other assets which includes the Loan evidenced by this Note.

(v) "Subsidiary" means, with respect to the Borrower, at any time, any entity of which more than fifty percent (50%) of the outstanding voting stock or other equity interest entitled ordinarily to vote in the election of the directors or other governing body (however designated) of such entity is at the time beneficially owned or controlled directly or indirectly by the Borrower.

(w) "Syndicated Facility" means the U.S.$130,000,000 Second Amended and Restated Credit Agreement entered into by the Borrower on October 29, 2001, as effective on the date hereof.

(x) "Variable Rate" means, for any day, the higher of (i) Federal Funds Rate for such day plus 1.00% and (ii) the Prime Rate.

2. The Loan.

(a) The Bank agrees, on the terms and conditions of this Note, to make one Loan (the "Loan") to the Borrower on the Drawdown Date in an aggregate principal amount up to but not exceeding the aggregate amount of the Commitment.

(b) The Borrower may borrow the Loan by giving the Bank notice by 12:00 noon, New York City time, at least one Banking Day prior to the date of such borrowing.

(c) Amounts that are prepaid may not be reborrowed.

3. Payments; Prepayments; Fees.

(a) Place and Time of Payment. All payments of principal and interest on this Note and all other amounts payable hereunder shall be sent to the Banco Santander Central Hispano, New York Branch, ABA # 0260-0769, Bridge Loans acct.# 1071440001, Reference Panamerican Beverages Loan, not later than 12:00
p.m. (New York time) on the dates due, or to such other account as the Bank may designate in writing to the Borrower.

(b) Payments to be on Banking Days. Whenever any payment hereunder shall be stated to be due on a day other than a Banking Day, such payment shall be made on the next succeeding Banking Day (unless such next succeeding Banking Day would fall in the succeeding calendar month, in which case such payment shall be made on the next preceding Banking Day), and any such extension or reduction of time shall in such case be reflected in the computation of payment of interest.

(c) Interest on Overdue Principal and Other Amounts. In the event that any principal

hereof, any interest hereon or any other amount payable by the Borrower hereunder is not paid when due (by reason of demand or otherwise) in accordance with the terms of this Note, the Borrower will pay, to the extent permitted by applicable law, interest on such past-due amount from the date such amount becomes due until the date the same is paid in full, at a rate per annum equal to the Default Rate in effect from time to time.

(d) Voluntary Prepayments. The Borrower may, upon five Banking Days' notice to the Bank, prepay this Note on any Banking Day; provided, however, that (x) the minimum amount of any such prepayment shall be $1,000,000.00 and
(y) such prepayment is made together with accrued interest and any break-funding amounts due pursuant to Section 5(b).

4. Interest. All computations of interest hereon shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which interest is payable.

5. Additional Costs, Etc.; Illegality.

(a) If as a result of any Regulatory Change, the Bank determines that the cost to the Bank of making or maintaining the Loan is increased, or any amount received or receivable by the Bank hereunder is reduced, or the Bank is required to make any payment in connection with any transaction contemplated hereby, then the Borrower shall pay to the Bank on demand such additional amount or amounts as the Bank determines will compensate the Bank for such increased cost, reduction or payment.

(b) The Borrower shall pay to the Bank, upon the request of the Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate it for any loss, cost or expense which the Bank determines is attributable to any prepayment of any Loan.

(c) Notwithstanding any other provision in this Note, in the event that it becomes unlawful for the Bank or its lending office to honor its obligation to make or maintain the Loan bearing interest at the Eurodollar Rate, then the Bank shall promptly notify the Borrower thereof and the Bank's obligation to make or maintain the Loan bearing interest at the Eurodollar Rate shall be suspended until such time as the Bank may again make and maintain the Loan bearing such interest rate, and the interest rate on the Loan shall be automatically converted to the Variable Rate on the date specified by the Bank in such notice, unless the Bank shall have received written notice from the Borrower of its decision to prepay the Loan and such notice is received by the Bank prior to 11:30 a.m. on the day of such prepayment.

6. Taxes.

(a) Payments Free and Clear. Any and all payments by the Borrower hereunder shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all interest, penalties or other liabilities with respect thereto, excluding taxes imposed on or measured by the net income or capital of the Bank

by the jurisdiction (or any political subdivision of such jurisdiction) in which the Bank's lending office is located or under which the Bank is organized (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter called "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to the Bank, (x) the Borrower shall forthwith pay to the Bank such additional amount as may be necessary so that after making all required deductions for Taxes (including deductions applicable to additional amounts payable under this Section 6) the Bank receives an amount equal to the sum it would have received had no such deductions been made, (y) the Borrower shall make such deductions and (z) the Borrower shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law.

(b) Payment of Stamp Taxes. In addition, the Borrower shall pay any present or future stamp or documentary taxes or other excise or property taxes, charges or similar levies which arise in any jurisdiction from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise with respect to, this Note (all such taxes, charges or levies being herein called "Other Taxes").

(c) Reimbursement of Taxes Paid by the Bank. The Borrower will reimburse the Bank for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this
Section 6) paid by the Bank or any liabilities (including, without limitation, penalties, interest and expenses other than those attributable to the gross negligence of the Bank) arising therefrom or with respect thereto. Reimbursement under this Section 6(c) for any Taxes, Other Taxes or liabilities shall be made within 30 days from the date the Bank makes written demand therefor.

(d) Tax Certificates. Within 45 days after the date of any payment of Taxes, the Borrower will furnish to the Bank the original or a certified copy of a receipt evidencing payment thereof.

7. Conditions Precedent to the Loan.

In addition to having received a notice of borrowing as set forth in
Section 2(b) hereof, the obligation of the Bank to make the Loan hereunder is subject to the condition precedent that the following conditions shall have been fulfilled to the satisfaction of the Bank and its counsel on or before the Drawdown Date:

(a) Corporate Documents. The Bank shall have received certified copies of the charter and by-laws (or equivalent documents) of the Borrower and of all corporate authority for the Borrower (including, without limitation, board of director resolutions, powers of attorney and evidence of the incumbency of officers) with respect to the execution, delivery and performance of this Note and each other document to be delivered by the Borrower in connection with the Loan.

(b) Opinion of Counsel. The Bank shall have received an opinion dated the

Drawdown Date, from Arias, Fabrega & Fabrega, special Panamanian counsel to the Borrower satisfactory in form and substance to the Bank, and in each case covering such other matters as the Bank may reasonably request.

(c) Process Agent Acceptance. The Bank shall have received an executed letter, in form and substance satisfactory to the Bank, from a process agent, located in New York State and acceptable to the Bank, acknowledging such agent's acceptance of its appointment as agent for service of process with respect to the Borrower.

(d) No Material Adverse Change. There shall not have occurred any event which, in the opinion of the Bank, would involve a material adverse change in the economic or financial condition of the Borrower or in general market conditions.

(e) No Event of Default; Accuracy of Representations and Warranties. On the Drawdown Date, both immediately prior to the making of the Loan and also after giving effect thereto and to the intended use thereof (x) no Event of Default or an event that with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing; and (y) the representations and warranties made by the Borrower in Section 8 hereof shall be true and correct on and as of such Drawdown Date.

(f) Government Approvals. The Bank shall have received certified copies of English language translations of all approvals and consents required by any governmental authority for the incurrence by the Borrower of the Loan.

(g) Other Documents. The Bank shall have received such other documents as the Bank or its counsel may reasonably request.

8. Representations and Warranties. The Borrower represents and warrants to the Bank as follows:

(a) Incorporation and Existence. The Borrower is a company duly organized and validly existing under the laws of Panama and has the power and authority to execute and deliver this Note, to incur the obligations to be incurred by it hereunder and to perform and observe the provisions hereof.

(b) Corporate Power and Authority. The Borrower has taken all necessary action to authorize the execution and delivery of this Note and all other documents to be executed and delivered by it in connection herewith and the performance of its obligations hereunder.

(c) Legally Enforceable Note. This Note has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a

proceeding in equity or at law).

(d) Governmental Authorizations. All governmental authorizations, if any, and actions of any kind necessary for the due execution, delivery and performance of this Note by the Borrower or required for the validity or enforceability against the Borrower of this Note, have been obtained or performed and are valid and subsisting in full force and effect.

(e) Consent and Approvals. No consent or approval of, or notice to, any creditor of the Borrower is required by the terms of any agreement or instrument evidencing any Indebtedness of the Borrower for the execution or delivery of, or the performance of the obligations of the Borrower under, this Note, and such execution, delivery and performance will not result in any breach or violation of, or constitute a default under, the charter or by-laws of the Borrower or any agreement, instrument, judgment, order, statute, rule or regulation applicable to the Borrower or to any of its property.

(f) Pari Passu Status. The payment obligations of the Borrower under this Note rank at least pari passu with all of its other unsecured Indebtedness, whether now existing or hereafter outstanding, except for obligations accorded preference by mandatory provisions of law.

(g) Absence of Litigation. Except as described in the Borrower's public filings with the securities and exchange commission and in the notes to the Borrower's 2001 consolidated financial statements there are no actions, proceedings or claims pending or, to the knowledge of the Borrower, threatened, the adverse determination of which might have a materially adverse effect on the financial condition of the Borrower or impair its ability to perform its obligations under, or affect the validity or enforceability of, this Note.

(h) Withholding. Except for the 6.00% withholding tax imposed by Panama, to be applied on interest payments made to banks incorporated outside of Panama to the extent that the funds obtained from such banks are used in Panama or are used to acquire, lease or otherwise hold assets that generate income within Panama, no withholding in respect of any taxes imposed by or within Panama or any political subdivision or taxing authority thereof or therein is required to be made from any payment by the Borrower under this Note.

(i) Waiver of Sovereign Immunity; Commercial Activity. Neither the Borrower nor its property has any right of immunity on the grounds of sovereignty or otherwise from jurisdiction, attachment (before or after judgment) or execution in respect of any action or proceeding relating in any way to this Note that may be brought in the courts of Panama. The execution, delivery and performance of this Note by the Borrower constitute commercial transactions.

(j) Use of Proceeds. The Borrower is a non-United States resident and the proceeds of the Loan shall be used for general corporate purposes and only to finance the Borrower's operations outside the United States and Panama.

9. Covenants. From the Closing Date, the Borrower covenants as follows:

(a) Lines of Business. The Borrower will at all times continue to engage in the same line of business engaged in by the Borrower on the date hereof and will not engage to any substantial extent in any line or lines of business activity other than such current lines of business.

(b) Limitation on Fundamental Changes. The Borrower will not convey, sell, lease, transfer or otherwise dispose of, in one transaction or in a series of transactions, a material portion of the property necessary or useful in the conduct of its business.

(c) Financial Information. The Borrower shall deliver to the Bank promptly, and in any event within 30 days, following the end of each fiscal quarter of the Borrower such financial statements and other financial information concerning the Borrower as the Bank may reasonably request.

(d) Government Approvals. The Borrower shall maintain and keep in full force and effect all approvals and consents required by any governmental authority for the incurrence of the Loan.

(e) Incorporation by Reference. The Borrower will comply with and be bound by the covenant provisions set forth in Section 5 of the Syndicated Facility. The covenants under Section 5 of the Syndicated Facility, together with the related definitions, as in effect on the date hereof are hereby incorporated herein by reference (mutandis mutandis) for the benefit of the Bank and shall continue for the purposes of this Section 9 regardless of any amendment of, or any consent to any deviation from or other modification of the Syndicated Facility. If there is (x) any repayment in full of the loans, and termination of the commitments, under the Syndicated Facility, or (y) the termination of the Syndicated Facility prior to the Maturity Date, then the Borrower and the Bank shall negotiate in good faith mutually agreeable covenants with which the Borrower shall comply hereunder to replace the covenants set forth in Section 5 of the Syndicated Facility.

10. Events of Default. If any of the following events ("Events of Default") shall occur and be continuing:

(a) The Borrower fails to pay any principal, interest, or other amount hereunder as and when such amount becomes payable (whether at stated maturity or otherwise); or

(b) The Borrower fails to perform or observe any covenant or agreement contained herein to be performed or observed by it or any representation or warranty of the Borrower in this Note or in any other document delivered in connection herewith proves to have been incorrect, incomplete or misleading in any material respect at the time it was made or repeated or deemed to have been made or repeated; or

(c) The Borrower or any material Subsidiary (A) fails to pay any of its Indebtedness in an aggregate amount equal to or exceeding U.S. $20,000,000 (or its equivalent in other currencies) as and when such Indebtedness becomes payable (subject to any applicable grace period) (as used in this clause (e), "Indebtedness" shall not include any Indebtedness of the Borrower or any material Subsidiary owing to any other material Subsidiary or the Borrower) or (B) fails to perform or observe any material covenant or agreement to be performed or observed by it under one or more agreements or instruments evidencing Indebtedness in an aggregate amount equal to or exceeding U.S. $20,000,000 (or its equivalent in other currencies) (subject to any applicable grace period) if, as a result of such failure, any other party to such agreements or instruments is entitled to exercise, and has not irrevocably waived, the right to accelerate the maturity of any amount owing thereunder; or

(d) The Borrower or any material Subsidiary (i) is dissolved, (ii) fails or is unable to pay its debts generally as they become due, (iii) commences a voluntary case in bankruptcy or any other action or proceeding for any other relief under any law affecting creditors' rights that is similar to a bankruptcy law or (iv) consents by answer or otherwise to the commencement against it of an involuntary case in bankruptcy or any other such action or proceeding, or a proceeding is commenced in an involuntary case in bankruptcy in respect of the Borrower or any material Subsidiary or any property of the Borrower or any such material Subsidiary if such proceeding is not dismissed or stayed on or before the thirtieth day after the entry thereof or if any such dismissal or stay ceases to be in effect and such proceeding, in the reasonable opinion of the Bank, materially affects the ability of the Borrower to perform its obligations under this Note; or

(e) Any governmental authorization necessary for the performance of any obligation of the Borrower under this Note fails to become or remain valid and subsisting in full force and effect; or

(f) Any governmental authority or court takes any action that, in the reasonable opinion of the Bank, materially adversely affects the condition of the Borrower or the ability of the Borrower to perform their respective obligations under this Note; or

(g) The aggregate amount of unsatisfied judgments, decrees or orders for the payment of money against the Borrower or any material Subsidiary exceeds U.S. $20,000,000 or the equivalent thereof in any other currency or currencies; or

(h) The Borrower or any material Subsidiary sells or otherwise disposes of all or a substantial part of its assets or ceases to conduct all or a substantial part of its business as now conducted, or merges or consolidates with any other company without the prior written consent of the Bank, unless the entity surviving such merger or consolidation is the Borrower; or

(i) The payment obligations of the Borrower under this Note cease to rank at least pari passu with all of its other unsecured Indebtedness, except for obligations accorded preference by mandatory provisions of law; or

(j) Any event of default under the Syndicated Facility shall have occurred.

THEN, in any such case, if the Bank shall elect by notice to the Borrower, the unpaid principal amount of this Note, together with accrued interest, shall become forthwith due and payable; provided that in the case of an Event of Default under clause (f) above, the unpaid principal amount of this Note, together with accrued interest, shall immediately become due and payable without any notice or other action by the Bank. Notwithstanding any other rights the Bank may have under any applicable law and hereunder, the Borrower agrees that upon the occurrence of an Event of Default, the Bank shall have the right to apply (including by way of setoff) any of the property of the Borrower held by the Bank or any subsidiary or affiliate of the Bank or any third party for the benefit of the Bank or any such subsidiary or affiliate or thereafter coming into the Bank's or any such subsidiary's, affiliate's or third party's possession (including, but not limited to, account balances) to a reduction of the obligations of the Borrower under the Note in such order as the Bank may deem appropriate.

11. Notices. All notices, requests, demands or communications hereunder shall be in writing and shall be given to or made upon the respective parties hereto at the following addresses:

If to the Borrower:                          If to the Bank:
Panamerican Beverages Inc.                   Banco Santander Central Hispano
Torre Dresdner Bank                          1401 Brickell Ave. Suite 410
Floor 7, Calle #50                           Miami, Florida 33131
Panama City 55-0820                          Attn.:   Vice President Corporate
Republic of Panama                           Tel:     (305) 373-2020
Attn.:  Chief Financial Officer              Fax:     (305) 577-3304
Tel:  (507) 223-8723
Fax: (507) 223-8308

12. Miscellaneous.

(a) The Borrower waives presentment, notice of dishonor, protest and any other formality with respect to this Note.

