**LOAN
      AGREEMENT**




**BANCO
      DE CHILE ET AL.**




**TO**




**DISTRIBUCIÓN
      Y SERVICIO D&S S.A.**




In
      Santiago, Chile, on May 22, 2008, before me, VERONICA TORREALBA COSTABAL, a
      Chilean national, married, attorney-at-law, bearing national identification
      card
      number 13,066,313-3, Notary Public and Alternate for the Holder of Title to
      the
      33rd Notarial Office in and for Santiago, Mr. IVAN TORREALBA ACEVEDO, as per
      a
      Judiciary Decree entered into the records of this office, with a place of
      business at Huérfanos 979, suite 501, Municipal District of Santiago, personally
      appeared:




/1/
      BANCO
      DE CHILE, a banking corporation organized and existing under the laws of Chile,
      with taxpayer number 97,004,000-5 (“Banco de Chile”), represented as hereinbelow
      evidenced by Mr. MATÍAS CHADWICK LIRA, a Chilean national, married, business
      administrator, bearing national identification card number 7,016,951-7, and
      Mr.
      JUAN CARLOS CAVALLINI RICHANI, an Argentine national, married, civil industrial
      engineer, foreigner identification card number 10,099,731-2, all domiciled
      at
      Ahumada 251, municipal district of Santiago;




/2/
      BANCO
      BILBAO VIZCAYA ARGENTARIA, CHILE, a banking corporation organized and existing
      under the laws of Chile, with taxpayer number 97,032,000-8 (“BBVA”), represented
      as hereinbelow evidenced by Mr. CHRISTIAN MUÑOZ ORTIZ, a Chilean national,
      married, business administrator, bearing national identification card number
      10,584,145-0, and Mr. CARLOS IRARRAZAVAL CRUZAT, a Chilean national, married,
      business administrator, bearing national identification card number
      11,472,487-4, all domiciled at Avenida Pedro de Valdivia 100, 17th floor,
      municipal district of Providencia;




/3/
      BANCO
      ITAU CHILE, a banking corporation organized and existing under the laws of
      Chile, with taxpayer number 76,645,030-K (“Banco Itaú”), represented as
      hereinbelow evidenced by Mr. RAMIRO GONZÁLEZ-PRANDI, an Argentine national,
      married, with a degree in business administration, foreigner identification
      card
      number 14,744,667-5, and Mr. CHRISTIAN TAUBER DOMÍNGUEZ, a Chilean national,
      married, business administrator, bearing national identification card number
      7,740,940-8, all domiciled at Avenida Apoquindo 3457, municipal district of
      Las
      Condes;




/4/
      CORPBANCA, a banking corporation organized and existing under the laws of Chile,
      with taxpayer number 97,023,000-9 (“Corpbanca”), represented as hereinbelow
      evidenced by Mr. CRISTIÁN CHAURIYE CASSIS, a Chilean national, married, business
      administrator, bearing national identification card number 10,342,387-8, and
      Mr.
      CRISTIÁN CANALES PALACIOS, a Chilean national, married, attorney-at-law, bearing
      national identification card number 9,866,273-1, all domiciled at Rosario Norte
      660, 10th floor, municipal district of Las Condes;





/5/
      SCOTIABANK SUD AMERICANO, a banking corporation organized and existing under
      the
      laws of Chile, with taxpayer number 97,018,000-1 (“Scotiabank”), represented as
      hereinbelow evidenced by Mr. HÉCTOR PÉREZ OSORIO, a Chilean national, married,
      business administrator, bearing national identification card number 7,899,176-3,
      and Mr. MANUEL SOBRINO ARMADA, a Venezuelan national, single, civil engineer,
      baring foreigner identification card number 14,645,906-4, all domiciled at
      Morandé 226, municipal district of Santiago; /6/ BANCO SANTANDER-CHILE, a
      banking corporation organized and existing under the laws of Chile, with
      taxpayer number 97,036,000-K (“Santander-Chile”), represented as hereinbelow
      evidenced by Mr. FRANCISCO PIMENTEL HARISMENDY, a Chilean national, married,
      business administrator, bearing national identification card number 7,037,231-2,
      and Ms. CLAUDIA CORTÉS SILVA, a Chilean national, married, civil industrial
      engineer, bearing national identification card number 7,744,147-6, all domiciled
      at Bandera 140, municipal district of Santiago; and




/7/
      DISTRIBUCIÓN Y SERVICIO D&S S.A., taxpayer number 96,439,000-2 (“D&S”),
      represented as hereinbelow evidenced by Mr. MIGUEL NÚÑEZ SFEIR,
      a
      Chilean national, married, business administrator, bearing national
      identification card number 10,087,763-5, both domiciled at Avenida del Valle
      Nr.
      725, municipal district of Huechuraba.




The
      parties appearing, being of legal age and having evidenced their identities
      by
      producing the aforementioned personal documents, hereby set forth as follows:




SECTION
      ONE.




Definitions.
      As used herein, the following expressions shall bear the meaning indicated
      below, which shall apply to both the singular and the plural:




“Lenders”
      mean the following banking institutions first above identified: /i/ Banco de
      Chile; /ii/ Banco Bilbao Vizcaya Argentaria, Chile; /iii/ Banco Itaú Chile; /iv/
      Corpbanca; /v/ Scotiabank Sud Americano; and /vi/ Banco Santander-Chile.




“Majority
      Lenders” mean Lenders who represent at least 50.1% of Outstanding Principal as
      of the date on which the applicable decision is made.




“Agent
      Bank” means Banco de Chile, first above identified.




“Lead
      Bank” means Banco de Chile and/or Banchile Asesoría Financiera S.A.,
      (“Banchile”).




“Control
      Change” means any act, fact or circumstance resulting in /i/ a person or entity
      acquiring control over Borrower in accordance wit article 97 of Law 18,045
      on
      the Securities Market, or else /ii/ changing the person or persons who currently
      exercise the ultimate control over Borrower, whether through, but not limited
      to, the creation of a control group in which a person other than the current
      controlling shareholders participates, or else replacing the persons who are
      the
      current ultimate controlling shareholders.


2


“Outstanding
      Principal” means the total amount owed by Borrower hereunder on the applicable
      calculation date, initially totaling the principal amount of 61,200,000,000
      Pesos, distributed among Borrowers as indicated in Section Three.




“Certificates”
      bears the meaning given to that term in Subsection 3/a/ of Section two of this
      Agreement.




“Agreement”
      means this Loan Agreement. “Original Loans” mean the Original Loan by Banco
      Bilbao Vizcaya Argentaria, Chile and the Original Loan by Banco Santander-Chile,
      as described in Section Two of this Agreement.




“Borrower”
      means DISTRIBUCIÓN Y SERVICIO D&S S.A., taxpayer number 96,439,000-2, first
      above identified.




“Consolidated
      Borrower” means, jointly, Borrower and each of its present or future
      subsidiaries.




“Bank
      Business Day” means any day of the year except for Saturdays, Sundays, legal
      holidays or such days on which commercial banks are required or allowed to
      remain closed to the public or for business in the Republic of Chile.




“Dollars”
      means the lawful currency of the United States of America, and its equivalent
      in
      Pesos, if so provided, shall be the exchange rate known as “Observed Dollar”,
      published in the Official Gazette of the Republic of Chile by the Central Bank
      of Chile as provided in Nr. 6 of Chapter I of the Foreign Exchange Regulations
      of said Central Bank as of the date on which the calculation is to be made,
      or
      else, if not published on that day, on the most recent date when previously
      published.




“Material
      Adverse Impact” means, any fact, situation or circumstance that. /a/ affects the
      legality, effectiveness and enforceability of this Agreement; or /b/ is
      reasonably expected to have a material negative impact on: /i/ the business,
      operations, properties, assets and/or situation (financial or otherwise) of
      Borrower or its Relevant Subsidiaries; or /ii/ Borrower’s ability to perform its
      obligations hereunder; or /iii/ the rights and actions of Lenders hereunder.




“Financial
      Statements” means the balance sheets, income statements and statements of cash
      flow of Borrower, duly audited only in the case of annual financial statements.




“Final
      Maturity Date” means May 22, 2010, provided however that if such date is not a
      Bank Business Day, the Final Maturity date shall be the Bank Business Day
      immediately preceding such date.




“FECU”
      means the consolidated Uniform Coded Statistical File to be filed by the
      Consolidated Borrower with the Securities and Insurance Commission, or such
      other information or document hereinafter replacing the same.




“Relevant
      Subsidiaries” means any subsidiary of any of the companies comprising the
      Consolidated Borrower, whose assets represent more than 5% of the Net Worth
      of
      the Consolidated Borrower.


3


“Stamp
      Tax” means the tax provided by article 1 of the Stamp tax Law and he rate
      established thereby.




“Stamp
      Tax Law” means Decree Law 3,475 on Stamp Tax, as amended from time to time.




“Spread”
      means 0.45% per annum. “Loan” bears the meaning given to that term in Subsection
      1 of Section Three hereof. “Net Worth” means the total sum in the net worth
      account –currently in account number 5.24.00.00 of the FECU- without any
      deduction or addition whatsoever.




