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,


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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.

(i)
"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

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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


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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


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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

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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


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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.


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     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


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     (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


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     (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,


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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.

<PAGE>


     (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.


<PAGE>



     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