(b) This Note sets forth the entire agreement between the parties hereto regarding the subject matter hereof, supersedes all prior communications and understandings regarding the subject matter hereof and may not be amended, supplemented or altered except in a writing signed by both parties hereto.

(c) The Borrower agrees to reimburse the Bank on demand for all reasonable costs, expenses and charges (including reasonable fees and charges of external and in-house legal counsel for the Bank) in connection with the preparation, negotiation, execution, interpretation,

performance or enforcement of this Note.

(d) This Note shall be binding on the Borrower and its successors and assigns and shall inure to the benefit of the Bank and its successors and assigns, except that the Borrower may not delegate any obligations hereunder without the prior written consent of the Bank. The Bank may at any time assign, pledge or otherwise transfer or sell participations in this Note or any of its rights with respect thereto to any third party, including, but not limited, to any Federal Reserve Bank.

(e) The Bank agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) to use reasonable precautions to keep confidential, in accordance with safe and sound banking practices, any non-public information supplied to it by the Borrower pursuant to this Note which is identified by the Borrower as being confidential at the time the same is delivered to the Bank, provided that nothing herein shall limit the disclosure of any such information (A) to any subsidiaries or affiliates of the Bank, (B) to the extent required by statute, rule, regulation or judicial process, (C) to counsel for the Bank, (D) to bank examiners, auditors or accountants, (E) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Note or the enforcement of rights hereunder, (F) to any actual or prospective assignee or participant, or (G) to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations; provided, further, that in no event shall the Bank be obligated or required to return any materials furnished by the Borrower.

(f) Any suit, action or proceeding against the Borrower with respect to this Note or on any judgment entered by any court in respect thereof may be brought in the Supreme Court of the State of New York, County of New York, or in the United States District Court for the Southern District of New York or in the courts of Panama, as the Bank may elect in its sole discretion, and the Borrower submits to the nonexclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding or judgment. The Borrower hereby waives any objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Note brought in such courts, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The Borrower irrevocably appoints CT Corporation System, which currently maintains a New York City office situated at 111 Eighth Avenue, 13th Floor, New York, New York 10011, U.S.A., as its agent to receive service of process or other legal summons for purposes of any such suit, action or proceeding, and agrees that the failure of such agent to give any notice of any such process or summons to the Borrower shall not impair or affect the validity of such service or of any judgment based thereon. So long as the Borrower has any obligation under this Note, it will maintain a duly appointed agent in New York City for the service of such process or summons.

(g) THE BORROWER HEREBY WAIVES ANY RIGHT THE BORROWER MAY HAVE TO A JURY TRIAL.

(h) This Note shall be governed by and construed in accordance with the law of the State of New York.

(i) To the extent that the Borrower may now or hereafter be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Note, to claim for itself or its revenues or properties any immunity from the jurisdiction of any court or from legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the extent that in any such jurisdiction there may be attributed to the Borrower any such immunity (whether or not claimed), the Borrower hereby irrevocably agrees not to claim, and hereby waives, such immunity in respect of its obligations under this Note.

(j) Each reference in this Note to U.S. Dollars is of the essence. The obligation of the Borrower in respect of any amount due under the Note shall, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in U.S. Dollars that the Bank may, in accordance with normal banking procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange) on the Banking Day immediately following the day on which the Bank receives such payment. If the amount in U.S. Dollars that may be so purchased for any reasons falls short of the amount originally due, the Borrower shall pay such additional amounts, in U.S. Dollars, as may be necessary to compensate for such a shortfall. Any obligation of the Borrower not discharged by such payment shall be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect.

(k) The Borrower acknowledges that the Bank may have and may in the future have investment and commercial banking, trust and other relationships with other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. The Borrower acknowledges that the Bank may perform its functions in connection with such fiduciary or other relationships without regard to its relationship with the Borrower hereunder. The Bank will not use confidential information obtained from Borrower by virtue of the transactions contemplated by this Note or its other relationships with the Borrower in connection with the performance by the Bank of services for other companies, and the Bank will not furnish any such information to other companies. The Borrower also acknowledges that the Bank has no obligation to use in connection with the transactions contemplated by this Note, or to furnish to the Borrower, confidential information obtained from other companies.

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed by its duly authorized officer as of the day and year first above written.

PANAMERICAN BEVERAGES INC.

By:   /s/ Carlos Hernandez-Artigas
   ---------------------------------------
   Name:  Carlos Hernandez-Artigas
   Title: Vice President, General Counsel
          & Secretary

EXHIBIT 10.3

AMENDMENT NO. 1 TO THE TRADEMARK LICENSE AGREEMENT

AMENDMENT NO. 1 Dated as of December 1st, 2002 (this "Amendment"), to the Trademark License Agreement effective as of September 1st, 2002, (as may be further amended, supplemented or modified from time to time, the "License Agreement"), entered by and among Administracion de Marcas Panamco, S.A. de C.V. a corporation organized and existing under the laws of the Republic of Mexico (the "Proprietor"), and The Coca-Cola Export Corporation, Mexico Branch, a Branch legally authorized to operate in the Republic of Mexico (the "Licensee"). Capitalized terms used herein and not defined shall have the meaning assigned to them in the License Agreement.

WITNESSTH:

WHEREAS, pursuant to the License Agreement, the Proprietor has granted to the Licensee a license to use the Trademarks in the Licensed Territory, pursuant to the terms and subject to the conditions set forth therein.

WHEREAS the Proprietor and the Licensee have had discussions pursuant to which it is in the best interest of the Parties to amend certain provisions of the License Agreement as provided herein.

WHEREAS the Proprietor and the Licensee are willing so to amend the License Agreement pursuant to the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments.

a) Section 1 of the License Agreement is hereby stricken in its entirety and is amended to read as follows:

The term of this Agreement (hereinafter the "Term") shall commence on the Effective date of September 1st, 2002, and shall expire on December 31, 2002.

b) Section 3 of the License Agreement is hereby stricken in its entirety and amended to read as follows:

The Proprietor hereby grants to Licensee a non-exclusive license to use the Trademarks in the Licensed Territory in connection with the manufacture and sale of Purified Water. Pursuant to this non-exclusive license, Proprietor grants to Licensee such rights for the total volume of Purified Water distributed in the Licensed Territory from September 1st, 2002 through December 31st, 2002. In consideration of the rights hereby granted, the Licensee will pay to the Proprietor a royalty of U.S. $ 750,000 dollars no later than October 31st, 2002.

c) Section 8 of the License Agreement is hereby stricken in its entirety and amended to read as follows:

The Parties agree that, upon expiration of the Agreement and written notice to Licensee, Proprietor may, at its sole option, apply for cancellation of this Agreement with the IMPI Licensee hereby agrees to execute any required documents that the Proprietor may request in connection with canceling the recordation of this Agreement.

SECTION 2. Conditions to Effectiveness. This Amendment No. 1 shall become effective when each party hereto shall have received executed counterparts that, when taken together, bear the signatures of the Licensee and the Proprietor.

SECTION 3. License Agreement. Except as specifically amended hereby, the License Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the License Agreement shall mean the License Agreement as amended hereby.

SECTION 4. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 5. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be as effective as delivery of a manually executed counterpart of this Amendment.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

ADMINISTRACION DE MARCAS PANAMCO, S.A. DE C.V.
As the Proprietor

By  /s/ Sergio Robleda
   ----------------------------
Name:  SERGIO ROBLEDA
Title: Chief Financial Officer

THE COCA-COLA EXPORT CORPORATION, MEXICO BRANCH
As the Licensee

By  /s/ Eduardo R. Arrocha
   ----------------------------
Name:   EDUARDO R. ARROCHA
Title:  Vice President and Director, Legal

EXHIBIT 10.4

TRADEMARK LICENSE AGREEMENT

THIS AGREEMENT, effective as of the 1st day of January, 2003, is entered into between Panamerican Beverages, SA de CV, a corporation organized and existing under the laws of the Republic of Mexico, with tax residence in Switzerland and an office at Bahnhofstrasse 21,6300 Zug, Switzerland (hereinafter referred to as the "PROPRIETOR") and Panamco Bajio, SA de CV ("Bajio"), a corporation organized and existing under the laws of the Republic of Mexico, with offices at Boulevard Manuel Avila Camacho No. 40, piso 21, Colonia Lomas de Chapultepec, Mexico, D.F., (hereinafter referred to as "LICENSEE"). PROPRIETOR and LICENSEE are referred to herein individually as a "Party" and collectively as the "Parties."

WITNESSETH:

WHEREAS, PROPRIETOR is the Registered Owner of the trademarks in the International Class 32 under the registration numbers 436643 RISCO, 455234 RISCO and DESIGN, 458791 WATER CONTAINER DESIGN, and certain other trademarks set forth in Schedule A attached hereto (hereinafter referred to as the "Trademarks") in the Bajio territory of the Republic of Mexico, as that territory is described in Appendix III of the "CONTRATO DE EMBOTELLADOR" executed by and between THE COCA-COLA COMPANY and LICENSEE on July 1, 1999, (hereinafter referred to as the "LICENSED TERRITORY");

WHEREAS, PROPRIETOR has the right to license the Trademarks to LICENSEE and has not entered into any agreements written or otherwise that would prohibit PROPRIETOR from granting a license to the Trademarks;

WHEREAS, the Parties have arranged and agreed to permit LICENSEE to prepare, package and sell within the LICENSED TERRITORY, a purified water (hereinafter referred to as the "PURIFIED WATER") and a fruit flavored beverage (hereinafter referred to as "FRUIT BEVERAGE") under the Trademarks.

WHEREAS, the Parties have agreed to record this Agreement and any relevant subsequent amendments thereto with the Instituto Mexicano de la Propiedad Industrial (hereinafter referred to as "IMPI");

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, the Parties agree as follows:

1. The term of this Agreement (hereinafter the "Term") shall commence on the Effective date of January 1, 2003 and shall expire on December 31, 2012.

2. PROPRIETOR owns all rights, title and interest to the Trademarks, including all goodwill attached thereto, in and to the Trademarks, and all trademarks rights embodied therein shall at all times be solely vested in PROPRIETOR. LICENSEE has no right, title, interest or claim of ownership in the Trademarks, except for the license expressly granted in this Agreement.

3. PROPRIETOR hereby grants to LICENSEE an exclusive, transferable, sub-licensable right and license to fully use and exploit the Trademarks throughout the LICENSED TERRITORY in connection with the manufacturing, marketing and sale of PURIFIED WATER and FRUIT BEVERAGE.

4. As consideration for the rights hereby granted, LICENSEE will pay to the PROPIETOR an annual royalty computed at the rate of two percent (2%) of the net selling price from the sale of PURIFIED WATER and FRUIT BEVERAGE sold under the Trademarks within the LICENSED TERRITORY. This annual royalty should be paid to PROPRIETOR on December 31 of each year during the Term commencing with the first payment on December 31, 2003.

5. In preparing the PURIFIED WATER and FRUIT BEVERAGE to be sold and distributed by LICENSEE under the Trademarks; LICENSEE shall strictly conform to the formulae, standards, specifications, processes and instructions furnished to LICENSEE by

PROPIETOR. LICENSEE agrees to maintain the same quality standards for using the Trademarks in connection with the PURIFIED WATER and FRUIT BEVERAGE as described above. LICENSEE agrees to only apply such Trademarks to the PURIFIED WATER and FRUIT BEVERAGE as required by PROPRIETOR and permitted by all applicable laws, rules and regulations in order to protect and preserve PROPRIETOR's rights in the Trademarks.

6. LICENSEE agrees that it will not at any time impair, disparage or dilute the strength, validity or enforceability of the Trademarks, or commit any act which may in any way impair the right of PROPRIETOR in and to the Trademarks. LICENSEE agrees that in using the Trademarks, LICENSEE will not represent in any way that LICENSEE has any right, title or interest in and to the Trademarks;

7. LICENSEE shall be able to sublicense the right to use the Trademarks, strictly within the LICENSED TERRITORY, in the understanding that the potential or eventual sublicensees are prohibited to sublicense the Trademarks themselves. Each and every sublicensee that has obtained a license of the Trademarks by LICENSEE shall have the obligation in the same terms and conditions of this Agreement. LICENSEE shall be solely responsible for any responsibility that arises from the use of the Trademarks within the LICENSED TERRITORY. Furthermore, LICENSEE and its sublicensees shall be solely responsible for any illegal use of the Trademarks within the LICENSED TERRITORY.

8. The Parties agree to do all acts or things, including execution of all necessary documents to secure and maintain the Trademarks registration in Mexico. The Parties agree to take all steps to maintain, prove usage, oppose or handle opposition and cancellation proceedings or renew the Trademarks registration, including but not limited to filing appropriate documentation with the IMPI or other government agencies. During the Term, PROPRIETOR agrees to provide LICENSEE with written notification of PROPRIETOR's intent to abandon, forfeit, or cancel the Trademarks registration and will permit LICENSEE the opportunity to maintain or renew such registration at LICENSEE's expense. PROPRIETOR agrees to provide LICENSEE with the necessary specimens, documentation, and information reasonably requested by LICENSEE to pursue and maintain such Trademarks registration;

9. Except as expressly set forth in this Agreement, no other rights to or licenses of the Trademarks are granted by this Agreement;

10. The Parties agree that upon expiration of the Agreement and written notice to LICENSEE, PROPRIETOR may at its sole option, apply for cancellation of this Agreement with the IMPI. LICENSEE hereby agrees to execute any required documents that PROPRIETOR may request in connection with canceling the recordation of this Agreement;

11. The foregoing license shall automatically expire at the conclusion of the Term.

12. This Agreement may be terminated at any time prior to the conclusion of the Term, in whole or in part, by mutual written agreement and consent of the Parties.

13. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Mexico.

IN WITNESS WHEREOF, the Parties hereto have caused this Trademark License Agreement to be executed by their duly authorized representatives.

Panamerican Beverages, SA de CV             Panamco Bajio, SA de CV



By: /s/ Rudolf Viktor Burch                 By: /s/ Sergio Robleda
   -------------------------------             -------------------------------
   Mr. Rudolf Viktor Burch                     Mr. Sergio Robleda


Date: January 1, 2003                       Date: January 1, 2002

EXHIBIT 10.5

TRADEMARK LICENSE AGREEMENT

THIS AGREEMENT, effective as of the 1st day of January, 2003, is entered into between Panamerican Beverages, SA de CV, a corporation organized and existing under the laws of the Republic of Mexico, with tax residence in Switzerland and an office at Bahnhofstrasse 21,6300 Zug, Switzerland (hereinafter referred to as the "PROPRIETOR") and Panamco Golfo, SA de CV ("Golfo"), a corporation organized and existing under the laws of the Republic of Mexico, with offices at Boulevard Manuel Avila Camacho No. 40, piso 21, Colonia Lomas de Chapultepec, Mexico, D.F., (hereinafter referred to as "LICENSEE"). PROPRIETOR and LICENSEE are referred to herein individually as a "Party" and collectively as the "Parties."

WITNESSETH:

WHEREAS, PROPRIETOR is the Registered Owner of the trademarks in the International Class 32 under the registration numbers 436643 RISCO, 455234 RISCO and DESIGN, 458791 WATER CONTAINER DESIGN, and certain other trademarks set forth in Schedule A attached hereto (hereinafter referred to as the "Trademarks") in the Golfo territory of the Republic of Mexico, as that territory is described in Appendix III of the "CONTRATO DE EMBOTELLADOR" executed by and between THE COCA-COLA COMPANY and LICENSEE on July 1, 1999, (hereinafter referred to as the "LICENSED TERRITORY");

WHEREAS, PROPRIETOR has the right to license the Trademarks to LICENSEE and has not entered into any agreements written or otherwise that would prohibit PROPRIETOR from granting a license to the Trademarks;

WHEREAS, the Parties have arranged and agreed to permit LICENSEE to prepare, package and sell within the LICENSED TERRITORY, a purified water (hereinafter referred to as the "PURIFIED WATER") and a fruit flavored beverage (hereinafter referred to as "FRUIT BEVERAGE") under the Trademarks.