“Interest
      Periods” bears the meaning given to that term in Section Three, Subsection 3.7
      hereof.




“Pesos”
      means pesos, the lawful currency and tender of the Republic of Chile.




“Base
      Rate” means such variable interest rate as is defined in section Three,
      Subsection 3.7 hereof.




“Unidad
      de Fomento” means the indexation unit referred to in Nr. 9 of article 35 of Law
      18,840, Constituti0onal Statute of the Central Bank of Chile, or any such unit
      as may replace the same in the future and determined on an identical or
      comparable basis.




SECTION
      TWO.




1.
      Original Loans. Lenders hereby set on record that the proceeds obtained hereby
      shall be used to refinance the Original Loans identified hereinbelow: (a)
      Original Loan by Banco Bilbao Vizcaya Argentaria, Chile: On May 24, 2007, Banco
      Bilbao Vizcaya Argentaria, Chile extended a short-term loan to D&S in the
      sum of 8,200,000,000 Pesos, which sum D&S to date owes to Banco Bilbao
      Vizcaya Argentaria, Chile, which is documented in promissory note number
      05040143919600001197, signed by Borrower on May 24, 2007; (b) Original Loans
      by
      Banco Santander-Chile: (i) On May 29, 2007, Banco Santander-Chile extended
      a
      short-term loan to D&S in the sum of 20,000,000,000 Pesos, which sum D&S
      to date owes to Banco Santander -Chile, which is documented in promissory note
      number 00350181420007481623, signed by Borrower on May 29, 2007; (ii) On
      November 7, 2007, Banco Santander-Chile extended a short-term loan to D&S in
      the sum of 8,000,000,000 Pesos, which sum D&S to date owes to Banco
      Santander -Chile, which is documented in promissory note number
      00350181420008013798, signed by Borrower on November 7, 2007; (iii) On February
      12, 2008, Banco Santander-Chile extended a short-term loan to D&S in the sum
      of 25,000,000,000 Pesos, which sum D&S to date owes to Banco Santander
      -Chile, which is documented in promissory note number 00350181420008339618,
      signed by Borrower on November 7, 2007.




2.
      Stamp
      Tax. Stamp Tax has been duly paid on the obligations identified in (a) to (b)
      above, at the applicable rate as per the maturity of such loans, through
      payments delivered to the General Treasury of the Republic as evidenced in
      the
      Certificates indicated hereinbelow. As to such loans that as of this date have
      not paid the maximum applicable rate, it is hereby set on record that Borrower
      has delivered to Lenders the amount pertaining to the respective Stamp Tax
      in
      order that the latter should deliver the same to the authorities pursuant to
      the
      Stamp Tax Law.


4


3.




/a/
      Certificates. Pursuant to the provisions of article 24(17) of the Stamp tax
      Law
      and the instructions issued by the Internal Revenue Service as contained in
      Directive Nr. 69 issued by said entity on December 21, 2006, the payment of
      the
      aforementioned Stamp Tax is evidenced in the Certificates issued by the banks
      identified hereinbelow, a copy of which is inserted at the end of this
      instrument, with the evidence by Borrower of the amount of the Original Loan,
      the calculation of the loan as of such date /including principal, interest
      and
      commissions, if any/ and the Stamp tax paid on the respective loan /the
“Certificates”/:




/i/
      Banco
      Bilbao Vizcaya Argentaria, Chile. Certificate issued on May 22, 2008, for the
      Original Loan by BBVA, in the original principal amount of 8,200,000,000 Pesos,
      of which 8,200,000,000 Pesos are paid to BBVA as principal as provided in this
      Subsection 3 and in Subsection 4 of Section Two.




/ii/
      Banco Santander-Chile. (a) Certificate issued on April 28, 2008, for the
      Original Loan by Banco Santander-Chile, in the original principal amount of
      8,000,000,000 Pesos, of which 8,000,000,000 Pesos are paid to Banco
      Santander-Chile as principal as provided in this Subsection 3 and in Subsection
      4 of Section Two; (b) Certificate issued on April 28, 2008, for the Original
      Loan by Banco Santander-Chile, in the original principal amount of
      25,000,000,000 Pesos, of which 25,000,000,000 Pesos are paid to Banco
      Santander-Chile as principal as provided in this Subsection 3 and in Subsection
      4 of Section Two; and (c) Certificate issued on April 28, 2008, for the Original
      Loan by Banco Santander-Chile, in the original principal amount of
      20,000,000,000 Pesos, of which 20,000,000,000 Pesos are paid to Banco
      Santander-Chile as principal as provided in this Subsection 3 and in Subsection
      4 of Section Two.




/b/
      Agency. Borrower, duly represented as first above indicated, and in compliance
      with the provisions of article 24(17) of the Stamp Tax law, hereby grants to
      Lenders, duly represented as first above indicated, who accept, an irrevocable
      commercial agency pursuant to article 241 of the Code of Commerce, for
      gratuitous consideration, in order that the proceeds of the Loan granted to
      Borrower by Lenders under Section Three hereof shall be used, ratably to their
      respective participations, to repay the Original Loans by BBVA and Banco
      Santander-Chile against Borrower, as indicated in each Certificate;




/i/
      To
      Banco de Chile, in order that the proceeds of the Loan granted by the same
      to
      Borrower as per Section Three of this Agreement be used to pay Banco
      Santander-Chile, for the loans identified in the Certificates issued by said
      bank.




/ii/
      To
      BBVA, for part of the proceeds of the Loan granted by the same to Borrower
      as
      per Section Three of this Agreement, i.e. the sum of 817,010,000 Pesos, be
      used
      to pay Banco Santander- Chile for the loans identified in the Certificates
      issued by said bank.




/iii/
      To
      Banco Itaú, for part of the proceeds of the Loan granted by the same to Borrower
      as per Section Three of this Agreement, be used to pay Banco Santander- Chile
      for the loans identified in the Certificates issued by said bank.


5


/iv/
      To
      Corpbanca, for part of the proceeds of the Loan granted by the same to Borrower
      as per Section Three of this Agreement, be used to pay Banco Santander- Chile
      for the loans identified in the Certificates issued by said bank.




/v/
      To
      Scotiabank, for part of the proceeds of the Loan granted by the same to Borrower
      as per Section Three of this Agreement, be used to pay Banco Santander- Chile
      for the loans identified in the Certificates issued by said bank. Borrower
      sets
      on record that the agencies granted under this subsection 3/b/ of Section Two
      correspond to a total sum of 48,006,029,000 Pesos and that, with regard to
      the
      loans evidenced in the Certificates, the Stamp tax was paid for up to the
      amounts indicated in each Certificate, so that for such amounts no payment
      of
      Stamp tax is either made or allowanced, as provided in article 24(17) of the
      Stamp Tax Law and the instructions issued by the Internal Revenue Service as
      contained in Directive Nr. 69 issued by said entity on December 21, 2006. As
      to
      such loans that as of this date have not paid the maximum applicable rate,
      it is
      hereby set on record that Borrower has delivered to Lenders the amount
      pertaining to the respective Stamp Tax in order that the latter should deliver
      the same to the authorities pursuant to the Stamp Tax Law.




4.
      Authorizations. Borrower, duly represented as first above indicated, pursuant
      to
      article 24817) of the Stamp Tax Law, hereby grants the following authorizations
      to BBVA and to Santander-Chile, in order that part of the proceeds of the Loan
      extended to Borrower by said banks as per Section Three hereof be used to repay
      the loans each of them has against Borrower as evidenced in the Certificates:




/i/
      To
      BBVA, in order that part of the proceeds of the Loan granted in Section Three,
      in the sum of 8,200,000,000 Pesos, be credited directly to the payment of the
      loan identified in the Certificate issued by BBVA indicated in Subsection 3
      /a/
      /i/ above, a copy of which is inserted at the end of this instrument.




/ii/
      To
      Santander- Chile, in order that the proceeds of the Loan granted in Section
      Three, in the sum of 4,993,971,000 Pesos, be credited directly to the payment
      of
      the loan identified in the Certificates issued by Banco Santander-Chile
      indicated in Subsection 3 /a/ /ii/ above, copies of which is inserted at the
      end
      of this instrument. Borrower makes a record of the fact that the authorizations
      granted in this section correspond to a total amount of 13,193,971,000 Pesos,
      and that, with regard to the loan evidenced in the Certificates issued by BBVA
      and by Santander- Chile, the Stamp tax was paid for up to the amounts indicated
      in the aforementioned Certificates, so that for such amounts no payment of
      Stamp
      tax is either made or allowanced, as provided in article 24(17) of the Stamp
      Tax
      Law and the instructions issued by the Internal Revenue Service as contained
      in
      Directive Nr. 69 issued by said entity on December 21, 2006. As to such loans
      that as of this date have not paid the maximum applicable rate, it is hereby
      set
      on record that Borrower has delivered to Lenders the amount pertaining to the
      respective Stamp Tax in order that the latter should deliver the same to the
      authorities pursuant to the Stamp Tax Law.