WHEREAS, the Parties have agreed to record this Agreement and any relevant subsequent amendments thereto with the Instituto Mexicano de la Propiedad Industrial (hereinafter referred to as "IMPI");

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, the Parties agree as follows:

1. The term of this Agreement (hereinafter the "Term") shall commence on the Effective date of January 1, 2003 and shall expire on December 31, 2012.

2. PROPRIETOR owns all rights, title and interest to the Trademarks, including all goodwill attached thereto, in and to the Trademarks, and all trademarks rights embodied therein shall at all times be solely vested in PROPRIETOR. LICENSEE has no right, title, interest or claim of ownership in the Trademarks, except for the license expressly granted in this Agreement.

3. PROPRIETOR hereby grants to LICENSEE an exclusive, transferable, sub-licensable right and license to fully use and exploit the Trademarks throughout the LICENSED TERRITORY in connection with the manufacturing, marketing and sale of PURIFIED WATER and FRUIT BEVERAGE.

4. As consideration for the rights hereby granted, LICENSEE will pay to the PROPIETOR an annual royalty computed at the rate of two percent (2%) of the net selling price from the sale of PURIFIED WATER and FRUIT BEVERAGE sold under the Trademarks within the LICENSED TERRITORY. This annual royalty should be paid to PROPRIETOR on December 31 of each year during the Term commencing with the first payment on December 31, 2003.

5. In preparing the PURIFIED WATER and FRUIT BEVERAGE to be sold and distributed by LICENSEE under the Trademarks; LICENSEE shall strictly conform to the formulae, standards, specifications, processes and instructions furnished to LICENSEE by

PROPIETOR. LICENSEE agrees to maintain the same quality standards for using the Trademarks in connection with the PURIFIED WATER and FRUIT BEVERAGE as described above. LICENSEE agrees to only apply such Trademarks to the PURIFIED WATER and FRUIT BEVERAGE as required by PROPRIETOR and permitted by all applicable laws, rules and regulations in order to protect and preserve PROPRIETOR's rights in the Trademarks.

6. LICENSEE agrees that it will not at any time impair, disparage or dilute the strength, validity or enforceability of the Trademarks, or commit any act which may in any way impair the right of PROPRIETOR in and to the Trademarks. LICENSEE agrees that in using the Trademarks, LICENSEE will not represent in any way that LICENSEE has any right, title or interest in and to the Trademarks;

7. LICENSEE shall be able to sublicense the right to use the Trademarks, strictly within the LICENSED TERRITORY, in the understanding that the potential or eventual sublicensees are prohibited to sublicense the Trademarks themselves. Each and every sublicensee that has obtained a license of the Trademarks by LICENSEE shall have the obligation in the same terms and conditions of this Agreement. LICENSEE shall be solely responsible for any responsibility that arises from the use of the Trademarks within the LICENSED TERRITORY. Furthermore, LICENSEE and its sublicensees shall be solely responsible for any illegal use of the Trademarks within the LICENSED TERRITORY.

8. The Parties agree to do all acts or things, including execution of all necessary documents to secure and maintain the Trademarks registration in Mexico. The Parties agree to take all steps to maintain, prove usage, oppose or handle opposition and cancellation proceedings or renew the Trademarks registration, including but not limited to filing appropriate documentation with the IMPI or other government agencies. During the Term, PROPRIETOR agrees to provide LICENSEE with written notification of PROPRIETOR's intent to abandon, forfeit, or cancel the Trademarks registration and will permit LICENSEE the opportunity to maintain or renew such registration at LICENSEE's expense. PROPRIETOR agrees to provide LICENSEE with the necessary specimens, documentation, and information reasonably requested by LICENSEE to pursue and maintain such Trademarks registration;

9. Except as expressly set forth in this Agreement, no other rights to or licenses of the Trademarks are granted by this Agreement;

10. The Parties agree that upon expiration of the Agreement and written notice to LICENSEE, PROPRIETOR may at its sole option, apply for cancellation of this Agreement with the IMPI. LICENSEE hereby agrees to execute any required documents that PROPRIETOR may request in connection with canceling the recordation of this Agreement;

11. The foregoing license shall automatically expire at the conclusion of the Term.

12. This Agreement may be terminated at any time prior to the conclusion of the Term, in whole or in part, by mutual written agreement and consent of the Parties.

13. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Mexico.

IN WITNESS WHEREOF, the Parties hereto have caused this Trademark License Agreement to be executed by their duly authorized representatives.

PANAMERICAN BEVERAGES, SA DE CV             PANAMCO GOLFO, SA DE CV



By: /s/ Rudolf Viktor Burch                 By: /s/ Sergio Robleda
   ----------------------------                -------------------------------
   Mr. Rudolf Viktor Burch                     Mr. Sergio Robleda


Date: January 1, 2003                       Date: January 1, 2003
     --------------------                        ---------------------

Exhibit 10.6

TRADEMARK LICENSE AGREEMENT

THIS AGREEMENT, effective as of the 4th day of January, 2003, is entered into between PANAMCO GOLFO, S.A. DE C.V., a corporation organized and existing under the laws of the Republic of Mexico, with offices at Blvd. Manuel Avila Camacho No. 40, Torre Esmeralda Piso 21, Lomas De Chapultepec, C.P.11000 Mexico, D.F. (hereinafter referred to as "GOLFO") and THE COCA-COLA COMPANY, a corporation organized and existing under the laws of the State of Delaware, United States of America, with an office at One Coca Cola Plaza, City of Atlanta, State of Georgia, United States of America, (hereinafter referred to as "LICENSEE"). GOLFO and LICENSEE are referred to herein individually as a "Party" and collectively as the "Parties."

WITNESSETH:

WHEREAS, GOLFO has the exclusive rights over the trademarks in the International Class 32 under the registration numbers 436643 RISCO, 455234 RISCO and DESIGN and 458791 WATER CONTAINER DESIGN, (hereinafter referred to as the "Trademarks") in the Republic of Mexico (hereinafter referred to as the "LICENSED TERRITORY"), said Trademarks are set forth in Schedule A attached hereto;

WHEREAS, GOLFO has the right to license the Trademarks to LICENSEE and has not entered into any agreements written or otherwise that would prohibit GOLFO from granting a license to the Trademarks;

WHEREAS, the Parties have arranged and agreed to permit LICENSEE to prepare, package and sell within the LICENSED TERRITORY, a purified water (hereinafter referred to as the "PURIFIED WATER") under the Trademarks.

WHEREAS, the Parties may enter into future agreements in writing in relation to the PURIFIED WATER, within the scope of this Agreement including, but not limited to, an authorization to the GOLFO to continue preparing, packaging and selling the PURIFIED

WATER in the Republic of Mexico, so long as such future agreements are duly signed by the Parties;

WHEREAS, the Parties have agreed to record this Agreement and any relevant subsequent amendments thereto with the Instituto Mexicano de la Propiedad Industrial (hereinafter referred to as "IMPI");

NOW, THEREFORE, in consideration of the premises and of the mutual promises hereinafter set forth, the Parties agree as follows:

1. The term of this Agreement (hereinafter the "Term") shall commence on the Effective date of January 4, 2003 and shall expire on December 31, 2005.

2. GOLFO has all rights and interest to the Trademarks, including all goodwill attached thereto, in and to the Trademarks, and all trademarks rights embodied therein shall at all times be solely vested in the GOLFO. The LICENSEE has no right, title, interest or claim of ownership in the Trademarks, except for the license expressly granted in this Agreement.

3. GOLFO hereby grants to LICENSEE a non-exclusive license to use the Trademarks in the LICENSED TERRITORY in connection with the manufacture and sale of PURIFIED WATER. In consideration to the rights hereby granted, the LICENSEE promises to enter into an agreement with GOLFO during the first quarter of 2003, whereby GOLFO will be given right to promote the Ciel Brand and be compensated for promoting the Ciel Brand and for executing THIS AGREEMENT.

4. In preparing the PURIFIED WATER to be sold and distributed by LICENSEE under the Trademarks; LICENSEE shall strictly conform to the formulae, standards, specifications, processes and instructions furnished to LICENSEE by the PROPIETOR. LICENSEE agrees to maintain the same quality standards for using the Trademarks in connection with the PURIFIED WATER as described above. LICENSEE agrees to only apply such Trademarks to the PURIFIED WATER as required by the GOLFO and permitted by all

applicable laws, rules and regulations in order to protect and preserve the GOLFO's rights in the Trademarks.

5. LICENSEE agrees that it will not at any time impair, disparage or dilute the strength, validity or enforceability of the Trademarks, or commit any act which may in any way impair the right of GOLFO in and to the Trademarks. LICENSEE agrees that in using the Trademarks, LICENSEE will not represent in any way that LICENSEE has any right, title or interest in and to the Trademarks;

6. The Parties agree to do all acts or things, including execution of all necessary documents to secure and maintain the Trademarks registration in Mexico. The Parties agree to take all steps to maintain, prove usage, oppose or handle opposition and cancellation proceedings or renew the Trademarks registration, including but not limited to filing appropriate documentation with the IMPI or other government agencies. During the Term, GOLFO agrees to provide LICENSEE with written notification of GOLFO's intent to abandon, forfeit, or cancel the Trademarks registration and will permit LICENSEE the opportunity to maintain or renew such registration at LICENSEE's expense. GOLFO agrees to provide LICENSEE with the necessary specimens, documentation, and information reasonably requested by LICENSEE to pursue and maintain such Trademarks registration;

7. Except as expressly set forth in the Agreement, no other rights to or licenses of the Trademarks are granted by the Agreement;

8. The Parties agree that upon expiration of the Agreement and written notice to LICENSEE, GOLFO may at its sole option, apply for cancellation of this Agreement with the IMPI. LICENSEE hereby agrees to execute any required documents that the GOLFO may request in connection with canceling the recordation of this Agreement;

9. The foregoing license is nontransferable and shall automatically expire at the conclusion of the Term.

IN WITNESS WHEREOF, the Parties hereto have caused this Trademark License Agreement to be executed by their duly authorized representatives.

PANAMCO GOLFO, S.A. DE                  THE COCA-COLA COMPANY
C.V.

                                        By:
                                           ----------------------------
By: SERGIO ROBLEDA                     (Title):
    -----------------
(Title): Chief Financial Officer

--------------------------------------------------------------------------------
RISCO             |      |  436643  |  32  | Toda clase de cervezas;    |
                  |      |          |      | aguas minerales y gaseosas |
                  |      |          |      | y otras bebidas no         |
                  |      |          |      | alcoholicas; bebidas y     |
                  |      |          |      | zumos (jugos) de frutas;   |
                  |      |          |      | siropes (jarabes) y otras  |
                  |      |          |      | preparaciones para hacer   |
                  |      |          |      | bebidas.                   |
--------------------------------------------------------------------------------
SIN DENOMINACION  |      |  458791  |  32  | Toda clase de cervezas;    |
(DISENO)          |      |          |      | aguas minerales y gaseosas |
(GARRAFON)        |      |          |      | y otras bebidas no         |
                  |      |          |      | alcoholicas; bebidas y     |
                  |      |          |      | zumos (jugos) de frutas;   |
                  |      |          |      | siropes (jarabes) y otras  |
                  |      |          |      | preparaciones para hacer   |
                  |      |          |      | bebidas.                   |
-------------------------------------------------------------------------------
RISCO             |      |  455234  |  32  | Toda clase de cervezas;    |
                  |      |          |      | aguas minerales y gaseosas |
                  |      |          |      | y otras bebidas no         |
                  |      |          |      | alcoholicas; bebidas y     |
                  |      |          |      | zumos (jugos) de frutas;   |
                  |      |          |      | siropes (jarabes) y otras  |
                  |      |          |      | preparaciones para hacer   |
                  |      |          |      | bebidas.                   |
-------------------------------------------------------------------------------
                  |      |          |      |                            |
                  |      |          |      |                            |
                  |      |          |      |                            |
                  |      |          |      |                            |
                  |      |          |      |                            |
--------------------------------------------------------------------------------
                  |      |          |      |                            |
                  |      |          |      |                            |
                  |      |          |      |                            |
                  |      |          |      |                            |
                  |      |          |      |                            |
--------------------------------------------------------------------------------

Schedule "A"

EXHIBIT 10.7

TRADEMARK LICENSE AGREEMENT

THIS AGREEMENT, effective as of the 4th day of January, 2003, is entered into between PANAMCO BAJIO, S.A. DE C.V., a corporation organized and existing under the laws of the Republic of Mexico, with offices at Blvd. Manuel Avila Camacho No. 40, Torre Esmeralda Piso 21, Lomas De Chapultepec, C.P.11000 Mexico, D.F. (hereinafter referred to as "BAJIO") and THE COCA-COLA COMPANY, a corporation organized and existing under the laws of the State of Delaware, United States of America, with an office at One Coca Cola Plaza, City of Atlanta, State of Georgia, United States of America, (hereinafter referred to as "LICENSEE"). BAJIO and LICENSEE are referred to herein individually as a "Party" and collectively as the "Parties."

WITNESSETH:

WHEREAS, BAJIO has the exclusive rights over the trademarks in the International Class 32 under the registration numbers 436643 RISCO, 455234 RISCO and DESIGN and 458791 WATER CONTAINER DESIGN, (hereinafter referred to as the "Trademarks") in the Republic of Mexico (hereinafter referred to as the "LICENSED TERRITORY"), said Trademarks are set forth in Schedule A attached hereto;

WHEREAS, BAJIO has the right to license the Trademarks to LICENSEE and has not entered into any agreements written or otherwise that would prohibit BAJIO from granting a license to the Trademarks;

WHEREAS, the Parties have arranged and agreed to permit LICENSEE to prepare, package and sell within the LICENSED TERRITORY, a purified water (hereinafter referred to as the "PURIFIED WATER") under the Trademarks.

WHEREAS, the Parties may enter into future agreements in writing in relation to the PURIFIED WATER, within the scope of this Agreement including, but not limited to, an

authorization to the BAJIO to continue preparing, packaging and selling the PURIFIED WATER in the Republic of Mexico, so long as such future agreements are duly signed by the Parties;

WHEREAS, the Parties have agreed to record this Agreement and any relevant subsequent amendments thereto with the Instituto Mexicano de la Propiedad Industrial (hereinafter referred to as "IMPI");

NOW, THEREFORE, in consideration of the premises and of the mutual promises hereinafter set forth, the Parties agree as follows:

1. The term of this Agreement (hereinafter the "Term") shall commence on the Effective date of January 4, 2003 and shall expire on December 31, 2005.

2. BAJIO has all rights and interest to the Trademarks, including all goodwill attached thereto, in and to the Trademarks, and all trademarks rights embodied therein shall at all times be solely vested in the BAJIO. The LICENSEE has no right, title, interest or claim of ownership in the Trademarks, except for the license expressly granted in this Agreement.

3. BAJIO hereby grants to LICENSEE a non-exclusive license to use the Trademarks in the LICENSED TERRITORY in connection with the manufacture and sale of PURIFIED WATER. In consideration to the rights hereby granted, the LICENSEE promises to enter into an agreement with BAJIO during the first quarter of 2003, whereby BAJIO will be given right to promote the Ciel Brand and be compensated for promoting the Ciel Brand and for executing THIS AGREEMENT.

4. In preparing the PURIFIED WATER to be sold and distributed by LICENSEE under the Trademarks; LICENSEE shall strictly conform to the formulae, standards, specifications, processes and instructions furnished to LICENSEE by the PROPIETOR. LICENSEE agrees to maintain the same quality standards for using the Trademarks in connection with the PURIFIED WATER as described above. LICENSEE agrees to only apply such Trademarks to the PURIFIED WATER as required by the BAJIO and permitted by all

applicable laws, rules and regulations in order to protect and preserve the BAJIO's rights in the Trademarks.

5. LICENSEE agrees that it will not at any time impair, disparage or dilute the strength, validity or enforceability of the Trademarks, or commit any act which may in any way impair the right of BAJIO in and to the Trademarks. LICENSEE agrees that in using the Trademarks, LICENSEE will not represent in any way that LICENSEE has any right, title or interest in and to the Trademarks;

6. The Parties agree to do all acts or things, including execution of all necessary documents to secure and maintain the Trademarks registration in Mexico. The Parties agree to take all steps to maintain, prove usage, oppose or handle opposition and cancellation proceedings or renew the Trademarks registration, including but not limited to filing appropriate documentation with the IMPI or other government agencies. During the Term, BAJIO agrees to provide LICENSEE with written notification of BAJIO's intent to abandon, forfeit, or cancel the Trademarks registration and will permit LICENSEE the opportunity to maintain or renew such registration at LICENSEE's expense. BAJIO agrees to provide LICENSEE with the necessary specimens, documentation, and information reasonably requested by LICENSEE to pursue and maintain such Trademarks registration;

7. Except as expressly set forth in the Agreement, no other rights to or licenses of the Trademarks are granted by the Agreement;

8. The Parties agree that upon expiration of the Agreement and written notice to LICENSEE, BAJIO may at its sole option, apply for cancellation of this Agreement with the IMPI. LICENSEE hereby agrees to execute any required documents that the BAJIO may request in connection with canceling the recordation of this Agreement;

9. The foregoing license is nontransferable and shall automatically expire at the conclusion of the Term.

IN WITNESS WHEREOF, the Parties hereto have caused this Trademark License Agreement to be executed by their duly authorized representatives.

PANAMCO BAJIO, S.A. DE                       THE COCA-COLA COMPANY
C.V.

By:/s/ Sergio Robeda                         By:
   ---------------------------------            ------------------------------
   SERGIO ROBLEDA                               Title):
   (Title): Chief Financial Officer

----------------------------------------------------------------------------------------------
RISCO                    436643             32       Toda clase de cervezas; aguas mine-
                                                     rales y gaseosas y otras bebidas no
                                                     alcoholicas; bebidas y zumos (jugos)
                                                     de frutas; siropes (jarabes) y otras
                                                     preparaciones para hacer bebidas.

----------------------------------------------------------------------------------------------
SIN DENOMINACION         458791             32       Toda clase de cervezas; aguas mine-
(DISENO)                                             rales y gaseosas y otras bebidas no
(GARRAFON)                                           alcoholicas; bebidas y zumos (jugos)
                                                     de frutas; siropes (jarabes) y otras
                                                     preparaciones para hacer bebidas.
----------------------------------------------------------------------------------------------
RISCO                    455234             32       Toda clase de cervezas; aguas mine-
                                                     rales y gaseosas y otras bebidas no
                                                     alcoholicas; bebidas y zumos (jugos)
                                                     de frutas; siropes (jarabes) y otras
                                                     preparaciones para hacer bebidas.
----------------------------------------------------------------------------------------------

                                 Schedule "A"

EXHIBIT 10.8

(ENGLISH TRANSLATION)

PROMOTION AND NON-COMPETE AGREEMENT ENTERED INTO BY AND BETWEEN THE COCA-COLA EXPORT CORPORATION, MEXICO BRANCH, HEREBY REPRESENTED BY EDUARDO ARROCHA GIO, ESQ., HEREINAFTER "THE COMPANY" AND PANAMCO BAJIO, S.A. DE C.V., HEREBY REPRESENTED BY SERGIO ROBLEDA, ESQ., HEREINAFTER "THE BOTTLER" PURSUANT TO THE FOLLOWING REPRESENTATIONS AND CLAUSES:

R E P R E S E N T A T I O N S

I.- THE COMPANY represents:

a) That it is a company organized and existing under the laws of the United States of America, authorized to do business as a branch within the Mexican Republic, which main corporate purpose is to prepare beverage concentrates, trading of non-alcoholic beverages and to render services to the beverages industry in the manufacturing and sale of certain beverage concentrates and compounds, which formulas and procedures are owned and the industrial property of The Coca-Cola Company, and used to prepare non-alcoholic beverages. Consequently The Company has acquired valuable experience and information in this field.

b) That it has the corresponding licenses and rights to exploit and operate The Coca-Cola Company business within the Mexican Republic. Also, its Federal Taxpayer Registry with the tax authority is CCE520101 TC7, therefore with no legal impediment to enter into this agreement.

c) That the powers of its legal representative have not been altered or limited in any manner whatsoever; therefore he has no inconvenience to appear for the execution hereunder with such capacity, as evidenced with public deed No. 92,314.

d) That it is interested in developing the "CIEL" trademark, property of The Coca-Cola Company, for which purpose it requires The Bottler's experience, know-how and infrastructure in order for it to attain such purpose by means of this agreement and pursuant to its terms.

II.- THE BOTTLER REPRESENTS:

a) That it is a company organized and existing under the laws of the United Mexican States, which main corporate purpose is the manufacturing, sale and distribution of all kinds of non-alcoholic beverages. That its Federal Taxpayer Registry is No. PBA-950526-4L1.

b) That its representative has all the required powers to enter into this agreement, same which have not been revoked or limited in any manner whatsoever, as evidenced with the public deed No. 71,760, dated March 26, 2002, granted before Carlos de Pablo Serna, Esq., Notary Public No. 137 of Mexico City, Federal District; therefore with no legal impediment to enter into this agreement.

c) That it is well acquainted with retail sellers and has knowledge of the distribution channels of the bottled water market, which business it has developed since several years ago, therefore, it has and maintains very good relationships with the clients of the market. Also, it knows the bottled water technology and all related processes with the purification, bottling and sale of bottled water.

d) That it wishes to enter into this agreement in accordance with its terms and conditions established herein, and to provide The Company with the promotion of the "CIEL" trademark, as it has the experience, knowledge, human resources and facilities to act accordingly.

III.-     BOTH PARTIES REPRESENT:

          That they both acknowledge their capacity hereinabove, and they both
          agree as to the foregoing representations; therefore binding

themselves pursuant to the following:

C L A U S E S

FIRST.- From the date hereof, and any collaterals that may be signed or that have been signed, The Bottler expressly agrees to promote the preparation, sale, distribution, and in general the trading of the CIEL trademark therefore, binding itself to the following:

a) The manufacturing, in mutual agreement with The Company, of the marketing plans necessary for the trading and constant increase of the demand of the CIEL trademark. On the one hand, The Company will participate in the direct costs of the approved marketing plan, with an amount equal to the amount distributed by The Bottler.

b) To realize any investments that mutually agreed are established by The Company and The Bottler for the continuous growth of the demand of the "CIEL" trademark, such that will cover publicity, marketing, distribution equipment, production machinery, development of new packages and development of new channels, in the mindset that by the year 2003, the minimum investment in charge by The Bottler for these concepts will be $6,950,000 (Six Million Nine Hundred Fifty Thousand Dollars legal tender of the United States of America).

SECOND.- For a ten year term from the date hereof neither The Bottler, nor any of its subsidiaries, affiliates or other related business, shall compete with any of The Company or its subsidiaries or related businesses relating to the manufacturing, treatment, sale and distribution of bottled water within the Mexican Republic without the prior written consent of The Company. In addition, The Bottler undertakes not to disclose any information with regard to or derived from the "RISCO" trademark, or of any other water trademark with which it has registered, produces or has been producing products before the date hereof.

THIRD.- The Bottler, by virtue of the present agreement, binds itself for a ten-year term from the date hereof:

a) Not to use its experience, know-how or relationships as mentioned in representation II-c) above, either to directly or indirectly, by means of an individual or a company, within the Mexican Republic, in the development of the "RISCO" trademark or any other trademark, unless previously duly authorized by the Company.

b) Not to act as an advisor or counselor, nor participate in any manner whatsoever directly or indirectly, in the management and operation of another individual or company that engages in any manner in the bottling water business.

c) Not to realize investments directly or indirectly in any company that engages in any manner in the bottling water business.

d) Not to disclose, communicate or use any confidential information or industrial secrets relating to the "RISCO" and "CIEL" trademarks, or their production process, trading, distribution, know-how, clients or any other technical information that may benefit any individual or company, including, but not limited to its subsidiaries or affiliates.

FOURTH.- From the date hereof and during the duration of this agreement, The Bottler agrees not to employ, engage, or retain any person or company, either directly or indirectly, which is or was an employee of The Company, supplier or client of The Bottler who is related to the bottled water market.

FIFTH.- The Company agrees to pay The Bottler as compensation for its obligations hereunder the amount of US$29,328,000 (Twenty-Nine Million Three Hundred Twenty-Eight Thousand Dollars, legal tender of the United States of America), no later than the next business day following the date of the signature of this agreement. The Company agrees to make such payment to the account indicated by The Bottler.

SIXTH.- The Bottler expressly acknowledges that the provisions hereunder, as well as the term, territory, applicability, and any of the prohibitions and restrictions hereunder are necessary and reasonable for the protection of The Company. In addition, The Bottler acknowledges the value of the compensation that The Company is to pay The Bottler is fair and previously and freely agreed to by the parties. Consequently, The Bottler has carefully considered the nature and scope of the restrictions hereunder, as well as the rights vested upon The Company, which rights it acknowledges and accepts as reasonable in their terms.

SEVENTH.- The Bottler agrees that any noncompliance or breach to the terms hereunder shall damage The Company without remedy. Consequently, the Company may request from a Judge the mandatory compliance of this agreement and the remedy of any and all damages caused by such noncompliance or breach, without need of a guarantee by The Company.

In the case of noncompliance on the part of The Company, The Bottler may request mandatory compliance with the agreement independently of the damages caused.

EIGHTH.- All communications must be in writing and shall be given to the parties at their respective addresses, with return receipt required to the following respective addresses:

The Company: Ruben Dario 115, Col. Bosque de Chapultepec, Delegacion Miguel Hidalgo, Mexico, D.F.

The Bottler: Blvd. Manuel Avila Camacho No. 40, piso 21, Col. Lomas de Chapultepec, Delegacion Miguel Hidalgo, 11000 Mexico, D.F.

NINTH.- Should any provision in this agreement be invalid or unenforceable, the remaining provisions, and any other provision that is partially enforceable in any jurisdiction shall remain in full force and effect.

TENTH.- The parties agree that all rights established herein may not be assigned by The Bottler without the express written consent of The Company.

ELEVENTH.- For the construction, compliance and execution hereunder the parties submit themselves to the laws and competent courts of Mexico City, Federal District, waiving from now any other jurisdiction that may correspond to them because of their present or future domiciles.

The parties represent that their will has been freely expressed and there has been no vice or wrong, mistake, bad faith, or otherwise in their consent nor any other vice of will, therefore they agree with its execution in Mexico City, Federal District on March 11, 2003.

THE COMPANY

By: /s/ Eduardo R. Arrocha
Name:  Eduardo R. Arrocha, Esq.
Title:    Vice President and Legal Director

THE BOTTLER:

By: /s/ Sergio Robleda
Name:  Sergio Robleda, Esq.
Title:Vice President Finance

[ORIGINAL IN SPANISH]

CONTRATO DE PROMOCION Y NO COMPETENCIA QUE CELEBRAN POR UNA PARTE THE COCA-COLA EXPORT CORPORATION, SUCURSAL MEXICO, REPRESENTADA EN ESTE ACTO POR EL LICENCIADO EDUARDO ARROCHA GIO, EN LO SUCESIVO IDENTIFICADA COMO LA COMPANIA Y POR LA OTRA PANAMCO GOLFO, S.A. DE C.V., REPRESENTADA EN ESTE ACTO POR EL LICIENCIADO SERGIO ROBLEDA, EN LO SUCESIVO IDENTIFICADA COMO EL EMBOTELLADOR, MISMO QUE CELEBRAN AL TENOR DE LAS SIGUIENTES DECLARACIONES Y CLAUSULAS:

"D E C L A R A C I O N E S"

I.- Declara "LA COMPANIA":

a) Que es una empresa constituida de conformidad con las leyes de los Estados Unidos de Norteamerica y autorizada para operar como sucursal en la Republica Mexicana, cuyo principal objeto social, es la elaboracion de concentrados, comercializacion de bebidas no alcoholicas, asi como la prestacion de servicios a la industria de bebidas, en relacion a la fabricacion y venta de ciertos concentrados y bases para bebidas, cuyas formulas y procedimientos son secretos industriales de The Coca-Cola Company, a partir de los cuales se preparan bebidas sin alcohol, por lo que ha desarrollado una experiencia e informacion valiosa en esa actividad.

b) Que cuenta con los derechos para explotar y operar las marcas de The Coca-Cola Company, dentro de la Republica Mexicana. Asimismo que su Registro Federal de Contribuyentes ante las autoridades hacendarias es CCE520101 TC7, por lo que no tiene impedimento alguno para la celebracion del presente contrato.

c) Que las facultades con que cuenta su representante legal, no le han sido modificadas ni en forma alguna limitadas por lo que no tiene inconveniente alguno en comparecer a la firma del presente contrato con la representacion que ostenta, tal como lo acredita con la copia de la Escritura Publica No. 92,314.

d) Que es su interes desarrollar la marca CIEL, propiedad de The Coca-Cola Company, para lo cual requiere la experiencia, conocimientos e infraestructura con que cuenta EL EMBOTELLADOR, para la realizacion de dichos fines, por lo cual esta dispuesto a celebrar el presente contrato, en los terminos que en el mismo se estipulan.

II.- Declara "EL EMBOTELLADOR":

a) Que es una sociedad anonima, constituida conforme a las leyes de los Estados Unidos Mexicanos, cuyo principal objeto social, es la elaboracion, venta y distribucion de toda clase de bebidas no alcoholicas. Que su Registro Federal de Causantes es el No. PGO-950526-G94.

b) Que su representante, cuenta con las facultades necesarias para la celebracion del presente contrato, mismas que no le han sido revocadas ni en forma alguna limitadas, tal como lo acredita con la copia de la escritura publica No. 71,759, de fecha 26 de marzo de 2002, pasada ante la fe del Lic. Carlos de Pablo Serna, Notario Publico No. 137 del Distrito Federal, por lo que no tiene inconveniente alguno en la celebracion del presente contrato.

c) Que conoce perfectamente bien la red de detallistas asi como los canales de distribucion del mercado de agua embotellada, ya que lo ha desarrollado durante varios anos, por lo que tiene y mantiene magnificas relaciones con los clientes de dicho mercado. Asi mismo conoce la tecnologia y todos los procesos relacionados con la purificacion, embotellado y comercializacion de agua embotellada.

d) Que desea celebrar el presente contrato en los terminos y condiciones que en el mismo se estipulan, ya que cuenta con la experiencia, conocimientos e infraestructura material y humana, para la realizacion de la promocion de la marca CIEL que LA COMPANIA le encomienda a traves del presente contrato.

III.- Declaran ambas partes:

Que se reconocen mutuamente la personalidad con que se ostentan, asi como que estan de acuerdo en las declaraciones vertidas con anterioridad, por lo que no tienen inconveniente alguno en obligarse al tenor de las siguientes:

"C L A U S U L A S"

PRIMERA.- A partir de la fecha de suscripcion del presente contrato, y los colaterales que pudiesen firmarse o haberse firmado, EL EMBOTELLADOR expresamente acuerda promover la elaboracion, venta, distribucion y en general la comercializacion de la Marca denominada CIEL, para lo cual se obliga a lo siguiente:

a) A la elaboracion, de comun acuerdo con LA COMPANIA, de los planes de mercado necesarios para la comercializacion e incremento constante de la demanda de la marca CIEL. Por su parte LA COMPANIA participara en los gastos directos de mercado del plan aprobado, con una cantidad igual a la erogada por EL EMBOTELLADOR.

b) A realizar las inversiones que de comun acuerdo establezcan LA COMPANIA y el Embotellador para el continuo crecimiento de la demanda de la marca CIEL, mismas que abarcaran publicidad, mercadeo, equipo de distribucion, maquinaria de produccion, desarrollo de nuevos empaques y desarrollo de nuevos canales, en la inteligencia de que para el ano 2003, la inversion minima a cargo de EL EMBOTELLADOR por estos conceptos sera de $4,450,000 (Cuatro Millones Cuatrocientos Cincuenta Mil dolares Moneda del curso legal de los Estados Unidos de Norteamerica).