6




SECTION
      THREE.




ONE.


1.
      The
      Loan. Lenders hereby grant, in the participations indicated hereinbelow, a
      cash
      loan to DISTRIBUCIÓN Y SERVICIO D&S S.A. in the sum of 61,200,000,000 Pesos
      equivalent as of this date to 3,054,227.51 Unidades de Fomento. The total amount
      of the Loan is disbursed and delivered to Borrower, who, represented as first
      above indicated, represents receiving the Loan hereby to its complete and entire
      satisfaction. It is hereby noted that this sum shall be subject to the
      stipulations on agency and authorizations to make payments as established in
      Subsections 3 and 4 of Section two above. Lenders have contributed to the
      delivery of the Loan and participate in the following proportions and amounts
      in
      the resulting Outstanding Principal:




/i/
      Banco
      de Chile, with the sum of 17,032,130,000 Pesos;




ii/
      BBVA,
      with the sum of 9,017,010,000 Pesos;




/iii/
      Banco Itaú, with the sum of 8,616,254,000 Pesos;




/iv/
      Corpbanca with the sum of 13,525,515,000 Pesos;




/v/
      Scotiabank with the sum of 8,015,120,000 Pesos; and




/vi/
      Santander-Chile with the sum of 4,993,971,000 Pesos.




Lenders
      and Borrower expressly set on record that there is no association among
      Borrowers in the loans owed by Borrower, and therefore each one of them is
      a
      simply joint lender and hence the sole holder of its respective credit claim
      for
      the amount indicated for each of them in this Section Three. Likewise, and
      as
      additional evidence of Borrower’s obligation to pay principal and interest
      hereunder and without any intention to novate, on even date herewith Borrower
      signs to the order of each Borrower and in the presence of a Notary Public
      promissory notes totaling the same sum of 61,200,000,000 Pesos. The amounts
      of
      each promissory note delivered to each Borrower are as follows:




/i/
      Banco
      de Chile, in the sum of 17,032,130,000 Pesos;




ii/
      BBVA,
      in the sum of 9,016,010,000 Pesos;




/iii/
      Banco Itaú, in the sum of 8,616,254,000 Pesos;




/iv/
      Corpbanca in the sum of 13,525,515,000 Pesos;




/v/
      Scotiabank in the sum of 8,015,120,000 Pesos; and




/vi/
      Santander-Chile in the sum of 4,993,971,000 Pesos.




It
      is
      hereby noted that the Stamp tax is deemed paid as provided in article 24(17)
      of
      the Stamp Tax Law and the instructions issued by the Internal Revenue Service
      as
      contained in Directive Nr. 69 issued by said entity on December 21, 2006. As
      to
      such loans that as of this date have not paid the maximum applicable rate,
      it is
      hereby set on record that Borrower has delivered to Lenders the amount
      pertaining to the respective Stamp Tax in order that the latter should deliver
      the same to the authorities pursuant to the Stamp Tax Law.


7


1.
      Statement of Loan Repayment and Claims Release.




/i/
      BBVA,
      in accordance with the agencies and authorization granted by Borrower in
      Subsection 3/b/ and Subsection 4 /i/ of Section two, respectively, hereby states
      receiving the sum of 8,200,000,000 Pesos as the complete repayment of principal
      of the Original Loan by BBVA identified in Subsection 1(a) of Section Two.
      Accordingly, it hereby states that Borrower has fully and completely performed
      each and every one of its obligations under the Original Loan by BBVA, declaring
      that it is owed nothing by Borrower, and accordingly granting it a total,
      complete and absolute claims release.




/ii/
      Santander- Chile, in accordance with the agencies and authorization granted
      by
      Borrower in Subsection 3/b/ and Subsection 4 /ii/ of Section two, respectively,
      hereby states receiving from Lenders the sum of 53,000,000,000 Pesos as the
      complete repayment of principal of the Original Loans by Banco Santander-Chile
      identified in Subsection 1(a) /i/, /ii/ and /iii/ of Section Two. Accordingly,
      it hereby states that Borrower has fully and completely performed each and
      every
      one of its obligations under the Original Loans by Banco Santander-Chile,
      declaring that it is owed nothing by Borrower, and accordingly granting it
      a
      total, complete and absolute claims release. Borrower agrees and undertakes
      to
      pay Lenders the sums owed to each of them on the terms and conditions set forth
      hereinbelow.




TWO.
      Outstanding Principal. Outstanding Principal under this Loan shall be determined
      and paid in Pesos.




THREE.
      Accrual and Payment of Interest.




1.
      Accrual. Outstanding Principal shall accrue daily interest in favor of Lenders
      at the rate indicated hereinbelow, as from this date and until its full and
      complete payment.




2.
      Applicable Interest Rate. The applicable interest rate for each Interest Period
      shall be equal to the Base Rate plus the Spread.




3.
      Interest shall be paid in arrears on the last day of the Interest Period.
      Likewise, interest shall be calculated on the basis of a 360-day year.




4.
      Interest accruing on Outstanding Principal shall be paid to Borrowers through
      the Agent Bank, who shall apportion the sums it receives among Borrowers on
      the
      last day of each Interest Period and on the date on which Outstanding Principal
      is paid in full, in the same manner indicated in Three 6. below.




5.
      Interest shall accrue including the first day and excluding the last day of
      each
      Interest Period, and thereafter the following Interest Period shall include
      the
      last day of the preceding Interest Period.


8


6.
      /i/ As
      used herein, “Interest Period” means a 6-month period that starts on the
      execution date of this instrument and ends on the last day of the 6-monh term
      that starts on such date, and thereafter each subsequent period shall start
      on
      the last day of the immediately preceding Interest Period and end on the last
      day of the 6-month term that starts on such date.




/ii/
      Notwithstanding the foregoing, whenever the last day of any Interest Period
      falls on other than a Bank Business Day, the last day of such Interest Period
      shall be extended to the immediately following Bank Business Day, provided
      however that if due to said extension the last day of said Interest Period
      falls
      in the following calendar month, the last day of said Interest Period shall
      be
      the immediately preceding bank Business Day. /iii/ Moreover, if the last day
      of
      an Interest Period does not coincide with the due date for normal amortization
      of Outstanding Principal, whether it ends before or after the Final maturity
      Date, said Interest Period shall end on the Final Maturity Date./iv/ For the
      purposes of the first Interest Period, the parties expressly agree that it
      starts on even date herewith and shall end on November 22, 2008.




7.
      For
      all intents and purposes hereof, Borrower represents knowing and accepting
      that:




/i/
      the
      Base Rate shall be the rate equivalent to the Nominal TAB Rate for nominal
      operations maturing within 180 days, determined on the first bank Business
      Day
      of an Interest Period, in which the interest rate is to be adjusted, to be
      published in the press on the day following its determination;




/ii/
      that
      the TAB rate for nominal 180-day operations corresponds to the weighted average
      borrowing interest rate for nominal 180-day operations, which multiplied times
      12 in order to express the same in annual terms shall be reported and determined
      for each Bank Business Day by the Chilean Association of Banks and Financial
      Institution, as per the Restated Text of the Regulations for Nominal, Zero,
      BCP
      and BCU Bank Rates agreed at the board of directors’ meeting of said Association
      on June 23, 2005 and published in the Official Gazette on February 6, 2006;
      and




/iii/
      Borrower likewise accepts that if said determination is not made on a day that
      is the first Bank Business Day of an Interest Period during which the interest
      rate is required to be adjusted as aforesaid, which need not be evidenced by
      Lenders, during the period in question the TAB Rate determined by the Chilean
      Association of Banks and Financial Institutions for the Bank Business Day
      immediately following the first Bank Business Day of the relevant Interest
      Period shall apply. Borrower likewise accepts that, in order to evidence the
      applicable interest rate and/or which would have governed for this obligation
      at
      any time during the effective term thereof, Lenders may use and/or assert any
      means of evidence, including certificates or declarations issued by the Chilean
      Association of banks and Financial Institutions.




/iv/
      The
      parties expressly agree that if as of the first bank Business Day of any
      Interest Period the current TAB rate mentioned above does not exist or is not
      published or certified by the Chilean Association of Banks and Financial
      Institutions, and is not replaced as aforesaid, starting with that Interest
      Period and for each subsequent Interest Period, the applicable interest rate
      shall be equal to the fortnightly Average Interest Rate (TIP) for borrowings
      for
      non-adjustable operations maturing within 90 and 365 days certified by the
      Central bank of Chile as per Chapter IV letter B.8.1 of the Financial
      Regulations of the Central Bank of Chile or any other subsequently replacing
      the
      same, considering the rate in effect for the second half of the month preceding
      the first day ff an Interest Period, or such other rate such as replaces the
      same in the future, plus the Spread, as well as surcharged with the reserve
      requirement, technical reserve or any other legal or regulatory requirement
      not
      included in the Average Interest rate (TIP).


9


/v/
      If
      the Central Bank of Chile does not publish or certify the Average Interest
      Rate
      (TIP) mentioned above, then, in lieu of said Average Interest Rate (TIP), the
      current interest rate for non-adjustable cash loan operations in local currency
      maturing in 180 days shall apply plus the Spread; if the summation of said
      current interest rate plus the Spread results in an interest rate exceeding
      the
      maximum permitted by law for non-adjustable cash loan operations in local
      currency, the latter shall apply.




FOUR.
      Fees, Costs and Expenses. 1. Lead Bank Fee. Borrower hereby pays the Lad bank
      a
      syndication fee, the conditions of which are set out under separate cover.
      2.
      Agent Bank Fee. Borrower shall pay an Agent Bank fee to Banco de Chile, the
      conditions of which are set out under separate cover. 3. Borrower is not subject
      to any other fee. 4. Costs and Expense. Borrower hereby agrees to pay or
      reimburse all costs and expenses reasonably incurred as a result of or in
      connection with the preparation, execution and delivery of the Loan
      documentation or as a result of the enforceability of the Loan documentation,
      including Creditors’ legal counsel, fees and commissions of the notaries public
      who participate in the formalization of this agreement.




FIVE.
      Amortization. Borrower may only amortize Outstanding Principal, in whole or
      in
      part, voluntarily or in mandatory fashion, in time and form as provided in
      this
      Subsection Five. 1. Normal Amortization. Outstanding Principal hereunder shall
      be paid on a bullet-basis in the sum of 61,200,000,000 Pesos due on May 22,
      2010, to be apportioned among Lenders as per the percentages to which each
      is
      entitled out of Outstanding Principal, namely: /i/ 17,032,130,000 Pesos to
      Banco
      de Chile; /ii/ 9,017,010,000 Pesos to Banco Bilbao Vizcaya Argentaria, Chile;
      /iii/ 8,616,254,000 Pesos to Banco Itaú Chile; /iv/ 13,525,515,000 Pesos to
      Corpbanca; /v/ 8,015,120,000 Pesos to Scotiabank Sudamericano; and /vi/
      4,993,971,000 Pesos to Santander- Chile. Payment shall be made as provided
      in
      Subsection Seven (1) of this Section. 2. Voluntary Prepayment, Total or Partial.
      Outstanding Principal may be prepaid in whole or in part by Borrower, at no
      cost
      or surcharge for the same, through payment in time and form to Lenders through
      the Agent Bank, who shall apportion the sums received ratably among Lenders,
      complying with the following concurrent conditions: /i/ Each prepayment, if
      partial, shall be in an amount of not less than the equivalent of 25% of
      Outstanding Principal as of the prepayment date; /ii/ The date of the prepayment
      shall be the last day of an Interest Period other than a Friday or a day
      immediately preceding any ay other than a Bank Business Day, notwithstanding
      the
      provisions of 3. below; /iii/ Borrower shall have notified the Agent Bank on
      its
      intention to prepay, at least 30 Bank Business Days in advance of the desired
      prepayment date from the receipt of the notification referred to in this
      paragraph /iii/, the prepayment shall be irrevocable, and Borrower shall be
      required to deliver the prepayment on the date when it agreed to do so. 3.
      General Provisions for Normal and Mandatory Prepayments, Total or Partial.
      /i/
      Any sum paid by Borrower shall be paid to all Lenders ratably to their credit
      claims; /ii/ any sum of Outstanding Principal paid shall not be reimbursed
      again; /iii/ If the amounts of voluntary prepayments total or partial, are
      paid
      other than on the last day of an Interest Period, Borrower shall further pay
      Lenders, as an additional cost for such prepayment, the applicable sum if the
      TAB rate for 180-day operations in effect in the market on the prepayment date
      /for these purposes, the “Market TAB”/ is lower than the TAB rate for 180-day
      operations applied during the Interest Period in effect hen the said prepayment
      is made /as used herein, the “Contractual TAB”/, which results from applying the
      following formula: /a/ the number representing the difference between
      Contractual TAB and Market TAB, MULTIPLIED times /b/ the sum yielded by
      multiplying the unpaid principal at the time of the prepayment times the number
      of days existing between the prepayment date and the last day of the
      then-current Interest Period, divided by 30 days; and /iv/ in connection with
      the prepayments, Borrower shall deliver to the Agent Bank available funds as
      provided in Subsection Seven.1 of this Section, who in turn shall apportion
      the
      same immediately among Lenders in the applicable proportions.


10


SIX.
      Taxes. Any payment made by Borrower hereunder hall be free and clear of any
      taxes, duties, withholdings, deposits or any other deductions, present or
      future, regardless of their nature. Consequently, Borrower shall be responsible
      for any and all duties, taxes, assessments, Stamp Taxes, any other levies,
      state, municipal or otherwise, and regardless of their nature, class or type,
      including Value Added Tax, except for indirect taxes on income and/or capital
      of
      Lenders, levied presently or hereafter, in connection with the execution,
      delivery or termination of this Agreement.




SEVEN.
      Form and Effects of Payments.




1.
      Date,
      Place and Currency of Payment. Whenever Borrower is required to pay any sum
      to
      Lenders hereunder, it shall do so by delivering freely-available funds to the
      Agent bank, and may consist of cashier’s checks taken with banks located in
      Santiago and issued to the name of each of the Lenders, or through any other
      document evidencing the immediate availability of the funds to the order of
      the
      same, by electronic transfer of funds, at the choice of the Agent Bank, or
      otherwise as agreed by Borrower and the Agent Bank. Said payment shall be made
      by Borrower on the due date and before 12:00 p.m., without any need for demand,
      at the address of the Agent Bank first above indicated. The currency of payment
      shall be Pesos. Once the payments are received by the Agent Bank, and in any
      case before 2:00 p.m. on the same day on which the payments are received, it
      shall apportion them among Lenders through the delivery of same-day funds.
      If
      any Lender obtains the payment of any sum owed hereunder other than as
      aforesaid, including payments received in the exercise of the authorities
      provided in 2. below, and one or more other Lenders have not received the
      payments to which they are entitled hereunder, the Lender who obtains the
      payment shall be deemed a deputy for the payment of the amount in excess of
      its
      interest and as such shall be required to share the sums so received with the
      remaining Lenders, so that all Lenders shall be paid proportionally to the
      amount of their respective interests in Outstanding Principal.




2.
      Net
      Amounts. Notwithstanding the provisions of subsection 8 of this section, all
      sums due by Borrower to Lenders hereunder shall be paid in full, without any
      deduction or withholding. To this effect, it is hereby agreed that if for any
      reason Borrower were legally and indefectibly required to make any deduction
      or
      withholding, it shall do so but shall credit to Lenders any additional sums
      deemed necessary in order that they should receive a net amount equal to that
      which they would have received had the deduction or withholding not taken place.
      If Borrower accordingly makes any payment requiring it to make any deduction
      or
      withholding, it shall pay the entire deduction or withholding to the competent
      tax authorities within the term provided by applicable legislation and provide
      the Agent Bank within 30 days following said payment an original payment form
      or
      letter or legalized copy thereof issued by the same entity, evidencing the
      payment thereto of all sums so deducted or withheld in relation to Lenders.


11


3.
      Setoffs. /i/ Borrower expressly and irrevocably authorizes Lenders in case
      Borrower defaults or howsoever delays in the payment of any obligations
      hereunder and as from the day following maturity of those obligations or upon
      acceleration of any such obligations in accordance with their terms, to apply
      toward the payment of those obligations, canceling them by setoff, in accordance
      with article 1655 et sqq. of the Civil Code, all funds, deposits, securities,
      balance(s) held, maintained or received by Lenders in favor of Borrower,
      originating in any account or deposit, as well as any sum or credit belonging
      to
      Borrower and in the possession of Lenders or required to be paid by them to
      Borrower, thereby resulting in the partial or total cancellation of those
      obligations owing to Lenders up to the lowest of such sums; to this end,
      Borrower also authorizes Lenders irrevocably to conduct as many crediting and
      debiting operations, foreign currency conversion or acts deemed necessary to
      proceed to apply the said balances, sums and credits toward the payment of
      the
      owed sums. The above is notwithstanding any other authority that the laws or
      administrative rules may grant or confer to Lenders. /ii/ If offsetting is
      applicable as indicated in /i/ above, the respective Lender shall share with
      the
      rest of the Lenders the offset amount, making a prorated payment to each Lender
      in accordance with the interests held by them in Outstanding Principal as of
      such date, which payment shall be made on a subrogation basis as provided by
      article 1610(5) of the Civil Code. As a result of the setoff and subrogation
      payment mentioned above, Lenders shall maintain their ratable interests in
      Outstanding Principal that would have corresponded to them had the said setoff
      not been carried out.




4.
      Application of Payments. Borrower states and accepts that any payments made
      to
      Lenders shall be applied to past-due debts in the following order: /i/ fees;
      /ii/ default interest; /iii/ indemnifications; /iv/ taxes; /v/ general expenses;
      /v/ legal expenses; /vi/ current interest contemplated by Subsection Three
      2 of
      this Section; and, /vii/ Outstanding Principal, proportionally, as applicable,
      i.e. ratably to the installment of Outstanding Principal.