SEGUNDA.- EL EMBOTELLADOR o sus subsidiarias, filiales o cualesquiera otra empresa relacionada, se obliga por el termino de diez anos contados a partir de la fecha de firma del presente documento dentro del territorio de la Republica Mexicana, a no competir con los negocios de LA COMPANIA o sus subsidiarias, relacionadas con la elaboracion, tratamiento, venta y distribucion de aguas embotelladas sin la autorizacion previa y otorgada por escrito de LA COMPANIA; asi mismo, acepta no revelar ningun tipo de informacion relacionada con o derivada de la marca RISCO o cualesquier otra marca de agua que EL EMBOTELLADOR tenga registrada, produzca o hubiere producido con anterioridad a la fecha de celebracion del presente contrato.

TERCERA.- EL EMBOTELLADOR, por virtud del presente contrato, se obliga por el termino de diez anos contados a partir de la firma del mismo:

a) A no utilizar su experiencia, conocimiento y relaciones mencionadas en la declaracion II-c), ya sea directa o indirectamente a traves de persona fisica o moral alguna dentro del territorio que comprende la Republica Mexicana, para el desarrollo de la marca RISCO o cualquier otra que no le sea previa y debidamente autorizada por LA COMPANIA.

b) A no actuar como asesor o consejero, o participar de manera alguna de forma directa o indirecta, en el manejo y operacion de otra persona fisica o moral que se dedique en cualquier forma al negocio de agua embotellada.

c) A no realizar inversiones de forma directa o indirecta en ninguna persona moral que participe en cualquier forma en el negocio de agua embotellada.

d) No divulgar, comunicar o usar en beneficio de persona fisica o moral alguna, incluyendo pero no limitado a sus subsidiarias, afiliadas o filiales cualquier informacion confidencial o secretos industriales relacionados con las marcas RISCO y CIEL o su proceso de produccion, comercializacion, distribucion, know-how, lista de clientes o cualquier otra informacion tecnica.

CUARTA.- EL EMBOTELLADOR, a partir de la fecha de la firma del presente contrato y durante la vigencia del mismo, se obliga a no emplear, contratar, directa o indirectamente, a ninguna persona fisica o moral que, en cualquier tiempo durante la vigencia del presente contrato, sea o haya sido empleado de LA COMPANIA, proveedor o cliente de la misma y que este relacionado con el mercado de agua embotellada.

QUINTA.- LA COMPANIA se obliga a pagar como contraprestacion por las obligaciones asumidas por EL EMBOTELLADOR, la cantidad de $27,072,000 (Ventisiete Millones Setenta y Dos Mil dolares Moneda del curso legal de los Estados Unidos de Norteamerica), a mas tardar el dia habil siguiente a la fecha de firma del presente contrato. LA COMPANIA se obliga a realizar dicho pago en la cuenta que EL EMBOTELLADOR que este le indique.

SEXTA.- EL EMBOTELLADOR, expresamente reconoce que lo previsto en el presente contrato, asi como el plazo, el territorio, el ambito de aplicacion, las prohibiciones y restricciones convenidas, son necesarias y razonables para la proteccion de LA COMPANIA. Asi mismo, reconoce que el valor de la contraprestacion que LA COMPANIA pagara a este, es una cantidad justa y previamente acordada libremente por las partes. EL EMBOTELLADOR ha considerado la naturaleza y alcance de las restricciones convenidas en el presente contrato, asi como los derechos conferidos a LA COMPANIA, mismos que reconoce y acepta por ser razonables en sus terminos.

SEPTIMA.- EL EMBOTELLADOR acepta que cualquier incumplimiento o violacion a las estipulaciones contenidas en el presente contrato, danaria de manera irreparable a LA COMPANIA. Por consiguiente, LA COMPANIA podra demandar ante el Juez competente el cumplimento forzoso del presente contrato, asi como el pago de los danos y perjuicios que con motivo del incumplimiento se le causen, sin la necesidad por parte de LA COMPANIA de otorgar garantia alguna.

En caso de incumplimiento por parte de LA COMPANIA, EL EMBOTELLADOR podra a su vez, demandar el cumplimiento forzoso del presente contrato, independientemente de los danos y perjuicios que se le causen.

OCTAVA.- Las comunicaciones entre las partes deberan hacerse por escrito y ser entregadas en sus respectivos domicilios mediante el acuse de recibo correspondiente para lo cual senalan los siguientes:

LA COMPANIA: Ruben Dario 115, Col. Bosque de Chapultepec, Delegacion Miguel Hidalgo, en Mexico D.F.

EL EMBOTELLADOR: Blvd. Manuel Avila Camacho N(degree)40, piso 21, Col. Lomas de Chapultepec, Delegacion Miguel Hidalgo, 11000 Mexico, D.F.

NOVENA.- Si cualquier disposicion de este contrato es declarada nula o ineficaz, las demas disposiciones permaneceran vigentes y con todo su valor y fuerza legal.

DECIMA.- Las partes acuerdan que los derechos aqui establecidos no podran ser cedidos por EL EMBOTELLADOR sin el consentimiento expreso y otorgado por escrito por LA COMPANIA.

DECIMO PRIMERA.- Para la interpretacion, cumplimiento y ejecucion del presente Contrato las partes se someten a las Leyes y Tribunales competentes de la ciudad de Mexico, Distrito Federal, renunciando a cualquier otro fuero que pudiera corresponderles por razon de sus domicilios actuales o futuros.

Las partes manifiestan que su voluntad ha sido libremente expresada y que su consentimiento no se encuentra viciado por dolo, error, mala fe o cualquier otro vicio de voluntad, por lo que firman el presente Contrato en dos ejemplares originales de un mismo tenor y un solo efecto, en la ciudad de Mexico, Distrito Federal el dia 11 del mes de marzo de 2003.

LA COMPANIA

Por: /s/ Eduardo R. Arrocha
     -------------------------------
Nombre: Lic. Eduardo R. Arrocha
Titulo: Vicepresidente y Director Legal

EL EMBOTELLADOR:

Por: /s/ Sergio Robleda
     -------------------------------
Nombre: Lic. Sergio Robleda
Titulo: Vicepresidente de Finanzas

EXHIBIT 10.9

(ENGLISH TRANSLATION)

PROMOTION AND NON-COMPETE AGREEMENT ENTERED INTO BY AND BETWEEN THE COCA-COLA EXPORT CORPORATION, MEXICO BRANCH, HEREBY REPRESENTED BY EDUARDO ARROCHA GIO, ESQ., HEREINAFTER "THE COMPANY" AND PANAMCO GOLFO, S.A. DE C.V., HEREBY REPRESENTED BY SERGIO ROBLEDA, ESQ., HEREINAFTER "THE BOTTLER" PURSUANT TO THE FOLLOWING REPRESENTATIONS AND CLAUSES:

R E P R E S E N T A T I O N S

I.- THE COMPANY represents:

a) That it is a company organized and existing under the laws of the United States of America, authorized to do business as a branch within the Mexican Republic, which main corporate purpose is to prepare beverage concentrates, trading of non-alcoholic beverages and to render services to the beverages industry in the manufacturing and sale of certain beverage concentrates and compounds, which formulas and procedures are owned and the industrial property of The Coca-Cola Company, and used to prepare non-alcoholic beverages. Consequently The Company has acquired valuable experience and information in this field.

b) That it has the corresponding licenses and rights to exploit and operate The Coca-Cola Company business within the Mexican Republic. Also, its Federal Taxpayer Registry with the tax authority is CCE520101 TC7, therefore with no legal impediment to enter into this agreement.

c) That the powers of its legal representative have not been altered or limited in any manner whatsoever; therefore he has no inconvenience to appear for the execution hereunder with such capacity, as evidenced with public deed No. 92,314.

d) That it is interested in developing the "CIEL" trademark, property of The Coca-Cola Company, for which purpose it requires The Bottler's experience, know-how and infrastructure in order for it to attain such purpose by means of this agreement and pursuant to its terms.

II.- THE BOTTLER REPRESENTS:

a) That it is a company organized and existing under the laws of the United Mexican States, which main corporate purpose is the manufacturing, sale and distribution of all kinds of non-alcoholic beverages. That its Federal Taxpayer Registry is No. PGO-950526-G94.

b) That its representative has all the required powers to enter into this agreement, same which have not been revoked or limited in any manner whatsoever, as evidenced with the public deed No. 71,759, dated March 26, 2002, granted before Carlos de Pablo Serna, Esq., Notary Public No. 137 of Mexico City, Federal District; therefore with no legal impediment to enter into this agreement.

c) That it is well acquainted with retail sellers and has knowledge of the distribution channels of the bottled water market, which business it has developed since several years ago, therefore, it has and maintains very good relationships with the clients of the market. Also, it knows the bottled water technology and all related processes with the purification, bottling and sale of bottled water.

d) That it wishes to enter into this agreement in accordance with its terms and conditions established herein, and to provide The Company with the promotion of the "CIEL" trademark, as it has the experience, knowledge, human resources and facilities to act accordingly.

III.-     BOTH PARTIES REPRESENT:

          That they both acknowledge their capacity hereinabove, and they both
          agree as to the foregoing representations; therefore binding

themselves pursuant to the following:

C L A U S E S

FIRST.- From the date hereof, and any collaterals that may be signed or that have been signed, The Bottler expressly agrees to promote the preparation, sale, distribution, and in general the trading of the CIEL trademark therefore, binding itself to the following:

a) The manufacturing, in mutual agreement with The Company, of the marketing plans necessary for the trading and constant increase of the demand of the CIEL trademark. On the one hand, The Company will participate in the direct costs of the approved marketing plan, with an amount equal to the amount distributed by The Bottler.

b) To realize any investments that mutually agreed are established by The Company and The Bottler for the continuous growth of the demand of the "CIEL" trademark, such that will cover publicity, marketing, distribution equipment, production machinery, development of new packages and development of new channels, in the mindset that by the year 2003, the minimum investment in charge by The Bottler for these concepts will be $4,450,000 (Four Million Four Hundred Fifty Thousand Dollars legal tender of the United States of America).

SECOND.- For a ten year term from the date hereof neither The Bottler, nor any of its subsidiaries, affiliates or other related business, shall compete with any of The Company or its subsidiaries or related businesses relating to the manufacturing, treatment, sale and distribution of bottled water within the Mexican Republic without the prior written consent of The Company. In addition, The Bottler undertakes not to disclose any information with regard to or derived from the "RISCO" trademark, or of any other water trademark with which it has registered, produces or has been producing products before the date hereof.

THIRD.- The Bottler, by virtue of the present agreement, binds itself for a ten-year term from the date hereof:

a) Not to use its experience, know-how or relationships as mentioned in representation II-c) above, either to directly or indirectly, by means of an individual or a company, within the Mexican Republic, in the development of the "RISCO" trademark or any other trademark, unless previously duly authorized by the Company.

b) Not to act as an advisor or counselor, nor participate in any manner whatsoever directly or indirectly, in the management and operation of another individual or company that engages in any manner in the bottling water business.

c) Not to realize investments directly or indirectly in any company that engages in any manner in the bottling water business.

d) Not to disclose, communicate or use any confidential information or industrial secrets relating to the "RISCO" and "CIEL" trademarks, or their production process, trading, distribution, know-how, clients or any other technical information that may benefit any individual or company, including, but not limited to its subsidiaries or affiliates.

FOURTH.- From the date hereof and during the duration of this agreement, The Bottler agrees not to employ, engage, or retain any person or company, either directly or indirectly, which is or was an employee of The Company, supplier or client of The Bottler who is related to the bottled water market.

FIFTH.- The Company agrees to pay The Bottler as compensation for its obligations hereunder the amount of US$27,072,000 (Twenty-Seven Million Seventy-Two Thousand Dollars, legal tender of the United States of America), no later than the next business day following the date of the signature of this agreement. The Company agrees to make such payment to the account indicated by The Bottler.

SIXTH.- The Bottler expressly acknowledges that the provisions hereunder, as well as the term, territory, applicability, and any of the prohibitions and restrictions hereunder are necessary and reasonable for the protection of The Company. In addition, The Bottler acknowledges the value of the compensation that The Company is to pay The Bottler is fair and previously and freely agreed to by the parties. Consequently, The Bottler has carefully considered the nature and scope of the restrictions hereunder, as well as the rights vested upon The Company, which rights it acknowledges and accepts as reasonable in their terms.

SEVENTH.- The Bottler agrees that any noncompliance or breach to the terms hereunder shall damage The Company without remedy. Consequently, the Company may request from a Judge the mandatory compliance of this agreement and the remedy of any and all damages caused by such noncompliance or breach, without need of a guarantee by The Company.

In the case of noncompliance on the part of The Company, The Bottler may request mandatory compliance with the agreement independently of the damages caused.

EIGHTH.- All communications must be in writing and shall be given to the parties at their respective addresses, with return receipt required to the following respective addresses:

The Company: Ruben Dario 115, Col. Bosque de Chapultepec, Delegacion Miguel Hidalgo, Mexico, D.F.

The Bottler: Blvd. Manuel Avila Camacho No. 40, piso 21, Col. Lomas de Chapultepec, Delegacion Miguel Hidalgo, 11000 Mexico, D.F.

NINTH.- Should any provision in this agreement be invalid or unenforceable, the remaining provisions, and any other provision that is partially enforceable in any jurisdiction shall remain in full force and effect.

TENTH.- The parties agree that all rights established herein may not be assigned by The Bottler without the express written consent of The Company.

ELEVENTH.- For the construction, compliance and execution hereunder the parties submit themselves to the laws and competent courts of Mexico City, Federal District, waiving from now any other jurisdiction that may correspond to them because of their present or future domiciles.

The parties represent that their will has been freely expressed and there has been no vice or wrong, mistake, bad faith, or otherwise in their consent nor any other vice of will, therefore they agree with its execution in Mexico City, Federal District on March 11, 2003.

THE COMPANY

By: /s/ Eduardo R. Arrocha
Name:  Eduardo R. Arrocha, Esq.
Title:    Vice President and Legal Director

THE BOTTLER:

By: /s/ Sergio Robleda
Name:  Sergio Robleda, Esq.
Title:Vice President Finance

CONTRATO DE PROMOCION Y NO COMPETENCIA QUE CELEBRAN POR UNA PARTE THE COCA-COLA EXPORT CORPORATION, SUCURSAL MEXICO, REPRESENTADA EN ESTE ACTO POR EL LICENCIADO EDUARDO ARROCHA GIO, EN LO SUCESIVO IDENTIFICADA COMO LA COMPANIA Y POR LA OTRA PANAMCO GOLFO, S.A. DE C.V., REPRESENTADA EN ESTE ACTO POR EL LICIENCIADO SERGIO ROBLEDA, EN LO SUCESIVO IDENTIFICADA COMO EL EMBOTELLADOR, MISMO QUE CELEBRAN AL TENOR DE LAS SIGUIENTES DECLARACIONES Y CLAUSULAS:

"D E C L A R A C I O N E S"

I.- Declara "LA COMPANIA":

a) Que es una empresa constituida de conformidad con las leyes de los Estados Unidos de Norteamerica y autorizada para operar como sucursal en la Republica Mexicana, cuyo principal objeto social, es la elaboracion de concentrados, comercializacion de bebidas no alcoholicas, asi como la prestacion de servicios a la industria de bebidas, en relacion a la fabricacion y venta de ciertos concentrados y bases para bebidas, cuyas formulas y procedimientos son secretos industriales de The Coca-Cola Company, a partir de los cuales se preparan bebidas sin alcohol, por lo que ha desarrollado una experiencia e informacion valiosa en esa actividad.

b) Que cuenta con los derechos para explotar y operar las marcas de The Coca-Cola Company, dentro de la Republica Mexicana. Asimismo que su Registro Federal de Contribuyentes ante las autoridades hacendarias es CCE520101 TC7, por lo que no tiene impedimento alguno para la celebracion del presente contrato.

c) Que las facultades con que cuenta su representante legal, no le han sido modificadas ni en forma alguna limitadas por lo que no tiene inconveniente alguno en comparecer a la firma del presente contrato con la representacion que ostenta, tal como lo acredita con la copia de la Escritura Publica No. 92,314.

d) Que es su interes desarrollar la marca CIEL, propiedad de The Coca-Cola Company, para lo cual requiere la experiencia, conocimientos e infraestructura con que cuenta EL EMBOTELLADOR, para la realizacion de dichos fines, por lo cual esta dispuesto a celebrar el presente contrato, en los terminos que en el mismo se estipulan.

II.- Declara "EL EMBOTELLADOR":

a) Que es una sociedad anonima, constituida conforme a las leyes de los Estados Unidos Mexicanos, cuyo principal objeto social, es la elaboracion, venta y distribucion de toda clase de bebidas no alcoholicas. Que su Registro Federal de Causantes es el No. PGO-950526-G94.

b) Que su representante, cuenta con las facultades necesarias para la celebracion del presente contrato, mismas que no le han sido revocadas ni en forma alguna limitadas, tal como lo acredita con la copia de la escritura publica No. 71,759, de fecha 26 de marzo de 2002, pasada ante la fe del Lic. Carlos de Pablo Serna, Notario Publico No. 137 del Distrito Federal, por lo que no tiene inconveniente alguno en la celebracion del presente contrato.

c) Que conoce perfectamente bien la red de detallistas asi como los canales de distribucion del mercado de agua embotellada, ya que lo ha desarrollado durante varios anos, por lo que tiene y mantiene magnificas relaciones con los clientes de dicho mercado. Asi mismo conoce la tecnologia y todos los procesos relacionados con la purificacion, embotellado y comercializacion de agua embotellada.

d) Que desea celebrar el presente contrato en los terminos y condiciones que en el mismo se estipulan, ya que cuenta con la experiencia, conocimientos e infraestructura material y humana, para la realizacion de la promocion de la marca CIEL que LA COMPANIA le encomienda a traves del presente contrato.

III.- Declaran ambas partes:

Que se reconocen mutuamente la personalidad con que se ostentan, asi como que estan de acuerdo en las declaraciones vertidas con anterioridad, por lo que no tienen inconveniente alguno en obligarse al tenor de las siguientes:

"C L A U S U L A S"

PRIMERA.- A partir de la fecha de suscripcion del presente contrato, y los colaterales que pudiesen firmarse o haberse firmado, EL EMBOTELLADOR expresamente acuerda promover la elaboracion, venta, distribucion y en general la comercializacion de la Marca denominada CIEL, para lo cual se obliga a lo siguiente:

a) A la elaboracion, de comun acuerdo con LA COMPANIA, de los planes de mercado necesarios para la comercializacion e incremento constante de la demanda de la marca CIEL. Por su parte LA COMPANIA participara en los gastos directos de mercado del plan aprobado, con una cantidad igual a la erogada por EL EMBOTELLADOR.

b) A realizar las inversiones que de comun acuerdo establezcan LA COMPANIA y el Embotellador para el continuo crecimiento de la demanda de la marca CIEL, mismas que abarcaran publicidad, mercadeo, equipo de distribucion, maquinaria de produccion, desarrollo de nuevos empaques y desarrollo de nuevos canales, en la inteligencia de que para el ano 2003, la inversion minima a cargo de EL EMBOTELLADOR por estos conceptos sera de $4,450,000 (Cuatro Millones Cuatrocientos Cincuenta Mil dolares Moneda del curso legal de los Estados Unidos de Norteamerica).

SEGUNDA.- EL EMBOTELLADOR o sus subsidiarias, filiales o cualesquiera otra empresa relacionada, se obliga por el termino de diez anos contados a partir de la fecha de firma del presente documento dentro del territorio de la Republica Mexicana, a no competir con los negocios de LA COMPANIA o sus subsidiarias, relacionadas con la elaboracion, tratamiento, venta y distribucion de aguas embotelladas sin la autorizacion previa y otorgada por escrito de LA COMPANIA; asi mismo, acepta no revelar ningun tipo de informacion relacionada con o derivada de la marca RISCO o cualesquier otra marca de agua que EL EMBOTELLADOR tenga registrada, produzca o hubiere producido con anterioridad a la fecha de celebracion del presente contrato.

TERCERA.- EL EMBOTELLADOR, por virtud del presente contrato, se obliga por el termino de diez anos contados a partir de la firma del mismo:

a) A no utilizar su experiencia, conocimiento y relaciones mencionadas en la declaracion II-c), ya sea directa o indirectamente a traves de persona fisica o moral alguna dentro del territorio que comprende la Republica Mexicana, para el desarrollo de la marca RISCO o cualquier otra que no le sea previa y debidamente autorizada por LA COMPANIA.

b) A no actuar como asesor o consejero, o participar de manera alguna de forma directa o indirecta, en el manejo y operacion de otra persona fisica o moral que se dedique en cualquier forma al negocio de agua embotellada.

c) A no realizar inversiones de forma directa o indirecta en ninguna persona moral que participe en cualquier forma en el negocio de agua embotellada.

d) No divulgar, comunicar o usar en beneficio de persona fisica o moral alguna, incluyendo pero no limitado a sus subsidiarias, afiliadas o filiales cualquier informacion confidencial o secretos industriales relacionados con las marcas RISCO y CIEL o su proceso de produccion, comercializacion, distribucion, know-how, lista de clientes o cualquier otra informacion tecnica.

CUARTA.- EL EMBOTELLADOR, a partir de la fecha de la firma del presente contrato y

durante la vigencia del mismo, se obliga a no emplear, contratar, directa o indirectamente, a ninguna persona fisica o moral que, en cualquier tiempo durante la vigencia del presente contrato, sea o haya sido empleado de LA COMPANIA, proveedor o cliente de la misma y que este relacionado con el mercado de agua embotellada.

QUINTA.- LA COMPANIA se obliga a pagar como contraprestacion por las obligaciones asumidas por EL EMBOTELLADOR, la cantidad de $27,072,000 (Ventisiete Millones Setenta y Dos Mil dolares Moneda del curso legal de los Estados Unidos de Norteamerica), a mas tardar el dia habil siguiente a la fecha de firma del presente contrato. LA COMPANIA se obliga a realizar dicho pago en la cuenta que EL EMBOTELLADOR que este le indique.

SEXTA.- EL EMBOTELLADOR, expresamente reconoce que lo previsto en el presente contrato, asi como el plazo, el territorio, el ambito de aplicacion, las prohibiciones y restricciones convenidas, son necesarias y razonables para la proteccion de LA COMPANIA. Asi mismo, reconoce que el valor de la contraprestacion que LA COMPANIA pagara a este, es una cantidad justa y previamente acordada libremente por las partes. EL EMBOTELLADOR ha considerado la naturaleza y alcance de las restricciones convenidas en el presente contrato, asi como los derechos conferidos a LA COMPANIA, mismos que reconoce y acepta por ser razonables en sus terminos.

SEPTIMA.- EL EMBOTELLADOR acepta que cualquier incumplimiento o violacion a las estipulaciones contenidas en el presente contrato, danaria de manera irreparable a LA COMPANIA. Por consiguiente, LA COMPANIA podra demandar ante el Juez competente el cumplimento forzoso del presente contrato, asi como el pago de los danos y perjuicios que con motivo del incumplimiento se le causen, sin la necesidad por parte de LA COMPANIA de otorgar garantia alguna.

En caso de incumplimiento por parte de LA COMPANIA, EL EMBOTELLADOR podra a su vez, demandar el cumplimiento forzoso del presente contrato, independientemente de los danos y perjuicios que se le causen.

OCTAVA.- Las comunicaciones entre las partes deberan hacerse por escrito y ser entregadas en sus respectivos domicilios mediante el acuse de recibo correspondiente para lo cual senalan los siguientes:

LA COMPANIA: Ruben Dario 115, Col. Bosque de Chapultepec, Delegacion Miguel Hidalgo, en Mexico D.F.

EL EMBOTELLADOR: Blvd. Manuel Avila Camacho N(degree)40, piso 21, Col. Lomas de Chapultepec, Delegacion Miguel Hidalgo, 11000 Mexico, D.F.

NOVENA.- Si cualquier disposicion de este contrato es declarada nula o ineficaz, las demas disposiciones permaneceran vigentes y con todo su valor y fuerza legal.

DECIMA.- Las partes acuerdan que los derechos aqui establecidos no podran ser cedidos por EL EMBOTELLADOR sin el consentimiento expreso y otorgado por escrito por LA COMPANIA.

DECIMO PRIMERA.- Para la interpretacion, cumplimiento y ejecucion del presente Contrato las partes se someten a las Leyes y Tribunales competentes de la ciudad de Mexico, Distrito Federal, renunciando a cualquier otro fuero que pudiera corresponderles por razon de sus domicilios actuales o futuros.

Las partes manifiestan que su voluntad ha sido libremente expresada y que su consentimiento no se encuentra viciado por dolo, error, mala fe o cualquier otro vicio de voluntad, por lo que firman el presente Contrato en dos ejemplares originales de un mismo tenor y un solo efecto, en la ciudad de Mexico, Distrito Federal el dia 11 del mes de marzo de 2003.

LA COMPANIA

Por: /s/ Eduardo R. Arrocha
     -------------------------------
Nombre: Lic. Eduardo R. Arrocha
Titulo: Vicepresidente y Director Legal

EL EMBOTELLADOR:

Por: /s/ Sergio Robleda
     -------------------------------
     Nombre: Lic. Sergio Robleda
     Titulo: Vicepresidente de Finanzas

EXHIBIT 10.10

THIS AGREEMENT, effective as of March 12, 2003, is entered into between Panamerican Beverages, SA de CV, a corporation organized and existing under the laws of the Republic of Mexico, with tax residence in Switzerland and an office at Bahnhofstrasse 21, 6300 Zug, Switzerland (hereinafter referred to as "THE COMPANY") and Panamco Bajio, SA de CV, a corporation organized and existing under the laws of the Republic of Mexico, with offices at Boulevard Manuel Avila Camacho No. 40, piso 21, Colonia Lomas de Chapultepec, Mexico, D.F., (hereinafter referred to as "THE BOTTLER"). THE COMPANY and THE BOTTLER are referred to herein individually as a "Party" and collectively as the "Parties."

WITNESSETH:

WHEREAS, THE COMPANY is the Registered Owner of the trademarks in the International Class 32 under the registration numbers 436643 RISCO, 455234 RISCO and DESIGN, 458791 WATER CONTAINER DESIGN (hereinafter referred to as the "Risco Trademarks") in the Republic of Mexico. The COMPANY is also the Registered Owner of all other water trademarks as listed in Schedule A (attached hereto) in the Republic of Mexico. Together with the Risco Trademarks, all other water trademarks are collectively referred to as the "Purified Water Trademarks";

WHEREAS, the Parties entered into a Trademark License Agreement with the effective date of January 1, 2003, pursuant to which THE BOTTLER received from THE COMPANY an exclusive license to use and exploit the Purified Water Trademarks throughout the Bajio territory of the Republic of Mexico, as that territory is described in Appendix III of the "Contrato de Embotellador" executed by and between THE COCA-COLA COMPANY and THE BOTTLER on July 1, 1999, (hereinafter referred to as the "LICENSED TERRITORY") in connection with the manufacturing, marketing and sale of PURIFIED WATER for a term of ten years (hereinafter referred to as the "TRADEMARK LICENSE AGREEMENT");

WHEREAS, the Parties exercised their rights pursuant to Clause 12 of the
TRADEMARK LICENSE AGREEMENT and entered into a TERMINATION AGREEMENT

on March 12 2003, whereby the Parties mutually agreed to terminate the portion of the TRADEMARK LICENSE AGREEMENT relating to the Purified Water Trademarks;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, the Parties agree as follows:

1. The term of this Agreement (hereinafter referred to as the "Term") shall commence on the effective date of March 12, 2003 and shall expire on March 12, 2013.

2. THE COMPANY owns all rights, title and interest to the Purified Water Trademarks, including all intangible property attached thereto, in and to the Purified Water Trademarks, and all trademark rights embodied therein shall at all times be solely vested in THE COMPANY. THE BOTTLER has no right, title, interest or claim of ownership in the Purified Water Trademarks, except for the license expressly granted in TRADEMARK LICENSE AGREEMENT with effective date of January 1, 2003.

3. THE COMPANY covenants and agrees that for the Term, it or any of its subsidiaries, affiliates or other related parties shall not compete with THE BOTTLER in the preparation, treatment, sale and distribution of PURIFIED WATER within the LICENSED TERRITORY. In addition, THE COMPANY undertakes not to disclose any information with regard to the products under the Risco trademarks, or of any other Purified Water Trademark with which it produces or has produced PURIFIED WATER before the date hereof.

4. THE COMPANY covenants and agrees:

- To not use its experience, know-how or relationships either directly or indirectly, by means of an individual or a company during the Term, within the LICENSED TERRITORY, in the development of the Risco trademarks or any other Purified Water Trademark, unless previously authorized by THE BOTTLER in writing.

- To not act as an advisor or counselor or participate in any manner whatsoever with any other person, whether an individual or a company, that could engage in the PURIFIED WATER business in the LICENSED TERRITORY, nor shall it compete with THE BOTTLER in any

manner in the LICENSED TERRITORY, except to the extent THE BOTTLER shall so authorize previously in writing.

- To not invest directly or indirectly in an individual person or a company that is involved, in anyway, with the PURIFIED WATER business in the LICENSED TERRITORY.

- To not disclose, communicate or use any confidential information or industrial secrets, production processes, know-how or any other technical information that may impair THE BOTTLER's PURIFIED WATER business in the LICENSED TERRITORY.

5. As consideration for THE COMPANY's foregoing covenant not to exploit the Purified Water Trademarks within the LICENSED TERRITORY for the said Term, THE BOTTLER agrees to pay THE COMPANY US $26,000,000 (twenty six million US dollars) by March 31, 2003.

6. The foregoing covenant not to exploit the Risco Trademarks within the LICENSED TERRITORY shall automatically expire at the conclusion of the Term.

7. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Mexico.

IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.

Panamerican Beverages, SA de                     Panamco Bajio, SA de CV
CV

By:                                              By:
   --------------------------                       --------------------------
   (Title)                                          (Title)

EXHIBIT 10.11

THIS AGREEMENT, effective as of March 12, 2003, is entered into between Panamerican Beverages, SA de CV, a corporation organized and existing under the laws of the Republic of Mexico, with tax residence in Switzerland and an office at Bahnhofstrasse 21, 6300 Zug, Switzerland (hereinafter referred to as "THE COMPANY") and Panamco Golfo, SA de CV, a corporation organized and existing under the laws of the Republic of Mexico, with offices at Boulevard Manuel Avila Camacho No. 40, piso 21, Colonia Lomas de Chapultepec, Mexico, D.F., (hereinafter referred to as "THE BOTTLER"). THE COMPANY and THE BOTTLER are referred to herein individually as a "Party" and collectively as the "Parties."

WITNESSETH:

WHEREAS, THE COMPANY is the Registered Owner of the trademarks in the International Class 32 under the registration numbers 436643 RISCO, 455234 RISCO and DESIGN, 458791 WATER CONTAINER DESIGN (hereinafter referred to as the "Risco Trademarks") in the Republic of Mexico. The COMPANY is also the Registered Owner of all other water trademarks as listed in Schedule A (attached hereto) in the Republic of Mexico. Together with the Risco Trademarks, all other water trademarks are collectively referred to as the "Purified Water Trademarks";

WHEREAS, the Parties entered into a Trademark License Agreement with the effective date of January 1, 2003, pursuant to which THE BOTTLER received from THE COMPANY an exclusive license to use and exploit the Purified Water Trademarks throughout the Golfo territory of the Republic of Mexico, as that territory is described in Appendix III of the "Contrato de Embotellador" executed by and between THE COCA-COLA COMPANY and THE BOTTLER on July 1, 1999, (hereinafter referred to as the "LICENSED TERRITORY") in connection with the manufacturing, marketing and sale of PURIFIED WATER for a term of ten years (hereinafter referred to as the "TRADEMARK LICENSE AGREEMENT");

WHEREAS, the Parties exercised their rights pursuant to Clause 12 of the
TRADEMARK LICENSE AGREEMENT and entered into a TERMINATION AGREEMENT

on March 12 2003, whereby the Parties mutually agreed to terminate the portion of the TRADEMARK LICENSE AGREEMENT relating to the Purified Water Trademarks;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, the Parties agree as follows:

1. The term of this Agreement (hereinafter referred to as the "Term") shall commence on the effective date of March 12, 2003 and shall expire on March 12, 2013.