EIGHT.
      Default Interest upon Delayed Performance of Borrower’s Obligations.
      Indemnification.




1.
      Payment of Default Interest. If Borrower defaults or merely delays and as from
      the day following maturity, regardless of the cause and even if at no fault
      on
      its part, in the performance of any payment obligations hereunder, it shall
      be
      required to pay Lenders default interest as liquidated damages. Default interest
      shall accrue on a daily basis on the outstanding amounts, calculated on the
      basis of a 360-day year as a function of the number of days actually elapsed
      in
      delay, to be paid as from the date of the default or mere delay until the date
      of actual payment.




2.
      Rate
      Applicable to Default Interest. To determine the interest rate applicable in
      case of default or mere delay in the payment of any portion into which the
      obligation is divided, past-due interest shall be compounded and the maximum
      conventional interest permitted by law on non-adjustable cash loan operations
      shall accrue on the new principal thus established, in effect as of the date
      of
      this Agreement or of default, at Lenders’ discretion.


12


3.
      Compounding of Interest. The Parties agree that any current interest that
      remains past-due and unpaid shall be compounded as from their original due
      date
      and, without any need for legal proceedings, shall accrue new interest at a
      rate
      equal to the default interest described in 2 above. Likewise, default interest
      that remains unpaid shall be compounded every thirty days and, without any
      need
      for legal proceedings, shall accrue new interest at a rate equal to the default
      interest described in 2 above.




4.
      Indemnification. In the early termination assumptions hereunder, pursuant to
      Subsection Eleven below, if Lenders receive or recover all or any part of the
      Outstanding Principal on any date other than the last day of an Interest Period,
      Borrower shall pay Lenders a sum equal to the difference, if any, between /i/
      the additional interest that Borrower would have had to pay on the sum so
      received or recovered if the same had accrued interest up to the last day of
      the
      Interest Period, and /ii/ the amount of interest to be paid on the last day
      of
      the Interest Period in question for a loan in Pesos, as published by the Chilean
      Association of Banks and Financial Institutions, with identical duration or
      as
      similar as possible, with preference for longer periods over shorter ones,
      to
      the period that starts on the date of said receipt or recovery and ends on
      the
      last day of the Interest Period in question.




5.
      The
      foregoing is notwithstanding any other damages caused by Borrower as a result
      of
      the breach and any other rights accruing to Lenders in accordance herewith.




NINE.
      Representations and Warranties by Borrower. Borrower hereby represents and
      warrants in favor of Lenders as follows:




/i/
      It is
      a company duly organize and validly existing under the laws of the Republic
      of
      Chile; it has the necessary legal capacity to do business and has obtained
      the
      licenses, permits, authorizations and approvals necessary to own its assets
      and
      carry out its respective activities, unless the absence of said licenses,
      permits and authorizations do not have and are not reasonably expected to have
      a
      Material Adverse Impact;




/ii/
      To
      the best of its knowledge and belief, as of this date no judicial, arbitration
      or administrative proceedings have been instituted against it by any court,
      panel or entity, that have or are reasonably expected to have a Material Adverse
      Impact;




/iii/
      It
      has no financial obligations pending or other material obligation or liability,
      contingent or otherwise, not declared in the FECU as of December 31, 2007;




/iv/
      All
      written information provided to Lenders in connection with this Agreement was
      correct and true in all material respects when provided and at present, without
      any material misstatements;




/v/
      Borrower is up to date in the payment of its taxes, duties, assessments, imposts
      and other provisional payments, as well as performed in good faith its tax
      obligations consistent with past practices except with regard to those the
      payment or performance of which it shall have challenged in good faith through
      timely legal proceedings in connection to which it is lawfully entitled to
      postpone payment as long as a final binding judgment is not issued, provided
      however that in such case the necessary provisions shall have been set up for
      such liability and all legally provided requirements in connection with said
      procedures shall have been met, unless those breaches do not have or are not
      reasonably expected to have a Material Adverse Impact;


13


/vi/
      No
      legal proceedings have been instituted or threatened, and it has no knowledge
      of
      the institution or threat of such proceedings, against Borrower conducive to
      having it adjudicated bankrupt or subject to liquidation, receivership, judicial
      or non-judicial workouts;




/vii/
      Borrower and its representatives have the authority and have obtained the
      necessary authorities, powers and authorizations by requisite corporate action
      to execute and deliver this Agreement as well as to consummate the transactions
      contemplated hereby. The execution, delivery and performance of this Agreement
      have been duly authorized without requiring any additional resolution,
      authorization or corporate action by Borrower for this Agreement to be valid
      and
      binding on Borrower;




/viii/
      Directly or indirectly, Borrower holds fair title to the intellectual and
      industrial property rights and items it needs to conduct its business, and
      holds
      the authorizations, concessions, licenses or permits necessary to operate said
      property and rights as it has done until the date hereof, except with regard
      to
      any breaches or omissions that it may have incurred have not caused and are
      not
      reasonably expected to cause a Material Adverse Impact; and /ix/ Borrower
      complies with the obligations imposed upon it by law, unless the failure to
      comply with the same does not have or is not reasonably expected to have a
      Material Adverse Impact.




TEN.
      Affirmative and Negative Covenants of Borrower. In addition to the remaining
      obligations assumed by Borrower hereunder and as long as any obligation by
      Borrower remains pending hereunder, Borrower:




/i/
      shall
      not furnish collateral or personal guaranties to secure own and third-party
      obligations over a substantial portion of its assets when said guaranties could
      undermine the interests of Lenders, without the consent of the Majority
      Shareholders. This prohibition excludes any guaranties required by law, those
      inherent to its business and the personal guaranties of Borrower in favor of
      its
      subsidiaries and those designated to secure payment of the balance on the price
      of any assets purchased hereafter on a deferred basis and furnished on the
      same
      assets;




/ii/
      in
      case of any merger with other companies, whether by creation or by absorption,
      it shall have the surviving company –if applicable- assume each and every one of
      the obligations imposed hereby on Borrower;




/iii/
      in
      case of a spin-off, it shall have all the companies arising from said spin-off
      assume joint-and-several liability for the obligations under the Loan;




/iv/
      if
      its legal nature is altered, it shall have all the obligations hereunder apply
      to the transformed company without any exception;




/v/
      shall
      endeavor so that the creation of a subsidiary should not have any effect on
      the
      obligations under the Loan, except in those aspects applicable to it by context.
      Under no circumstances shall the creation of subsidiaries affect the rights
      of
      Lenders;


14


/vi/
      shall send to the Agent Bank, signed by duly authorized signatories, the Annual
      Report and annual, individual and consolidated Financial Statements, all duly
      audited, and the quarterly Financial Statements, in FECU form, for Borrower
      and
      the Consolidated Borrower, once said documents are available and in any case
      within 15 calendar days following the date on which the said FECU is filed
      or
      scheduled to be filed with the securities and Insurance Commission, whichever
      is
      first. Once the annual Financial Statements are approved at the relevant Annual
      Shareholders’ Meeting, a copy of the minutes evidencing said approval shall be
      sent to the Agent Bank within 30 days following their approval. The Parties
      agree that Borrower’s accounting shall be audited by an auditing firm that is
      included in the registry kept for these purposes by the Securities and Insurance
      Commission pursuant to article 53 of the Stock Companies Law, and shall provide
      the Agent Bank, as soon as practicable, access to and copies of any other
      financial, technical or other information in connection with the business,
      operations and situation of Borrower, which Borrower shall have made available
      to the public in accordance with applicable regulations, whenever reasonably
      required to do so by the Agent Bank;




/vii/
      shall notify the Agent Bank in writing, as soon as it becomes aware of, and
      in
      any case within five bank Business Days from: /a/ the occurrence of any event
      or
      assumption of force majeure affecting this Agreement and reasonably expected
      to
      have a Material Adverse Impact; /b/ any breach of any provision hereof and
      any
      event or contingency likely to result in the termination or suspension of any
      of
      the provisions hereof or thereby otherwise rendering any obligations hereunder
      null or unenforceable; /c/ any situation included in or reasonable expected
      to
      constitute any of the circumstances contemplated by Eleven below; and /d/ any
      variation occurred or inaccuracy detected in the data, documents or information
      provided to Lenders as an assumption for the execution of this Loan, reasonably
      expected to cause an Material Adverse Impact;




/viii/
      shall deliver to the Agent Bank copies of any notifications or documents that
      are or could be relevant in the context of the rights of Lenders hereunder,
      sent
      to or received by Borrower, reasonably expected to cause an Material Adverse
      Impact;




/ix/
      shall promptly pay all taxes, duties, assessments, charges and social security
      payments regarding which it a passive subject or required to bear the payment
      thereof when due, except with regard to which it shall have challenged in good
      faith through timely legal proceedings in connection to which it is lawfully
      entitled to postpone payment as long as a final binding judgment is not issued,
      provided however that in such case the necessary provisions shall have been
      set
      up for such liability and all legally provided requirements in connection with
      said procedures shall have been met;




/x/
      shall
      keep accounting books, records and annotations in which complete, timely and
      accurate entries shall be made in accordance with current regulations and
      Chilean generally-accepted accounting practices;




/xi/
      shall maintain and see that its subsidiaries maintain all the assets necessary
      to conduct its business and operations in proper state of upkeep, ordinary
      wear
      and tear excepted, and shall maintain and have maintained insurance on said
      assets with adequate coverage and in accordance with wholesale and retail market
      practices;


15


/xii/
      shall not materially alter its line of business or reduce its capital
      significantly other than with the prior written consent of the Majority
      Shareholders;




/xiii/
      shall maintain a debt-equity ratio of less than 1.2x, defined as the ratio
      between current liabilities accruing interest and equity, measured and
      calculated on a quarterly basis on the consolidated Financial Statements,
      submitted in time and form as required for the FECU. To this end: /y/ current
      liabilities accruing interest are defined, as per the FECU format, as the
      summation of accounts 5.21.10.10, 5.21.10.20, 5.21.10.30, 5.21.10.40,
      5.21.10.50, 5.22.10.00 and 5.22.20.00; and /z/ equity is defined, as per the
      FECU format, as the summation of minority interest –FECU account 5.23.00.00- and
      equity –FECU account 5.24.00.00;




/xiv/
      shall maintain a minimum coverage for financial expenses of 3.5x, defined as
      the
      ratio between operational results plus depreciation plus amortization of
      intangibles and financial expenses, measured and calculated on a quarterly
      basis
      for the four consecutive quarters immediately preceding the calculation date,
      on
      the consolidated Financial Statements, submitted in time and form as required
      for the FECU. To this end: /x/ operational results correspond, as per the FECU
      format, to account 5.31.11.00; /y/ depreciation corresponds, as per the FECU
      format, to account 5.50.30.05; and /z/ amortization of intangibles corresponds,
      as per the FECU format, to account 5.50.30.10, and (iv) financial expenses
      correspond, as pr the FECU format, to account 5.31.12.60.




/xv/
      shall maintain consolidated total equity, account 5.24.00.00 on the FECU, in
      the
      sum of at least 13,000,000 Unidades de Fomento; /xvi/ shall maintain lien-free
      assets in the sum of at least 1.3x the unpaid balance of Outstanding Principal;
      /xvii/ shall not enter into transactions with related persons of Borrower on
      other than arm’s length terms, as provided in article 89 of Law 18,046 on stock
      companies. To this end, “Related Persons” are those defined as such in article
      100 of Law 18,046 on securities markets.




ELEVEN.
      Acceleration of Outstanding Principal; Events of Default; Termination of
      Agreement:




1.
      Events
      of Default and Acceleration of the Loan. If, for any reason:




/i/
      Borrower defaults or merely delays in delivering payment in time and form of
      all
      or part of any principal and/or interest due;




/ii/
      Borrower breaches any of the affirmative or negative covenants assumed by it
      hereunder;




/iii/
      one
      or more representations and warranties made by Borrower under Subsection Nine
      of
      this Section is willfully or negligently false, inaccurate or mistaken;




/iv/
      if
      in any judicial proceedings instituted against Borrower or its Relevant
      Subsidiaries an attachment is levied in the equivalent in Pesos of 10,000,000
      Dollars at the time of the attachment;


16


/v/
      if
      any State authority or entity or else any foreign public, state or governmental
      authority imposes or decrees against Borrower or its Relevant Subsidiaries
      fines
      or monetary penalties equal to or in excess of 5% of its consolidated assets,
      whether due to the breach of official standards or requirements, or for any
      other reason. Then, provided that, in the case of /i/ above Borrower fails
      to
      deliver payment in time and form when due, or in the cases of /ii/ and/or /iii/
      and/or /iv/ and/or /v/ above, and provided they occur with the knowledge, bad
      faith or fault of Borrower, Borrower fails to cure said situations to the
      satisfaction of the Majority Lenders within 10 calendar days from when the
      Majority Lenders shall have demanded Borrower to perform; any of Lenders will
      have the right to demand, at its discretion, the payment of the defaulted sums
      or the payment of the entire obligation owed to it hereunder, in which case
      said
      obligations shall be totally and immediately due and payable, the entire debt
      to
      be deemed as past-due. In either case, from the date of the default or mere
      delay until the date of actual payment, default interest shall accrue in
      accordance with Subsection Eight 2 of this Section.




2.
      Other
      Events of Default. Notwithstanding the provisions of 1 of this Subsection
      Eleven, the majority Lenders may likewise accelerate the obligations hereunder
      and advise Borrower on said declaration in writing, and as a result of said
      acceleration declare principal, interest and any other amount owed hereunder
      as
      immediately due and payable, in which case default interest shall accrue in
      accordance with Subsection Eight 2 of this Section in any of the following
      cases:




/i/
      If
      Borrower or Relevant Subsidiaries incur in a payment moratorium or suspend
      their
      payments or admit in writing to their inability to pay their debts, or make
      a
      general assignment or abandonment of their assets for the benefit of creditors;
      or if any proceeding is instituted by or against Borrower or its Relevant
      Subsidiaries in order to have the same adjudicated in bankruptcy or insolvency;
      or if any proceeding is instituted by or against Borrower or Relevant
      Subsidiaries conducive to their dissolution or liquidation, to call a meeting
      of
      creditors or restructure their liabilities, in accordance with any bankruptcy
      law; or petitioning the appointment of a receiver, administrator or comparable
      officer over Borrower or a substantial portion of its assets, in an amount
      equal
      to or greater than the equivalent in Pesos of 10,000,000 Dollars, including
      Relevant Subsidiaries, or if Borrower or any Relevant Subsidiary adopts any
      measure to allow any of the acts indicated hereinabove in this paragraph;




/ii/
      If
      Borrower or its Relevant Subsidiaries incur in any breach of payment obligations
      to third parties, whether at law, in contract or otherwise, including but not
      limited to tax, social security and labor obligations, or if with regard to
      any
      such obligations any event should occur which cases or is reasonably expected
      to
      cause the same to become due early, whether upon acceleration or otherwise,
      for
      amounts individually or on aggregate equal to or greater than the equivalent
      in
      Pesos of 10,000,000 Dollars, and said breach is not cured within 15 days from
      the date of the breach; unless the shareholders of Borrower or of the respective
      Relevant Subsidiary, as applicable, contribute the necessary funds to set up
      a
      provision for 100% of the claimed amounts, which contributions may be made
      through capital increases or subordinated debt;




/iii/
      if,
      for any reason, Borrower or its Relevant Subsidiaries, throughout the effective
      term of this Agreement, discontinue their businesses, agree to their
      dissolution, liquidation, or incur in any legal grounds for liquidation or
      dissolution;




/iv/
      if
      for any reason there should occur a Control Change;


17


/v/
      if at
      any time the corporate bylaws of Borrower are amended without first advising
      said amendment in writing to the Agent Bank within 10 calendar days from the
      modification and provided said amendments result in a Material Adverse Impact;
      and




/vi/
      If
      the obligations of Borrower hereunder no longer rank pari passu with the
      remaining unsecured liabilities of Borrower. 3. Certain Effects of Acceleration
      or Termination of the Agreement. If, as provided in 1 and 2 above, Lenders
      declare principal, interest and/or any other sum owed to Lenders hereunder
      as
      immediately due and payable, Borrower shall then immediately pay Lenders as
      much
      as it owes them whether for principal, interest, fees, indemnifications,
      expenses or others, as if they were past-due, and without any need for a
      judicial or non-judicial action or declaration whatsoever.




TWELVE.
      Borrower hereby considers as indivisible all the obligations it recognizes
      owing
      and assumes hereby, and therefore each Lender may demand the payment of their
      respective credits, in toto, from any of the successors or continuers of
      Borrower, especially in the case of a spin-off of the company, as provided
      in
      articles 1526(4) and 1528 of the Civil Code.




SECTION
      FOUR. Acts by Lenders. Notwithstanding the notifications or demands served
      in
      accordance with Section Thirteen below, the Parties expressly note that all
      communications to be sent or received by Lenders in accordance herewith shall
      be
      sent or received by the Agent Bank, who for these purposes shall act both pro
      se
      as well as on behalf of the remaining Lenders.




SECTION
      FIVE. Agent Bank. Banco de Chile shall act as the Agent Bank for the loan In
      this regard, the Agent Bank shall not be under any obligation to carry out
      any
      act not expressly provided in this Agreement, unless otherwise expressly
      provided allowing the same to act discretionally. It is hereby noted that the
      Agent Bank shall not have any liability or obligation to demand performance
      of
      this Agreement, which is the individual responsibility of each Lender. The
      Agent
      Bank shall follow the instructions given in writing by Lenders, regarding the
      performance of which the Agent Bank shall not exercise any discretion and shall
      follow the same in strict adherence to the instructions in question. In any
      case, the Agent Bank shall not be required to follow or act upon such
      instructions if their performance could result in any legal liability against
      it, or if said instructions are contrary to the law or to the provisions of
      this
      Agreement. The Agent Bank shall advise, as soon as practicable, each of Lenders,
      any written notice received from Borrower and not sent directly to Lenders,
      in
      accordance with the terms hereof. The Agent Bank shall not liable for any action
      carried out or omitted in connection herewith, unless said action or failure
      to
      act is due to the ordinary negligence of the Agent Bank. It is hereby noted
      that
      the Agent Bank shall not be under any obligation to: /i/ verify the authenticity
      or veracity of the communications sent by the parties hereto through the Agent
      Bank, and /ii/ review and/or verify that Borrower has performed its obligations
      hereunder. Each Lender recognizes that, independently from the Agent Bank,
      and
      on the basis of the financial, economic and legal information provided by
      Borrower, each Lender has conducted its own individual credit analysis of the
      loan recognized as owed hereby. Banco de Chile has no bearing on the decision
      of
      each Lender to become a party to this Agreement. If the Agent bank sustains
      any
      losses, damages, expenses, including but not limited reasonable attorneys’ fees,
      as a result of the actions or omissions resulting from the instructions issued
      by the Majority Lenders in relation to this Agreement, Lenders who shall have
      issued said instructions shall defend and hold the Agent Bank harmless, in
      simply join fashion, from and against the aforementioned damages, unless, by
      final judgment issued by a court of competent jurisdiction it is declared that
      said claim, damage, loss, liability or expense has occurred due to the ordinary
      negligence of the Agent Bank. To the extent that the Agent Bank shall have
      agreed to the instruction given by the Majority Lenders, it shall not claim
      any
      indemnification for the damages caused thereby to the Agent Bank.


18


SECTION
      SIX. Assignments. Only with the prior consent of Borrower not to be unreasonably
      withheld, Lenders will be authorized to dispose of, assign and transfer their
      rights hereunder to any third party, whether passing title or as security.
      Borrower shall in any case be deemed to have given consent if within five days
      from written demand by any of Lenders, Borrower shall not have granted or
      withheld consent expressly. Likewise, consent shall be deemed granted if the
      assignee of the respective transaction is a financial creditor of Borrower
      and/or of its subsidiaries or related companies as of the date of the proposed
      assignment. Borrower’s consent shall not be required if Borrower is in default
      of any of its payment obligations hereunder. Other than with the prior written
      consent of Lenders, Borrower shall not assign or transfer any of its rights
      or
      obligations contained herein. Lenders expressly accept that any assignment
      to
      third parties shall not entail an increase to the taxes that Borrower is
      required to pay under the loan recognized as owed hereunder, and that if such
      additional cost occurs, it shall be assumed by the respective Lender. These
      assignments shall be previously advised by Lenders to Borrower.




SECTION
      SEVEN. Amendments. No waiver of any provision hereof or of any instrument
      delivered in accordance herewith, nor the consent for Borrower or Lenders to
      act
      differently shall be of any effect unless executed in writing and signed by
      all
      lenders and Borrower, and in such case said waiver or consent shall be effective
      only in that particular case and for the specific purpose for which it was
      granted.




SECTION
      EIGHT. No Waiver. If Lenders or Borrower fail to exercise or delay in exercising
      any of their rights hereunder shall not constitute a waiver of the same, and
      no
      separate or partial exercise of any right shall preclude the exercise of those
      or any other rights. The remedies referred to herein are cumulative and do
      not
      exclude any other remedy recognized by law.




SECTION
      NINE. Expenses and Costs. If any grounds for the termination hereof arise,
      Borrower shall pay Lenders upon demand all reasonable costs and expenses
      incurred by them in connection with the enforcement or preservation of any
      right
      hereunder.




SECTION
      TEN. Section Headings. The headings given by the parties hereto to the various
      provisions hereof have been included for ease of reference and readability
      only,
      without altering the meaning or scope of the section as a whole if different
      from said headings.


19


SECTION
      ELEVEN. 1. Notices and Demands. All notices, including change of domicile,
      to be
      made between the parties, except when other expressly provided herein, shall
      be
      served at the domicile of the other party first identified above, by means
      of a
      certified letter. 2. Information. Borrower hereby expressly and formally
      authorizes Lenders to deliver to all the Related Persons of the latter, as
      defined in article 100 of Law 18,045 on Securities Markets, economic, financial,
      accounting and legal documentation and information on Borrower. Likewise, and
      for the purposes of article 154 of the General Banking Law, Borrower hereby
      expressly and formally authorizes Lenders to deliver, during the process devised
      to assign or transfer this agreement, to any eligible assignee as indicated
      in
      Section Six, any information on Borrower and on this operation such as may
      be
      subject to the bank-client privilege or secrecy. Finally, Borrower authorizes
      Lenders, to the extent permitted by applicable law, to transmit, process and
      maintain outside Chile all or part of the information connected with this
      Agreement provided the receiver of said information shall be a branch or
      affiliate of Lenders. The foregoing applies in particular with regard to the
      provisions under the General Banking Law regarding the bank-client privilege
      or
      secrecy. Nothing provided in this Section shall be interpreted or applied in
      such a way as to imply Borrower’s obligation to breach any of the
      confidentiality obligations to which the corporate information of the
      Consolidated Borrower is subject under Law 18,045 on Securities Markets, or
      law
      18,046 on Stock Companies, and other applicable regulations. Nevertheless,
      the
      information of the Consolidated Borrower that is subject to confidentiality
      obligations shall remain in confidence and Lenders shall assume the applicable
      obligation to keep it in confidence, and hereby agree to protect and maintain
      the same as such if it were required to be disclosed to a third party for the
      aforementioned purposes.




SECTION
      TWELVE. Business days and Calculation of Time Periods.




1.
      Business Days: As used herein, “business days” shall mean Bank Business Days, as
      defined in Section One above.




2.
      Calculation of Time Periods: Time periods shall be calculated in Bank Business
      Days, whenever so indicated, or in business days. In all other cases, time
      periods shall be deemed stated in calendar days. Whenever any time period ends
      on other than a Bank Business Day, the period shall be deemed to expire on
      the
      day immediately following Bank Business Day. The same rule shall apply whenever
      the date on which Borrower is required to pay any sum to Lenders shall not
      be a
      Bank Business Day.




SECTION
      THIRTEEN. Legislation and Jurisdiction. This Agreement shall be governed by
      the
      laws of Chile. The parties, waiving their own forum or any other to which they
      could be entitled, submit for the resolution of al issues arising in connection
      with the interpretation and performance of this Agreement to the competent
      jurisdiction of the civil courts of law seated in the municipal district of
      Santiago, in Santiago, Chile. Legal Capacities.-




The
      legal
      capacity of the representative of Distribución y Servicio D&S S.A. is
      evidenced in an instrument of public record dated September 28, 2006, executed
      at the Santiago Notarial Office of Mr. José Musalem Saffie. The legal capacity
      of the representatives of Banco de Chile is evidenced in instruments of public
      record dated April 10, 2006, and April 14, 2008, both executed at the Santiago
      Notarial Office of Mr. René Benavente Cash. The legal capacity of the
      representatives of Banco Bilbao Vizcaya Argentaria, Chile is evidenced in
      instruments of public record dated January 11, 2007, November 23, 2005, both
      executed at the Santiago Notarial Office of Mr. José Musalem Saffie. The legal
      capacity of the representatives of Corpbanca is evidenced in instruments of
      public record dated September 7, 2006, and February 13, 1996, executed at the
      Santiago Notarial Office of Mr. Patricio Zaldívar Mackenna and of Mr. Gonzalo de
      la Cuadra Fabres, respectively. The legal capacity of the representatives of
      Banco Itaú Chile is evidenced in instruments of public record dated August 8,
      2007 and December 19, 2007, respectively, both executed at the Santiago Notarial
      Office of Mr. Patricio Raby Benavente. The legal capacity of the representatives
      of Scotiabank Sud Americano is evidenced in instruments of public record dated
      July 2, 2004, and April 17, 2002, both executed at the Santiago Notarial Office
      of Mr. Eduardo Diez Morello. The legal capacity of the representatives of Banco
      Santander- Chile is evidenced in instruments of public record dated July 25,
      2005, and December 24, 2007, both executed at the Santiago Notarial Office
      of
      Mr. Nancy de la Fuente Hernández. All of the above legal capacities are not
      inserted herein as they are known to the parties hereto and to the undersigned
      Notary.


20


A
      record
      is made of the following documents: - CERTIFICATES




(a)
      Banco
      Bilbao Vizcaya Argentaria Chile. Branch: 0143. CERTIFICATE Law 20,130: As
      provided in law 20,130 published in the Official Gazette on 11/7/2006, and
      for
      the tax-exemption purposes set out in article 24(17) of DL 3,475/80, Banco
      BBVA
      hereby certifies the amount totaling the payment of the loan detailed below:
      Taxpayer Nr. 0096439000-2. NAME  :
      DISTRIBUCION Y SERVICIO D&S S.A. NOTE Nr. 05040143919600001197. OPERATION
      Nr. 05040143919600001197. DATE OF ORIGINAL GRANTING: 24-05-2007. LAST DUE DATE:
      22-05-2008. PRINCIPAL AMOUNT: 8,200,000,000.00. PAYMENT DETAILS. PRINCIPAL
      AMOUNT 8,200,000,000.00 AMOUNT OF CURRENT INTEREST (PAYMENT DATE) 49,145,133.00
      PREPAYMENT OR OTHER FEES UNDER ART. 24(17) OF D.L. 3475 8,249,145,333.00 DEFAULT
      AND OTHER INTEREST. TOTAL PAYMENT 8,249,145,333.00. SETTLEMENT DATE: 20-05-2008.
      STAMP TAX PAID. TAX BASE. APPLIED RATE 1.3375%. TAX AMOUNT PAID 112,145,472.00.
      FOLIO AND DATE OF F-24 EVIDENCING PAYMENT OF TAX. TOTAL OR PARTIAL EXEMPTION
      RULE. DATE OF ISSUE: 20-05-2008 (an illegible signature appears). SIGNED FOR
      BANCO BBVA Banco Bilbao Vizcaya Argentaria, Chile”.




(b)
      Banco
      Santander- Chile. Folio Nr. 2008-123144. CERTIFICATE Law 20,130: As provided
      in
      law 20,130 published in the Official Gazette on 11/7/2006, and for the
      tax-exemption purposes set out in article 24(17) of DL 3,475/80, Banco Santander
      Chile hereby certifies the amount totaling the payment of the loan detailed
      below: Taxpayer Nr. 96439000-2. NAME: DIST. Y SERV. D&S S.A. Note: Nr.
      00350181420007481623. Date of Instrument (underscore) Notarial Office
      (underscore). Operation Nr. 420008548349. Date of original granting 29/05/2008.
      Last due date 22/05/2008. Principal Amount (Amount Granted) 20,000,000,000.00
      Payment Details. 1.- Principal Amount (Outstanding Balance) 20,000,000,000.00.
      Original Currency PESOS. 2.- Amount of current interest (payment date) 0.00.
      3.-
      Prepayment Fee 0.00. 4.- Subtotal under Art. 24(17) DL 3475 (1+2+3)
      20,000,000,000.00. 5.- default interest 0.00. 6.- Default Loan Collection
      Expenses 0.00. Total Payment(4+5+6) 20,000,000,000.00. Payment date 29/05/2008.
      Stamp Tax Paid. Tax base 20,000,000,000.00. Applied rate 1.40000. Amount of
      tax
      paid 290,903,124.00. Folio and date of F.4 evidencing the payment of taxes
      3977516. Partial or total exemption rule (if applicable). NO EXEMPTION. Date
      of
      issue: 29-04-2008. Illegible signature. Mario Andrés Rojas Díaz. Customer
      Management Department Banco Santander Chile (CUSTOMER COPY). PLEASE BE INFORMED
      AS TO THE STATE GUARANTEE ON DEPOSITS IN YOUR BANK OR AT WWW.SBFI.CL.


21


(c)
      Banco
      Santander- Chile. Folio Nr. 2008-123147. CERTIFICATE Law 20,130: As provided
      in
      law 20,130 published in the Official Gazette on 11/7/2006, and for the
      tax-exemption purposes set out in article 24(17) of DL 3,475/80, Banco Santander
      Chile hereby certifies the amount totaling the payment of the loan detailed
      below: Taxpayer Nr. 96439000-2. NAME: DIST. Y SERV. D&S S.A. Note: Nr.
      00350181420008013798. Date of Instrument (underscore) Notarial Office
      (underscore). Operation Nr. 420008548390. Date of original granting 7/11/2007.
      Last due date 22/05/2008. Principal Amount (Amount Granted) 8,000,000,000.00
      Payment Details. 1.- Principal Amount (Outstanding Balance) 8,000,000,000.00.
      Original Currency PESOS. 2.- Amount of current interest (payment date) 0.00.
      3.-
      Prepayment Fee 0.00. 4.- Subtotal under Art. 24(17) DL 3475 (1+2+3)
      8,000,000,000.00. 5.- default interest 0.00. 6.- Default Loan Collection
      Expenses 0.00. Total Payment(4+5+6) 8,000,000,000.00. Payment date 29/05/2008.
      Stamp Tax Paid. Tax base 8,000,000,000.00. Applied rate 0.80000. Amount of
      tax
      paid 64,757,370.00. Folio and date of F.4 evidencing the payment of taxes NO
      FOLIO. Partial or total exemption rule (if applicable). NO EXEMPTION. Date
      of
      issue: 29-04-2008. Illegible signature. Mario Andrés Rojas Díaz. Customer
      Management Department Banco Santander Chile (CUSTOMER COPY). PLEASE BE INFORMED
      AS TO THE STATE GUARANTEE ON DEPOSITS IN YOUR BANK OR AT WWW.SBFI.CL.




(d)
      Banco
      Santander- Chile. Folio Nr. 2008-123151. CERTIFICATE Law 20,130: As provided
      in
      law 20,130 published in the Official Gazette on 11/7/2006, and for the
      tax-exemption purposes set out in article 24(17) of DL 3,475/80, Banco Santander
      Chile hereby certifies the amount totaling the payment of the loan detailed
      below: Taxpayer Nr. 96439000-2. NAME: DIST. Y SERV. D&S S.A. Note: Nr.
      00350181420008339618. Date of Instrument (underscore) Notarial Office
      (underscore). Operation Nr. 420008548446. Date of original granting 12/02/2008.
      Last due date 22/05/2008. Principal Amount (Amount Granted) 25,000,000,000.00
      Payment Details. 1.- Principal Amount (Outstanding Balance) 25,000,000,000.00.
      Original Currency PESOS. 2.- Amount of current interest (payment date) 0.00.
      3.-
      Prepayment Fee 0.00. 4.- Subtotal under Art. 24(17) DL 3475 (1+2+3)
      25,000,000,000.00. 5.- default interest 0.00. 6.- Default Loan Collection
      Expenses 0.00. Total Payment(4+5+6) 25,000,000,000.00. Payment date 29/05/2008.
      Stamp Tax Paid. Tax base 25,000,000,000.00. Applied rate 0.42500. Amount of
      tax
      paid 106,501,525.00. Folio and date of F.4 evidencing the payment of taxes
      NO
      FOLIO. Partial or total exemption rule (if applicable). NO EXEMPTION. Date
      of
      issue: 29-04-2008. Illegible signature. Mario Andrés Rojas Díaz. Customer
      Management Department Banco Santander Chile (CUSTOMER COPY). PLEASE BE INFORMED
      AS TO THE STATE GUARANTEE ON DEPOSITS IN YOUR BANK OR AT WWW.SBFI.CL. Consistent
      with their original. – IN WITNESS WHEREOF, he parties appearing set their
      hands hereunto following a reading of these presents. A copy as provided and
      the
      instrument was annotated in the NOTARIAL RECORDS BOOK under the stated number.
      I
      ATTEST.




/s/
        Matías Chadwick
        Lira               /s/
        Juan C. Cavallini Richani


1.-
      MATÍAS CHADWICK LIRA 2.- JUAN C. CAVALLINI RICHANI




both
      on
      behalf of BANCO DE CHILE




22




/s/ Christian Muñoz
        Ortiz              
/s/ Carlos Irarrazaval Cruzat


3.-
      CHRISTIAN MUÑOZ ORTIZ 4.- CARLOS IRARRAZAVAL CRUZAT


both
      on
      behalf of BANCO BILBAO VIZCAYA ARGENTARIA, CHILE




/s/
        Ramiro
        González-Prandi                
/s/ Christian Tauber Domínguez
 5.-
        RAMIRO GONZÁLEZ-PRANDI 6.- CHRISTIAN TAUBER DOMÍNGUEZ




both
      on
      behalf of BANCO ITAU CHILE




/s/ Cristián Chauriye
        Cassis              
/s/ Cristián Canales Palacios
 7.-
        CRISTIÁN CHAURIYE CASSIS 8.- CRISTIÁN CANALES PALACIOS




both
      on
      behalf of CORPBANCA




/s/ Héctor Pérez
        Osorio             
/s/ Manuel Sobrino Armada
 9.-
        HÉCTOR PÉREZ OSORIO 10.- MANUEL SOBRINO ARMADA




both
      on
      behalf of SCOTIABANK SUD AMERICANO




/s/ Francisco Pimentel
        Harismendy                   
/s/ Claudia Cortés Silva
 11.-
        FRANCISCO PIMENTEL HARISMENDY 12.-CLAUDIA CORTÉS SILVA




both
      on
      behalf of BANCO SANTANDER-CHILE




/s/ Miguel Núñez Sfeir
 13.-
        MIGUEL NÚÑEZ
        SFEIR




on
      behalf
      of DISTRIBUCIÓN Y SERVICIO D&S S.A.




23