2. THE COMPANY owns all rights, title and interest to the Purified Water Trademarks, including all intangible property attached thereto, in and to the Purified Water Trademarks, and all trademark rights embodied therein shall at all times be solely vested in THE COMPANY. THE BOTTLER has no right, title, interest or claim of ownership in the Purified Water Trademarks, except for the license expressly granted in TRADEMARK LICENSE AGREEMENT with effective date of January 1, 2003.

3. THE COMPANY covenants and agrees that for the Term, it or any of its subsidiaries, affiliates or other related parties shall not compete with THE BOTTLER in the preparation, treatment, sale and distribution of PURIFIED WATER within the LICENSED TERRITORY. In addition, THE COMPANY undertakes not to disclose any information with regard to the products under the Risco trademarks, or of any other Purified Water Trademark with which it produces or has produced PURIFIED WATER before the date hereof.

4. THE COMPANY covenants and agrees:

- To not use its experience, know-how or relationships either directly or indirectly, by means of an individual or a company during the Term, within the LICENSED TERRITORY, in the development of the Risco trademarks or any other Purified Water Trademark, unless previously authorized by THE BOTTLER in writing.

- To not act as an advisor or counselor or participate in any manner whatsoever with any other person, whether an individual or a company, that could engage in the PURIFIED WATER business in the LICENSED TERRITORY, nor shall it compete with THE BOTTLER in any

manner in the LICENSED TERRITORY, except to the extent THE BOTTLER shall so authorize previously in writing.

- To not invest directly or indirectly in an individual person or a company that is involved, in anyway, with the PURIFIED WATER business in the LICENSED TERRITORY.

- To not disclose, communicate or use any confidential information or industrial secrets, production processes, know-how or any other technical information that may impair THE BOTTLER's PURIFIED WATER business in the LICENSED TERRITORY.

5. As consideration for THE COMPANY's foregoing covenant not to exploit the Purified Water Trademarks within the LICENSED TERRITORY for the said Term, THE BOTTLER agrees to pay THE COMPANY US $24,000,000 (twenty four million US dollars) by March 31, 2003.

6. The foregoing covenant not to exploit the Risco Trademarks within the LICENSED TERRITORY shall automatically expire at the conclusion of the Term.

7. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Mexico.

IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.

PANAMERICAN BEVERAGES, SA DE CV            PANAMCO GOLFO, SA DE CV


By:                                         By:
   -----------------------------               -------------------------------
   (Title)                                     (Title)

Exhibit 10.12

TERMINATION AGREEMENT

I.

PARTIES

ON ONE SIDE

PANAMERICAN BEVERAGES, SA DE CV, a corporation organized and existing under the laws of the Republic of Mexico, with tax residence in Switzerland and an office at Bahnhofstrasse 21,6300 Zug, Switzerland.

Hereinafter referred to as the "PROPRIETOR".

and on the other side

PANAMCO BAJIO, SA DE CV ("BAJIO"), a corporation organized and existing under the laws of the Republic of Mexico, with offices at Boulevard Manuel Avila Camacho No. 40, piso 21, Colonia Lomas de Chapultepec, Mexico, D.F.

Hereinafter referred to as "LICENSEE".

II.

WITNESSETH

WHEREAS, PROPRIETOR is the Registered Owner of the trademarks in the International Class 32 under the registration numbers 436643 RISCO, 455234 RISCO and DESIGN, 458791 WATER CONTAINER DESIGN (hereinafter referred to as the "Risco Trademarks") in the Republic of Mexico. The PROPRIETOR is also the Registered Owner of all other water trademarks as listed in Schedule A (attached hereto) in the Republic of Mexico. Together with the Risco Trademarks, all other water trademarks are collectively referred to as the "Purified Water Trademarks";

WHEREAS, the Parties entered into a Trademark License Agreement with the effective date of January 1, 2003 (hereinafter "the Agreement"), pursuant to which LICENSEE received from PROPRIETOR an exclusive license to use and exploit the Purified Water Trademarks throughout the Bajio territory of the Republic of Mexico, as that territory is described in Appendix III of the "Contrato de Embotellador" executed by and between THE COCA-COLA COMPANY and LICENSEE on July 1, 1999, (hereinafter referred to as the "LICENSED TERRITORY") in connection with the manufacturing, marketing and sale of PURIFIED WATER for a term of ten years;

WHEREAS, the parties mutually intend to exercise their rights under Clause 12 of the Agreement but only with respect to any rights granted by the Agreement to use or otherwise exploit the Purified Water Trademarks;

III.
TERMS

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, the Parties agree as follows:

1. Mutually agree to partially terminate the Agreement with respect to any portion thereof that relates to or otherwise grants any exclusive, transferable, sub-licensable right or license to fully use and/or exploit any Purified Water Trademark throughout the LICENSED TERRITORY in connection with the manufacturing, marketing and sale of PURIFIED WATER. Such termination shall be effective as of the close of business on March 12, 2003. Any notification for termination that may have been required under the Agreement by either party shall be considered fully served and satisfied by this Termination Agreement. Additionally, without waiving any other rights which may arise out of the Agreement, both parties waive any and all other rights associated with the termination and/or notification of termination that were granted under the Agreement.

2. Upon termination of the Agreement, LICENSEE will have no rights or obligations with respect to the Purified Water Trademarks as granted in the Agreement and will only maintain a non-exclusive right to sell or otherwise dispose of any Risco-related inventory during the period in which LICENSEE is obligated to produce Risco product pursuant to the Trademark License Agreement entered into by LICENSEE and THE COCA-COLA COMPANY on March 11, 2003. LICENSEE will not have any rights over the Risco Trademarks or any other Purified Water Trademark except for the limited right to produce Risco as directed by THE COCA-COLA COMPANY pursuant to the Bottling Agreement entered into between LICENSEE and THE COCA-COLA COMPANY effective July 1, 1999. The period during which LICENSEE will have these limited rights shall not extend beyond December 31, 2005 and all sales concluded during this period shall remain subject to clause four of the Agreement.

This Termination Agreement shall be governed by and construed in accordance with the laws of the Republic of Mexico.

IN WITNESS THEREOF the parties hereto have entered into this Termination Agreement on the place set hereunder.

For PROPRIETOR:                             For LICENSEE:

Panamerican Beverages, SA de CV             Panamco Bajio, SA de CV



-------------------------------             ------------------------------

Signed by:  -------------------             Signed by: -------------------

Exhibit 10.13

TERMINATION AGREEMENT

I.

PARTIES

ON ONE SIDE

PANAMERICAN BEVERAGES, SA DE CV, a corporation organized and existing under the laws of the Republic of Mexico, with tax residence in Switzerland and an office at Bahnhofstrasse 21,6300 Zug, Switzerland.

Hereinafter referred to as the "PROPRIETOR".

and on the other side

PANAMCO GOLFO, SA DE CV ("GOLFO"), a corporation organized and existing under the laws of the Republic of Mexico, with offices at Boulevard Manuel Avila Camacho No. 40, piso 21, Colonia Lomas de Chapultepec, Mexico, D.F.

Hereinafter referred to as "LICENSEE".

II.

WITNESSETH

WHEREAS, PROPRIETOR is the Registered Owner of the trademarks in the International Class 32 under the registration numbers 436643 RISCO, 455234 RISCO and DESIGN, 458791 WATER CONTAINER DESIGN (hereinafter referred to as the "Risco Trademarks") in the Republic of Mexico. The PROPRIETOR is also the Registered Owner of all other water trademarks as listed in Schedule A (attached hereto) in the Republic of Mexico. Together with the Risco Trademarks, all other water trademarks are collectively referred to as the "Purified Water Trademarks";

WHEREAS, the Parties entered into a Trademark License Agreement with the effective date of January 1, 2003 (hereinafter "the Agreement"), pursuant to which LICENSEE received from PROPRIETOR an exclusive license to use and exploit the Purified Water Trademarks throughout the Golfo territory of the Republic of Mexico, as that territory is described in Appendix III of the "Contrato de Embotellador" executed by and between THE COCA-COLA COMPANY and LICENSEE on July 1, 1999, (hereinafter referred to as the "LICENSED TERRITORY") in connection with the manufacturing, marketing and sale of PURIFIED WATER for a term of ten years;

WHEREAS, the parties mutually intend to exercise their rights under Clause 12 of the Agreement but only with respect to any rights granted by the Agreement to use or otherwise exploit the Purified Water Trademarks;

III.
TERMS

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein, the Parties agree as follows:

1. Mutually agree to partially terminate the Agreement with respect to any portion thereof that relates to or otherwise grants any exclusive, transferable, sub-licensable right or license to fully use and/or exploit any Purified Water Trademark throughout the LICENSED TERRITORY in connection with the manufacturing, marketing and sale of PURIFIED WATER. Such termination shall be effective as of the close of business on March 12, 2003. Any notification for termination that may have been required under the Agreement by either party shall be considered fully served and satisfied by this Termination Agreement. Additionally, without waiving any other rights which may arise out of the Agreement, both parties waive any and all other rights associated with the termination and/or notification of termination that were granted under the Agreement.

2. Upon termination of the Agreement, LICENSEE will have no rights or obligations with respect to the Purified Water Trademarks as granted in the Agreement and will only maintain a non-exclusive right to sell or otherwise dispose of any Risco-related inventory during the period in which LICENSEE is obligated to produce Risco product pursuant to the Trademark License Agreement entered into by LICENSEE and THE COCA-COLA COMPANY on March 11, 2003. LICENSEE will not have any rights over the Risco Trademarks or any other Purified Water Trademark except for the limited right to produce Risco as directed by THE COCA-COLA COMPANY pursuant to the Bottling Agreement entered into between LICENSEE and THE COCA-COLA COMPANY effective July 1, 1999. The period during which LICENSEE will have these limited rights shall not extend beyond December 31, 2005 and all sales concluded during this period shall remain subject to clause four of the Agreement.

This Termination Agreement shall be governed by and construed in accordance with the laws of the Republic of Mexico.

IN WITNESS THEREOF the parties hereto have entered into this Termination Agreement on the place set hereunder.

For PROPRIETOR:                             For LICENSEE:

Panamerican Beverages, SA de CV             Panamco Golfo, SA de CV




-------------------------------             -----------------------------

Signed by:  -------------------             Signed by: ------------------

EXHIBIT 10.14

March 11, 2003

MEMORANDUM OF UNDERSTANDING

1. The Coca-Cola Company, a corporation organized and existing under the laws of the State of Delaware, United States of America, with principal offices at One Coca-Cola Plaza, NW., in the City of Atlanta, State of Georgia, U.S.A. (the "Buyer"), and Panamerican Beverages, SA de CV, a corporation organized and existing under the laws of the Republic of Mexico, with tax residence in Switzerland and an office at Bahnhofstrasse 21,6300 Zug, Switzerland (the "Seller"), have agreed that the Buyer will have an option to enter into an agreement with the Seller to buy, on or about March or April 2013, certain trademarks and rights related to the "Risco" trademarks (the "Trademarks"), owned and registered by the Seller, to prepare, market, sell and distribute a bottled water under the "Risco" trademark in the Republic of Mexico (the "Proposed Transaction"). This Memorandum of Understanding ("MOU") sets forth the mutual intentions of the parties hereto with respect to the Proposed Transaction.

2. Subject to paragraph 3 hereof, it is understood by the parties that:

A. As of March or April 2013, Seller will be the sole and exclusive owner of the Trademarks necessary to prepare, market, sell and distribute bottled water under the "Risco" trademark in the Republic of Mexico.

B. As consideration for the Seller's covenant to sell the Trademarks to Buyer, Buyer shall have the option to pay to the Seller, in Switzerland, the fair market value ("FMV"), on or about March or April 2013, of the Trademarks, as determined by an independent third party designated by the Buyer and qualified to perform such valuations. The FMV determined by such third party shall be binding on the Seller.

In the event that the parties hereto fail to enter into mutually satisfactory written agreements consummating the Proposed Transaction (the "Sale Agreement"), the Seller shall not sell or cause the sale, exploitation or use of the Trademarks by itself or any third party.

3. Following the execution and delivery of this MOU, Seller agrees and covenants not to sell, encumber, assign, license or otherwise exploit in anyway the Trademarks during the period from January 1, 2006 to December 31, 2012, in light of the parties' intent to negotiate with each other, some time in January 2013, in good faith with the goal of executing a mutually satisfactory Sale Agreement.

4. Buyer and Seller hereby acknowledge and agree that the existence and terms and conditions of this MOU are strictly confidential. Therefore, each of the parties agrees that it, any of its directors, officers, employees, advisors or representatives, any of its subsidiaries or affiliates and any of their directors, officers, employees, advisors or representatives shall not:

(a) disclose to any person (other than the party's, its subsidiaries' or affiliates' directors, officers, employees, advisors or representatives, on a need-to-know basis), or

(b) issue any press release or otherwise make any public statement with respect to

the existence or contents of the MOU or the status of any negotiations between the parties concerning the Proposed Transaction.

5. This MOU and the rights and obligations of the parties hereunder are not assignable in whole or in part by any party hereto without the express prior written consent of the other party, and any such purported assignment shall be null and void and of no force or effect.

6. Each of the parties hereto agrees that it shall pay its own expenses incurred in connection with the negotiation and preparation of this MOU, the Sale Agreement, the Proposed Transaction and any other transactions contemplated hereby (whether or not such agreements are executed or such transactions are consummated).

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

8. This MOU may be executed in one or more counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement.

IN WITNESS WHEREOF, the parties have duly executed this Memorandum of Understanding as of the date first written above.

PANAMERICAN BEVERAGES, SA de CV

By: /s/ Rudolf Burch
   --------------------------------------
   Name:  RUDOLF BURCH
   Title: Officer

THE COCA-COLA COMPANY

Title:

Exhibit 10.15

PROMISSORY NOTE

US$ 50,000,000.00 March 18, 2003

FOR VALUE RECEIVED, PANAMERICAN BEVERAGES, INC. a corporation organized and existing under the laws of the Republic of Panama (herein called "Borrower") promises to pay to the order of PANAMERICAN BEVERAGES, S.A. DE C.V., a corporation organized and existing under the laws of the Republic of Mexico, with tax residence in Switzerland and offices at Bahnhofstrasse 21,6300 Zug, Switzerland (the "Lender"), or at such other place as the holder of this note may hereafter designate in writing, in immediately available funds and in lawful money of the United States of America, the Maximum Loan Amount (or the unpaid balance of all principal advanced against this note plus accrued interest, if that amount is less), together with accrued interest on the Maturity Date (as defined below).

1. Definitions. The following terms as used in this note shall have the following meanings:

(a) Business Day shall mean a day on which the main office of the Lender in Zug, Switzerland is open for business and on which commercial banks in Panama City, New York City and Zug, Switzerland are open for dealings in U.S. dollar deposits.

(b) Legal Requirement shall mean any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation (or interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any governmental authority.

(c) Loan shall mean the principal indebtedness evidenced hereby.

(d) Maturity Date shall mean March 18, 2008, or such later date as the Lender shall agree in writing in its sole discretion.

(e) Maximum Loan Amount shall mean the principal sum of US$ 50,000,000.00

(f) Interest Rate shall mean 4 percent (4%) per annum. The Interest Rate shall be computed on the basis of the actual number of days elapsed in a year composed of 360 days.

(g) Past Due Rate shall mean the Interest Rate plus a two percent (2%) margin per annum. The Past Due Rate shall be computed on the basis of the actual number of days elapsed in a year composed of 360 days.

2. Loans.

(a) The outstanding principal balance of this note shall bear interest on the unpaid principal amount of the Loan from time to time outstanding, at the Interest Rate compounded quarterly, which interest shall accrue quarterly but not be payable until the Maturity Date; provided further, that all past due principal or interest to the extent permitted by law shall bear interest at the Past Due Rate.

3. No Usury. Notwithstanding any provision to the contrary contained in this note or any other document, it is expressly provided that in no case or event (A) shall the aggregate of any other amounts accrued or paid pursuant hereto which under applicable laws are or may be deemed to constitute interest upon the indebtedness evidenced hereby, ever exceed the maximum rate of interest which could lawfully be contracted for, charged or received on the unpaid principal balance of this note; or (B) shall Borrower be obligated to pay interest and other amounts described above at a rate which could subject the Lender or any of its officers or directors to either civil or criminal liability as a result of such rate being in excess of the maximum rate which the Lender is permitted to charge under applicable law. In this connection, it is expressly stipulated and agreed that it is the intent of the Borrower and the Lender to contract in strict compliance with the applicable federal and state usury laws (whichever permit the higher rate of interest) from time to time in effect. .

4. Payment Dates on the Loan. This note, including all principal and accrued interest shall be due and payable on the Maturity Date. After the Maturity Date, principal and accrued interest on the Loan shall be payable on demand.

5. Prepayments.

(a) The Borrower shall have the right, at its option, to prepay the Loan outstanding hereunder in whole at any time or in part from time to time, without premium or penalty, together with the interest accrued to the date of such prepayment on the principal amount prepaid. Prepayments of this note shall be subject to prior written notice of prepayment delivered by the Borrower to the Lender.

(b) Notice of any prepayment having been given, the principal amount specified in such notice, shall be due and payable on such prepayment date.

6. Timing of Payments. All payments of principal on this note (whether by acceleration or otherwise) and other amounts due hereunder shall be made to the Lender in immediately available funds no later than 12:00 noon, New York, New York time, on the date such payment is due. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day such payment may be made on the next succeeding Business Day.

7. Funding of Loan by the Lender. The Lender may, if it so elects, cause an affiliate of the Lender to make the Loan; provided, that in such event for the purposes of this note such Loan shall be deemed to have been made by the Lender acting through the affiliate and the obligation of the Borrower to repay such Loan shall nevertheless be to the Lender directly. Notwithstanding any provision of this note to the contrary, the Lender shall be entitled to fund and maintain its funding of all or any part of the Loan in any manner it deems appropriate.

8. Grid Note. The unpaid principal balance of this note at any time shall be the total of all principal lent or advanced against this note less the sum of all principal payments and permitted prepayments made on this note by or for the account of Borrower. All loans and advances and all payments and permitted prepayments made hereon may be endorsed by the holder of this note on a schedule which may be attached hereto (and hereby made a part hereof for all purposes) or otherwise recorded in the holder's records; provided, that any failure to make notation of (a) any advance shall not cancel, limit or otherwise affect Borrower's obligations or any holder's rights with respect to that advance, or
(b) any payment or permitted prepayment of principal shall not cancel, limit or otherwise affect Borrower's entitlement to credit for that payment as of the date received by the holder.

9. Purpose. The proceeds of this note shall be used by the Borrower for general corporate purposes.

10. Defaults. If any of the following occurs:

(a) Borrower does not pay any principal or interest on this note within two (2) Business Days of when due; or

(b) Borrower shall be in default under or in violation of any legal requirement and such default or violation may, in the reasonable determination of the Lender, affect the ability of the Borrower to timely repay the Loan or the ability of the Lender to enforce this note against the Borrower; or

(c) Any representation or warranty made in writing by the Borrower in connection with the execution and delivery of this note or any related papers shall prove to have been materially incorrect, false or misleading when made; or

(d) Any order shall be entered decreeing the dissolution, liquidation or split-up of Borrower, and such order shall remain in effect for 60 days; or

(e) Borrower shall make a general assignment for the benefit of creditors or shall petition or apply to any tribunal for the appointment of a trustee, custodian, receiver or liquidator of all or any substantial part of Borrower's business, estate or assets or shall

commence any proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or

(h) Any such petition or application shall be filed or any such proceeding shall be commenced against Borrower and by any act or omission Borrower shall indicate approval thereof, consent thereto or acquiescence therein, or an order shall be entered and remain in effect for more than 30 days appointing a trustee, custodian, receiver or liquidator of all or any substantial part of the assets of Borrower or granting relief to Borrower or approving the petition in any such proceeding; or

(i) Borrower shall fail generally to pay its debts as they become due, or suffer any writ of attachment or execution or any similar process to be issued or levied against it or substantially all of its property which is not released, stayed, bonded or vacated within 60 days after its issue or levy; or

(j) The dissolution, liquidation or termination of existence of Borrower or the sale, conveyance, lease or other disposition of substantially all of the assets of Borrower; or

(k) Borrower shall conceal, remove, or permit to be concealed or removed, any part of Borrower's property, with intent to hinder, delay or defraud any of its creditors, or make or suffer a transfer of any of Borrower's property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or shall make any transfer of Borrower's property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or shall suffer or permit, while insolvent, any creditor to obtain a lien upon any of Borrower's property through legal proceedings which is not vacated within 30 days from the date thereof;

then a default shall have occurred under this note and the holder hereof may at its, his or her option (1) terminate any obligation, if any, to advance funds under this note and (2) exercise any or all rights, powers and remedies afforded
(i) under all instruments and agreements which secure or guarantee this note and all related papers and (ii) by law, including the right to declare this entire note at once mature and due.

11. Indemnification. The Borrower shall indemnify the Lender against and hold the Lender harmless from any loss or expense which the Lender may incur or sustain as a consequence of any untimely payment (mandatory or optional) or default by the Borrower in the payment of any interest or principal amount. This provision shall survive the payment of this note. A certificate as to any additional amounts payable pursuant to this paragraph submitted by the Lender to the Borrower shall be conclusive and binding upon the Borrower, absent manifest error.

12. Collection. If any holder of this note retains an attorney in connection with any default or to collect, enforce or defend this note or any papers intended to secure or guarantee it in any lawsuit or in any probate, reorganization, bankruptcy or other proceeding, or if Borrower sues any holder in connection with this note or any such papers and does not prevail, then Borrower agrees to pay to each such holder, in addition to principal and interest, all reasonable costs and expenses incurred by such holder in trying to collect this note or in any such suit or proceeding, including reasonable attorneys' fees.

13. Waivers. Except only for any notices which are specifically required by another provision of this note, Borrower and any endorsers, guarantors and sureties severally waive notice (including, but not limited to, notice of intent to accelerate and notice of acceleration, notice of protest and notice of dishonor), demand, presentment for payment, protest, diligence in collecting and the filing of suit for the purpose of fixing liability and consent that the time of payment hereof may be extended and re-extended from time to time without notice to any of them. Each such person agrees that his, her or its liability on or with respect to this note shall not be affected by any release of or change in any guaranty or security at any time existing or by any failure to perfect or maintain perfection of any lien against or security interest in any such security or the partial or complete unenforceability of any guaranty or other surety obligation, in each case in whole or in part, with or without notice and before or after maturity. Borrower absolutely, unconditionally and irrevocably waives any and all right to assert any defense, counterclaim, cross claim or setoff of any nature whatsoever with respect to this note.

14. Captions. The headings, titles and captions of various paragraphs of this note are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions.

15. GOVERNING LAW; JURISDICTION; WAIVER OF IMMUNITY. THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE BORROWER HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, AND TO THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK. THE BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE BY DELIVERY BY EXPRESS MAIL, CERTIFIED OR REGISTERED MAIL (EXPRESS MAIL IF BORROWER IS NOT LOCATED IN THE UNITED STATES OF AMERICA), RETURN RECEIPT REQUESTED, OR COURIER OR OVERNIGHT DELIVERY SERVICE, TO THE BORROWER'S ADDRESS AS THEN SHOWN ON THE RECORDS OF THE LENDER. THE BORROWER REPRESENTS, WARRANTS AND AGREES THAT IT IS NOT ENTITLED TO, AND TO THE EXTENT IT HEREAFTER BECOMES SO ENTITLED, HEREBY WAIVES ANY IMMUNITY, SOVEREIGN OR OTHERWISE, WITH RESPECT TO ITSELF AND ITS PROPERTY FROM JURISDICTION, SERVICE, ATTACHMENT (BOTH BEFORE

AND AFTER JUDGMENT) AND EXECUTION IN LEGAL PROCEEDINGS WHEREVER COMMENCED TO ENFORCE OR COLLECT UPON THIS NOTE.

16. Taxes. All payments of principal, interest, fees, costs, expenses and all other amounts payable under this note shall be made to the Lender in lawful money of the United States of America and in immediately available funds free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, or liabilities with respect thereto, of any nature whatsoever now or hereafter imposed by any government or any political subdivision or taxing authority thereof, excluding those on the income, gross receipts or net worth of the Lender, and excluding franchise taxes of the Lender, such non-excluded amounts referred to as the "Taxes"). In the event that the Borrower is compelled for any reason to withhold any Taxes from amounts payable to the Lender hereunder, it shall pay to the Lender such amounts (after giving effect to all payment of Taxes on all additional payments to be made hereunder) as will result in the receipt by the Lender of the amount the Lender would have received had no such Taxes been withheld. This paragraph shall survive termination of this note.

17. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in United States Dollars into another currency, the Borrower agrees, to the fullest extent permitted by law, that the rate of exchange used shall be that at which in accordance with normal lending procedures the Lender could purchase United States Dollars with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any sum due from it to the Lender hereunder shall, notwithstanding any payment in any other currency, whether pursuant to a judgment or otherwise, be discharged only to the extent that on the Business Day following receipt by the Lender of any sum adjudged to be so due in such other currency the Lender may in accordance with normal lending procedures purchase United States Dollars with such other currency. If the United States Dollars so purchased are less than the sum originally due to the Lender in United States Dollars, the Borrower agrees, as a separate and independent obligation and notwithstanding any such payment, to indemnify the Lender against such loss. This paragraph shall survive termination of this note.

18. Transfer of this Note. Lender reserves the right, exercisable in Lender's sole discretion but with prior notice to Borrower, to sell participations, to assign its interest or both, in all or any part of this note or the debt evidenced by this note to an affiliate of the Lender.

19. JURY WAIVER. BORROWER AND LENDER WAIVE TRIAL BY JURY IN CONNECTION WITH ANY ACTION OR PROCEEDING OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY COUNTERCLAIM, OFFSET OR DEFENSE) ARISING UNDER, OUT OF OR IN CONNECTION WITH THIS NOTE.

PANAMERICAN BEVERAGES, INC.

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

Title:

Exhibit 10.16

EXECUTION COPY

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of March 18, 2003 is entered into by and among CA Beverages, Inc. (the "Seller") a corporation formed and existing in accordance with the laws of the Republic of Panama, and Inter-American Financial Corporation ("Inter-American") a corporation formed and existing under the laws of the Republic of Panama.

WHEREAS, Inter-American, Florida Ice & Farm Co. and Heineken Finance, N.V. entered into a Memorandum of Understanding (the "MOU") dated as of September 13, 2002, whereby the parties therein agreed to form and incorporate the Seller and present a bid for 100% of the capital stock of Coca-Cola de Panama Compania Embotelladora, S.A. a corporation formed and existing under the laws of the Republic of Panama (the "Target Company") and Cervecerias Baru-Panama, S.A.

WHEREAS, the Seller was awarded with the wining bid and entered into a Share Subscription Agreement (the "SSA") with the Target Company on October 2, 2002 in order to purchase 50% plus one share of the capital stock of the Target Company and therefore acquired direct control of the Target Company and indirect control of Cervecerias Baru-Panama, S.A.

WHEREAS, the Seller pursuant to the terms and conditions of the SSA launched a public tender offer for 100% of the shares of the Target Company not already owned by the Seller, which concluded on December 13, 2002.

WHEREAS, pursuant to Section 2.07 of the MOU the Seller has agreed to sell to Inter-American all the shares it owns of the Target Company.

NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties contained herein, and intending to be legally bound hereby, the parties agree as follows:

1. Purchase of the Shares: Seller hereby sells to Inter-American and Inter-American hereby purchases 2,570,666 (Two Million Five Hundred Seventy Thousand six Hundred and Sixty Six) common shares with no par value (hereinafter defined as the "Shares") of the Target Company.

2. The Price: The purchase price of each of the Shares to be paid by Inter-American to the Seller is US$ 22.55 per share. Being the aggregate purchase price

of the Shares the amount of US$ 57,968,518.30 (Fifty Seven Million Nine Hundred Sixty Eight Thousand Five Hundred Eighteen United States Dollars with Thirty Cents, the "Purchase Price").

The Purchase Price has been totally paid at the time of execution of this Agreement by Inter-American to the Seller by the cancellation and set-off of the total outstanding amount as of the date hereof of US$ US$ 57,968,518.30 under the promissory note issued by the Seller in favor of Inter-American on October 2nd, 2002.

The Seller declares that it has received the Purchase Price and that it has duly endorsed and delivered as of the date hereof to Inter-American the certificate containing the Shares and the Buyer declares that it has received the Shares, duly endorsed, and to its entire satisfaction.

3. Transfer of Title: Title to the Shares has been transferred on this same date to Inter-American, pursuant to the Seller's endorsement of the certificate representing the Shares and by its duly annotation in the Target Company shareholder's registry records held by HSBC Bank USA in the Republic of Panama acting as the transfer agent of the Target Company, as well as by the execution of this Agreement.

4. Representations of the Seller: The Seller hereby represents and warrants to Inter-American that:

a. It is a corporation (sociedad anonima) incorporated under the laws of the Republic of Panama;

b. It is the sole owner of the Shares subject to this Agreement as evidenced by the corresponding entries in the stock registry book of the Target Company, and that all requirements for the execution of this Agreement have been completed;

c. It has all the requisite power and authority to execute and deliver this Agreement;

d. The Shares are fully paid-in and free of any liens or encumbrances; there is no debt outstanding with respect to the Shares; there is no prohibition to sell or any other judicial order over the Shares; and the Shares are free of any third party rights; and

e. It has not transferred, assigned or endorsed any of the Shares to third parties or by any other means, which could in any way affect the transaction described herein.

5. Representations of Inter-American: Inter-American represents and warrants to the Seller that:

a. It is a corporation (sociedad anonima) incorporated under the laws of the Republic of Panama, and

b. The person acting on behalf of Inter-American has all the requisite power and authority to execute and deliver this Agreement.

6. Delivery of Documents: The Seller represents that, as of the date hereof it has delivered to Inter-American the certificate identified with the number P-2767-B containing the Shares, as well as an executed copy of this Agreement.

Inter-American represents to the Seller that as of the date hereof, it has delivered to the Seller an executed copy of this Agreement.

7. Governing Law and Jurisdiction: This Agreement shall be governed, construed and interpreted in accordance with the laws of the Republic of Panama, without regard to the conflict of law principles of the Republic of Panama. The parties hereto consent to the personal jurisdiction of the courts located in Panama City in any proceeding for the enforcement or interpretation of this Agreement.

8. Notices: All communications, notices, claims or demands made in accordance with or relating to this Agreement shall be made in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, or by express courier, or by telecopy, to the respective parties at the following addresses:

For the Seller:

CA Beverages, Inc.
c/o Ave. General Nicanor A. De Obarrio Apartado 7412, Panama City
Republic of Panama
Telephone: (507) 263-6066
Facsimile: (507) 263-5305

For Inter-American:

Inter-American Financial Corporation

Torre Dredsner Bank, Piso 7
Calle 50, Panama City
Republic of Panama
Attention: Chief Financial Officer Telephone: (507) 223-8723
Facsimile: (507) 223-8308

With a copy to:

Panamco L.L.C.
701 Waterford Way
Suite 800
Miami, Florida 33126
Attention: General Counsel
Telephone: (305) 929-0800
Facsimile: (305) 856-3900

9. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same Agreement, and shall become effective when counterparts have been signed by each party hereto and delivered to each other party. Copies of executed counterparts transmitted via facsimile or other electronic transmission service shall be considered original executed counterparts for all purposes of this Section, provided that receipt of copies of such counterparts is confirmed.

IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound has caused this Agreement to be duly executed and delivered on the first date set forth above.

CA BEVERAGES, INC.

INTER-AMERICAN FINANCIAL CORPORATION

By:________________________________
Name:
Title: