Exhibit 4.12



  

 
	Exhibit 4.12




	BOTTLER’S AGREEMENT





	THIS  BOTTLER’S  AGREEMENT  (the  “Agreement”)
effective as of July 1, 1999, is entered into by and between  THE COCA-COLA  COMPANY,  a
company  organized and existing  under the laws of the State of Delaware,  United  States
of  America,  with  main  office at One  Coca-Cola  Plaza,  N.W.,  in the city of
Atlanta,  State of  Georgia,  U.S.A.  (hereinafter referred to as the “Company”)
and PANAMCO-COLOMBIA,  S.A. a company organized  and existing  under the laws of the
Republic of Colombia with main office at Carrera 94 No.  42-94,  Santafé de Bogotá,
D.C.,  Departament  of  Cundinamarca,  Republic  of  Colombia  (hereinafter  referred  to
as the  “Bottler”).





	RECITALS




	 A. 	 Whereas
the Company is devoted to the  manufacture  and sale of certain  concentrates  and
beverage  bases (hereinafter  referred to as “Beverage Bases”) which formulae
are Company’s trade secrets,  and  upon which syrups for  non-alcoholic  beverages
are prepared  (hereinafter  referred to as “Syrups”),  and  it is  also
devoted  to  the  manufacture  and  sale  of  Syrups  used  for  preparing  certain
non-alcoholic  beverages set forth in Appendix I (hereinafter  referred to as  “Beverages”),
offered  for sale in bottles and other containers and other shapes or forms.




	 B. 	 Whereas
the  Company is the owner of such  registered  trademarks  mentioned  in Appendix II
which  cover  such  Beverage  Bases,  Syrups  and  Beverages,  and is also the owner of
several  registered  trademarks  consisting of  Distinctive  Containers  in various sizes
wherein the Beverages  have been  commercialized for many years, as well as the owner of
registered  trademarks consisting of a Dynamic  Ribbon,  used in  publicity  and
marketing  of  some  beverages  (all  such  registered  trademarks,  collectively or
individually, shall be hereinafter referred to as “Registered Trademarks”)




	 C. 	 Whereas
the Company has the  exclusive  right to prepare,  bottle and sell the Beverages as well
as  the exclusive right to manufacture and sell Beverage Bases and Syrups in the Republic
of Colombia.





 
	 	
	 


 

 












	 D. 	 Whereas
the Company  has  designated  and  authorized  certain  third  parties to  manufacture
the  Beverage Basis for their sale to duly appointed bottlers (such third parties
hereinafter  referred to  as “Authorized Suppliers”)




	 E. 	 Whereas
the Bottler has  requested a license from the Company to use the  Registered  Trademarks
as  regards to the preparation and bottling of Beverages and for the  distribution  and
sale of Beverages  in the territory defined and described hereunder.




	 F. 	 The
Company is willing to grant Bottler the requested  license under the terms and
conditions  set  forth herein.





	THEREFORE, the herein-mentioned parties agree as
follows:





	 I. 	 AUTHORIZATION




	 	1. 	 The
Company hereby authorizes Bottler,  and Bottler,  subject to the terms and conditions
contained  herein,  undertakes  to prepare  and bottle the  Beverages  in  Authorized
Containers  as  defined below,  to distribute and sell the same under the  Registered
Trademarks,  in and  within,  but only in and within the  territory  defined  and
described  in  Appendix  III  (hereinafter referred to as the “Territory”).





	 	2.	(a) 	 The  company  shall  approve  for  each  Beverage,  throughout  the  term  of this
Agreement, at its discretion,  the type of container,  its sizes, shapes and other
distinctive features  (hereinafter  referred to as “Authorized  Containers”)
which  Bottler is  authorized  to use  hereunder  as  container  for each  Beverage.  The
listing of  Authorized  Containers  regarding  each  Beverage as of the  effective  date
of this  Agreement,  is  provided  below in  Appendix  IV.  The  company,  by  written
notice to Bottler,  may authorize the same to use  additional  Authorized  Containers in
the preparation, distribution and sale of one or more Beverages.





	 		(b) 	 Pursuant
to  subsection  (c) of this Section 2, the Company  reserves the right to  cancel  its
authorization  regarding  any  Authorized 




 
	 	
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	 		 	Container
for  any of the  Beverages  through  written  notice,  sent  with  six (6)  months  in
advance  to  Bottler.  It is  acknowledged  and  accepted  by parties  hereto  that the
Company  shall  exercise  the  right to cancel its  authorization  in such  manner that
will  enable Bottler to prepare,  bottle,  distribute and sell the Beverages pursuant to
this  Agreement  in at least  one  of the  Authorized  Containers.  In case of such
cancellation,  the  provisions of  Section 30(c) shall apply to containers  respect  to
which the  authorization  has been  cancelled.  Pursuant to  subsection  (c) of  this
Section  2, the  Company  shall not  cancel any  authorization  regarding  an  Authorized
Container  with the sole  purpose  of  granting  to a third  party the  rights to
prepare,  bottle,  distribute  and sell  Beverages  in such  Authorized  Container within
the Territory.





	 		(c) 	 It
is hereby acknowledged and accepted among parties that the preparation,
bottling, distribution and sale system of the Can Beverages contains certain
unique characteristics when compared with the preparation, bottling, distribution
and sale system of Beverages in other containers. In addition, it is acknowledged
and accepted among parties that the Company has a legitimate interest on keeping and
promoting the commercial and economic feasibility of the preparation, bottling,
distribution and sale system of Can Beverages worldwide. Therefore, parties hereto
agree that upon authorization to Bottler to prepare, bottle, distribute and sell
Can Beverages, the Company may cancel, at its absolute discretion and at any
time during the term of this Agreement, its authorization regarding Cans as an
Authorized Container by written notice to Bottler. The Company may decide that the
Bottler has an ongoing relation with the preparation and/or bottling and/or
distribution and sales of Can Beverages. In such event, the Company may enter into
future agreements with Bottler with respect to cross-border manufacturing
(maquila) or bottling for Can Beverages by Bottler, 




 
	 	
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	 		 	including
the  eventual  rights  of  distribution  and  sale  of  Can  Beverages.  It  is
acknowledged  and  accepted  by  Bottler  that  continuity  of  authorizations  or
agreements  with  the  Bottler  regarding  the  preparation,  bottling,  distribution
and/or sales of Can Beverages  shall be at Company’s sole  discretion.





	 		(d) 	 For
the purposes hereof, the term “Can” means and includes:





	 			(1) 	 any
beverage container made totally or partially from metal; or





	 			(2) 	 any
beverage  container  sealed  after being filled with a  non-removable  top; or





	 			(3) 	 any
beverage  container  generally  known  as  can  by  the  soft  drink  industry, wholesale
trade, retail trade and by consumers.





	 	3. 	 The
Schedules  attached  hereto,  if  any,  identify  the  nature  of  supplementary
authorizations  that  might be  granted  from  time to time to  Bottler  pursuant  to
this  Agreement  and  rule  parties’ particular  rights  and  obligations  as to
supplementary  authorizations.





	 II. 	 COMPANY’S
OBLIGATIONS




	 	4. 	 The
Company or the Authorized Suppliers shall sell and deliver to the Bottler such amounts of
Beverage Bases periodically requested by Bottler, to the extent and provided that:




	 		(a) 	 The
Bottler shall  request,  and the Company or the  Authorized  Supplier shall sell and
deliver to  Bottler  only  those  amounts  of  Beverage  Bases  required  and  sufficient
to  implement this Agreement; and




	 		(b) 	 The
Bottler  shall use the  Beverage  Bases  exclusively  for the  preparation  of beverages
in the  manner  prescribed by the Company from time to time,  and the Bottler  undertakes
to abstain  from selling 





 
	 	
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	 		 	Beverage
Bases or Syrups or from  allowing  them to be  held by third parties without Company’s
prior written consent.





	 		 	The
Company  shall retain the  exclusive and sole right at any moment to determine  the
formulae, composition or ingredients for Beverages and Beverage Bases.





	5.  The Company,  throughout the term hereof,
except for the proviso in Section 11, shall abstain from  selling or distributing or
authorizing  third parties to sell or distribute  Beverages  within the Territory  in
Authorized  Containers,  however it reserves the rights to prepare and bottle the
Beverages in Authorized  Containers in the Territory for sale outside the Territory and
to prepare,  bottle,  distribute  and sell or  authorize third parties to prepare,
bottle,  distribute or sell the Beverages in the Territory in any other  manner or form
whatsoever. (NO ES CONTRADICTORIO??)





	 III. 	 BOTTLER’S
OBLIGATIONS CONCERNING THE BEVERAGE COMMERCIALIZATION, FINANCIAL CAPACITY AND PLANNING





	 	6. 	 Bottler
shall have an ongoing  obligation  to develop,  stimulate  and fully  satisfy the  demand
of each  Beverage  within the  Territory.  Therefore,  Bottler  accepts  and agrees  with
the Company:





	 		(a) 	 To
prepare,  bottle,  distribute and sell those amounts required for each Beverage  to
satisfy  fully and in all  respects  any  demand of each  Beverage  within the  Territory;





	 		(b) 	 To
make all  efforts  and employ  all  proven,  practical  and  approved  means to  develop
and  thoroughly  exploit  the  business  potential  to  prepare,  bottle,  commercialize
and  distribute  each  Beverage  throughout  the  Territory  by the  creation,
stimulation  and  continuous  enlargement  of  future  demand  of  each  Beverage and
satisfy fully and in all respects the existing demand;





 
	 	
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	 		(c) 	 To
invest all capital and  undertake all expenses  required for the  organization,
installation,  operation,  maintenance  and  replacement  within the  Territory of  those
manufacture,  storage,  commercialization,  distribution,  delivery,  transportation
facilities  and any other  facilities  and  equipment  required to  implement this
Agreement;





	 		(d) 	 To
sell and  distribute  Beverages in Authorized  Containers  only to retailers or  final
consumers in the  Territory;  however,  Bottler is authorized to distribute  and sell
Beverages in Authorized  Containers to wholesalers in the Territory that  sell only to
retailers in the Territory.  Any other  distribution  method shall be  subject to the
Company’s prior and written approval; and





	 		(e) 	 To
rely on a competent and duly qualified  managerial team and to recruit,  train,  keep and
direct all  personnel  required  and  sufficient  in all respect so as to  comply with
Bottler’s obligations pursuant to this Agreement.





	 	7. 	 Parties
hereto agree that,  in order to develop and  stimulate  demand of each  Beverage,
advertising  and other marketing  activities are required.  Bottler,  therefore  agrees
to  expend any  amounts  for  Beverage  advertising  and  marketing  as  required  to
keep and  increase demand of each Beverage in the Territory.  The Company,  at its full
discretion,  may contribute with such advertising and marketing expenses.  The Company
may also use its  own resources for any  advertising or promotional  activity the Company
deems  appropriate  to conduct in the Territory;  however,  this will not affect in any
manner  whatsoever the  obligations  held by Bottler to invest amounts  necessary for
advertising and marketing of  each  Beverage  so as to  stimulate  and  develop  the
demand  of  each  Beverage  in the  Territory.





	 	8. 	 The
Bottler  shall  submit to the  Company for its prior  approval,  all  advertising  and
promotion related to Registered  Trademarks and Beverages 





 
	 	
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	 	 	and
shall use, publish, keep and  distribute  only  such  advertising  and  promotional
material  related  to  Registered  Trademarks or Beverages, as approved and authorized by
the Company.





	 	9. 	 The
Bottler shall keep consolidated  financial capacity reasonably required to assure that
Bottler is able to comply with its  obligations  hereunder.  The Bottler shall
accurately  keep books,  accounts and records and shall provide the Company, at request
thereof,  with  financial  and  accounting  information  required  to enable  the
Company  determine  the  Bottler’s compliance with its obligations hereunder.





	 	10. 	 The
Bottler agrees:





	 		(a) 	 To
deliver,  once each calendar  year, a program  (hereinafter  called the “Annual
Program”) in  acceptable  form and contents  for the Company.  The Annual  Program
shall  include,  but not be limited  to,  Bottler’s  plans for  commercialization,
administration  and management,  finances,  promotion and advertising,  disclosing  in
detail  the  activities  set forth for the  following  12-month  period or any  other
period the Company may establish.  The Bottler shall diligently  perform the  Annual
Program  and shall  inform on a  quarterly  basis or such other  intervals  indicated by
the Company as to the Annual Program implementation.





	 		(b) 	 To
inform  the  Company  monthly,  or at any  other  intervals  set  forth by the  Company,
the  sales  of each  Beverage  on a  detailed  basis  and  with the data  required by the
Company.





	 	11. 	 The
Bottler  acknowledges that the Company has entered or may enter into contracts similar
to this  Agreement  with third parties  outside the Territory and accepts the
limitations  that such  contracts  may  reasonably  impose to Bottler in the  business
development  in  accordance  hereto.  In  addition,  the Bottler  aggress to develop  its
business in such  manner to avoid  conflicts with 





 
	 	
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	 	 	such
third parties and, in case of conflicts that although  may arise,  it  undertakes  to
make all  reasonable  efforts to solve them on an  friendly  basis.





	 	 	The
Bottler shall not object without valid reason to any additional  measure considered by
the Company as  necessary  and  justified  to protect and improve the  Beverage  sales
and  distribution  systems,  for example,  those that could be adopted concerning the
attention  of big or  special  accounts  which  activity  field  exceeds  the  Territory
boundaries,  inclusive  if such  measures  involve a  restriction  of Bottler’s
rights or  obligations  within the reasonable limits without affecting the essence of
this Agreement.





	 	12. 	 (a)	 The Bottler, upon acknowledgement
      of the significant benefit for itself and for all third parties referred
      to in above Section 11 arising from the uniform external appearance of the
      distribution equipment and other equipment and material used pursuant hereof,
      agrees to accept and apply the rules adopted and issued from time to time
      by the Company for the design and decoration of trucks and other distribution
      vehicles, boxes, cartons, cooling boxes, vending machines and other materials
      and equipment used in the Beverage distribution and sale hereunder.





	 		(b) 	 The
Bottler  further  undertakes to keep and replace such  equipment at reasonably  required
intervals  and to abstain  from using such  equipment to  distribute  or  sell any other
products not identified  with the  Registered  Trademarks,  without  the Company’s
prior written consent.





	 	13.	(a)	 The Bottler may not in any way
      whatsoever, prepare, sell or distribute or cause the sale or distribution
      of Beverages outside the Territory, without the Company’s prior consent.





	 		(b) 	 In
case any of the Beverages  prepared,  bottled,  distributed  or sold by Bottler  were
found  in the  Territory  of other  Company’s  products 





 
	 	
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	 		 	authorized
Bottler  (hereinafter  referred  to  as  “Impaired  Bottler”),  then  in
addition  to  all  remaining remedies available:





	 			1) 	 The
Company,  at its full discretion,  may immediately  cancel to Bottler  the  authorization
of the Authorized  Bottle(s) of the type found in the  Impaired Bottler’s Territory;





	 			2) 	 The
Company  may  charge to  Bottler a  compensatory  amount  for those  Beverages found in
the Impaired Bottler’s  Territory to relieve the loss  of profit,  expenses  and
other  costs  endured by the  Company  and the  Impaired Bottler; and





	 			3) 	 The
Company may purchase any Beverages  prepared,  bottled,  distributed  or sold by Bottler
found in the Impaired  Bottler’s  Territory,  and the  Bottler,  in addition to any
other  obligation it might have  hereunder,  shall  reimburse the Company the cost it has
undertaken in the purchase,  transportation and/or destruction of such Beverages.





	 		(c) 	 In
the event that  Beverages  prepared,  bottled,  distributed or sold by Bottlers  were
found in the Impaired Bottler’s  Territory,  the Bottler shall make available  to
the  Company’s  representatives  all  sales  agreements  and  other  documents
related to such  Beverages  and shall assist the Company  with all  investigations
regarding the sale and distribution of such Beverages outside the Territory.





	 		(d) 	 The
Bottler shall  immediately  inform the Company in case of receipt from a third  party any
purchase  offer or order,  respect to which Bottler may be aware or have  reasons  to
believe  it would  result  in the  commercialization,  sale,  resale,  distribution  or
redistribution  of Beverages  outside the Territory in violation  of this Agreement.





 
	 	
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	 IV. 	 BOTTLER’S
OBLIGATIONS CONCERNING REGISTERED TRADEMARKS





	 	14. 	 Bottler
shall  acknowledge  at any time the  validity of  Registered  Trademarks  and the  Company’s
ownership thereof and shall not challenge at any time the validity or ownership  of
Registered Trademarks.





	 	15. 	 Nothing
contained  herein  shall  grant  Bottler  the  benefit or right  whatsoever  over
Registered  Trademarks or the commercial  reputation  (goodwill)  inherent thereto or
over  labels,  designs,  containers or other visual  representation  thereof, used in
connection  therewith  and Bottler  acknowledges  and agrees that all rights and interest
created for  the use of Trademarks,  labels,  designs,  containers or any other visual
representations  shall  inure to the  benefit  and  ownership  of the  Company.  Parties
hereto  agree and  understand  that  it is a  mere  temporary  permission  extended  to
Bottler  under  this  Agreement,  without this giving rise to any right or interest,  and
without payment of any  right or royalty whatsoever,  for the use of such Registered
Trademarks,  labels, designs,  containers or any other visual  representation  thereof
solely  regarding the preparation,  bottling,  distribution and sale of Beverages in
Authorized Containers; such use should be  made in such  manner and form that all
commercial  reputation  (goodwill)  in  connection  therewith  benefits  the Company as
source and origin of such  Beverages,  and the Company  shall  have  absolute  rights to
decide at all  instances  the  presentation  form of the  Registered  Trademarks  and
such  other  steps  required  or  convenient  to  assure  the  compliance of this Section
15.





	 	16. 	 The
Bottler shall not adopt or use any name,  corporate  name,  commercial  name,  name of
establishment  or any other  commercial  denomination  including  the  words  “Coca-Cola”,
“Coca”,  “Cola”,  “Coke” or any of them or any other name
that might cause confusion or be  likely similar to any graphic or visual  representation
of the  Registered  Trademarks or  any other 





 
	 	
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	 	 	registered
trademark  or  industrial  property  of the  Company,  without  the  Company’s prior
written consent.





	 	17. 	 The
Bottler  agrees with the Company  during the term of this  Agreement and pursuant with
applicable legislation:





	 		(a) 	 Not
to  manufacture,  prepare,  bottle,  distribute,  sell,  deal or relate in any  other
manner with any other  non-alcoholic  beverage  products,  other than those  prepared,
bottled,  distributed  or  sold  by  Bottler  under  the  Company’s  authorization,
unless prior written consent is procured from the Company;





	 		(b) 	 Not
to  manufacture,  prepare,  bottle,  distribute,  sell,  deal or relate in any  other
manner with any other  concentrate,  beverage  base,  syrup or beverage that  might be
easily  confusing with or be deemed as any of the Beverage Bases,  Syrups  or Beverages;





	 		(c) 	 Not
to  manufacture,  prepare,  bottle,  distribute,  sell,  deal or relate in any  other
manner with any other beverage  product under any  commercial  design or any  other
container  reproducing  a commercial  design or container  respect to which  the Company
claims a property  right or asset that might be subject to  confusion  or that might
cause  confusion or that is  perceived  similar by consumers or that  might be
substituted by such commercial design or container;





	 		(d) 	 Not
to  manufacture,  prepare,  bottle,  distribute,  sell,  deal or relate in any  other
manner  with  any  product  under  any  registered  trademark  or  other  denomination
being a  reproduction,  copy,  violation of, or confusingly  similar  to, any of the
Registered Trademarks; and





	 		(e) 	 During
the term of this  Agreement  and for a period of two (2) years  thereafter,  and  upon
acknowledgement  of the  valuable  rights  granted  by the  Company  to  Bottler
pursuant  to  this  Agreement,  not  to 





 
	 	
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	 		 	manufacture,
prepare,  bottle,  distribute,  sell,  deal  with or relate in any  other  manner  with
any  beverage  under the “Cola” name (either  individually  or jointly with any
other word(s)) or  any phonetic interpretation thereof.





	 	 	The
provisions  contained  herein apply not only to the operations  wherein Bottler may be
directly  related,  but also to operations  wherein the Bottler may be indirectly
related  through its  property,  control,  management,  company,  agreement,  covenant or
any other  form,  either  within or outside the  Territory.  The Bottler  undertakes  to
abstain from  acquiring or directly or indirectly  retaining any property  interest in,
or being part of  any  agreement or contract  related to the direction or control of any
person or corporate  entity,  within or outside the Territory that  participates  in any
activities  prohibited  under this Section.





	 	 	Likewise,
regarding  alcoholic beverages with respect to which Bottler may involve during  the term
of this  Agreement,  Bottler  agrees to  conduct  such  business,  or any  aspect
thereof,  that might include to manufacture,  prepare,  bottle,  distribute or sell or
any  other activity related with alcoholic  beverages,  though a different  company and
in such  manner  that it  appears  to public  as an  activity  other  than the  Bottler’s
Beverage  business  as  authorized  herein.  This way,  the Bottler  agrees to conduct
any  business  related with alcoholic  beverages through a different  commercial entity,
including:  (i)  corporate  entity;  (ii) plant or other  physical  structure;  (iii)
sales team (equipo de  personas  o  de  cosas??);  (iv)  machinery  and  vehicles;  and
(v)  other  business  characteristics, unless the Company otherwise authorizes in writing.





	 	18. 	 This
agreement reflects both parties’ mutual interest in the event that:





	 		(a) 	 a
third party,  that in opinion of the Company,  is related directly or indirectly  through
a property  title,  to  exercise  control  or in any other  way,  with the  manufacture,
preparation,  bottling,  distribution  or  sale 





 
	 	
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	 		 	of
any  product  mentioned in above  Section 17, would  acquire or in any way would obtain
control  or any direct or indirect influence in the Bottler’s direction; or





	 		(b) 	 any
natural or  corporate  person that having  majority of  ownership or direct or  indirect
control on Bottler  or  directly  or  indirectly  controlled,  either by  Bottler or any
third party having  control or any direct or indirect  influence on  Bottler’s
management,  gets involved, in Company’s opinion, with the preparation,  bottling,
distribution or sale of any product mentioned in above Section 17.





	 	 	 Then, the Company shall have the right to immediately
      terminate this Agreement unless such third party is conducting such acquisition
      pursuant to subsection (a) mentioned above or the person, entity, firm or
      company referred to in subsection (b) mentioned above, upon written notice
      of the Company of its intention of ending the Agreement as mentioned, agrees
      to discontinue, and effectively proceeds to discontinue, the manufacture,
      preparation, bottling, distribution or sale of such products within a reasonable
      period not exceeding six (6) months as from the date of notice.





	 	19. 	  	 (a)
If the  Company,  for the  purposes of this  Agreement,  requires  pursuant to the
applicable  laws  ruling  industrial  property  registration  and  license,  that
Bottler be recorded as  registered  user or  licensee  of  Registered  Trademarks,  then,
at Company’s  request,  Bottler shall enter into any and all  agreements and  all
such other  documents  required  in order to  establish,  vary or cancel  said
registration.





	 		(b) 	 If
the  public  authority  having  jurisdiction  rejects  the  Company’s  and  the
Bottler’s  application to record Bottler as registered  user or licensee of any of
the Registered  Trademarks  regarding any of the Beverages prepared and bottled by
Bottler  hereunder,  then  the  Company  shall  be  entitled  to  terminate  this
Agreement  or  immediately  cancel  the  authorization  with  respect  to  such
Beverages.





 
	 	
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	 V. 	 BOTTLER’S
OBLIGATIONS CONCERNING BEVERAGE PREPARATION AND BOTTLING





	 	20. 	(a)	 Bottler agrees with Company to
      use, in the preparation of Syrups for each Beverage, only the Beverage Bases
      acquired from the Company or Authorized Suppliers and to use the Syrups
      only for the preparation and bottling of the Beverages under strict observance
      and compliance with the written instructions periodically communicated to
      the Bottler by the Company. The Bottler further agrees with the Company
      that the Beverage preparation, bottling and distribution shall at all times
      be subject to the manufacturing, hygiene and other rules set forth by the
      Company from time to time and to comply with all applicable legal requirements
      and, in addition, Bottler shall at all times allow the Company, its directors,
      agents, representatives or employees any access and inspection of the plant,
      facilities, equipment and methods used by Bottler in the preparation, bottling,
      storage and handling of Beverages to determine whether the Bottler is complying
      with the terms hereof.




	 		(b) 	 The
Bottler,  upon  acknowledgment  about the  importance of identifying  the Beverage
manufacture  source  in  the  market,  agrees  to use  identification  codes  in all
bottling  materials for Beverages,  including the Authorized  Containers and
non-returnable  boxes.  The  Bottler  further  agrees  to  install,  keep and use
machinery  and  equipment required for the application of such identification  codes. The
Company  shall provide from time to time the Bottler with necessary  written
instructions  concerning the forms of  identification  codes that should be used by the
Bottler  and production and sale records that should be kept by the Bottler.





	 		(c) 	 In
the event that the Company  determines  or is aware of any quality or technical  problem
related to any  Beverages or  Authorized 





 
	 	
	 14


 

 













	 		 	Containers
with respect to any  Beverage,  the Company may  require the Bottler to make all
necessary  actions to  immediately  withdraw  such  Beverages  from the market.  The
Company  shall give  notice  to  Bottler  by  phone,  cable,  telex,  telefax  or any
other  immediate  communication  means about its  decision  of  requiring  Bottler to
withdraw  such  Beverages  from the market and the Bottler,  upon  receipt of such
notice,  shall  immediately  suspend the  distribution  of said Beverages and shall take
any other  action that might be requested by the Company in  connection  with the
withdrawal  of said Beverages from the Market.




	 		(d) 	 In
the event that the Bottler  determines or is aware of any quality or technical  problem
related  to any Beverages or Authorized  Containers  with respect to any  Beverages,
then  the Bottler  shall give  immediate  notice to the Company  phone,  cable,  telex,
telefax or any other immediate  communication  means.  Such notice shall include:  (1)
identity  and  quantity of  Beverages  involved,  including  the  Authorized  Containers,
(2) codifying  data,  (3) any other relevant  information  including  such that will help
tracking such Beverages.





	 	21. 	 The
Bottler  must,  at its own  expense,  submit to the  Company  the  samples of Syrups,
Beverages and materials used in the  preparation of Syrups and Beverages,  pursuant to
the  instructions communicated in writing by the Company from time to time.





	 	22. 	(a)	In the Beverage  bottling,  distribution  and sale, the Bottler will only use such
Authorized Containers,  caps, boxes, cartons,  labels and other bottling materials
approved  from time to time by the  Company,  and the Bottler  shall  acquire such  items
only from the  suppliers  authorized  by the  Company to  manufacture  said  items for
use in connection  with the Registered  Trademarks  and  Beverages.  The  Company  shall
make its best  efforts to approve  two or more  suppliers 





 
	 	
	 15


 

 













	 		 	for
such  items,  being  understood that such authorized  suppliers may be located within or
outside the Territory.





	 		(b) 	 The
Bottler  shall  inspect  the  Authorized  Containers,  caps,  boxes,  cartons,  labels
and other  bottling  materials and shall use only those items that meet the  provisions
set forth by the laws  applicable in the Territory,  in addition to the  provisions  and
specifications  provided  by  the  Company.  The  Bottler  shall  independently
undertake  any  liability  regarding  the  use of  such  Authorized  Containers,  caps,
boxes,  cartons,  labels and other bottling  materials to meet  such provisions.





	 		(c) 	 The
Bottler  shall  permanently  keep  sufficient  inventory  of  Authorized  Containers,
caps,  labels,  cartons and other bottling materials to fully satisfy  demand of each
Beverage in the Territory.





	 	23. 	(a) 	The Bottler  acknowledges  that increases of Beverage  demand,  as well as changes  in
the  listing  of  Authorized  Containers,  may  from  time  to  time  require
modifications or other changes with respect to existing  manufacturing,  bottling,
distribution  or direct sale  equipment or may require the purchase of  additional
manufacturing,  bottling,  distribution  or direct  sale  equipment.  The  Bottler
therefore  agrees to make such  modifications  to existing  equipment  and acquire  and
install additional  equipment required with enough  anticipation to enable the
introduction  of new  Authorized  Containers and the  preparation  and bottling of
Beverages pursuant to the Bottler’s  permanent  obligations to develop,  stimulate
and fully satisfy demand for each Beverage in the  Territory.





	 		(b) 	 In
case the Bottler uses returnable  Authorized  Containers in the preparation and  bottling
of  Beverages,  the Bottler  agrees to invest the  necessary  capital and  invest  the
amounts  required  from  time to  time  to  create  and  keep  proper  inventory of
returnable Authorized  Containers.  So as to assure permanent quality  and appearance of
such 





 
	 	
	 16


 

 













	 		 	returnable
Authorized  Container  inventory,  the Bottler  further agrees to replace all or part of
such  inventory of returnable  Authorized  Containers,  to  the  extent  it  is
reasonable  required  and  pursuant  to  the  Bottler’s obligations established
herein.





	 		(c) 	 The
Bottler  agrees not to rebottle or otherwise  reuse any of the  non-returnable
Authorized Containers that were previously used.





	 	24. 	 The
Bottler is the only  responsible  for the compliance of  obligations  hereunder in the
terms set forth by laws and regulations  applicable in the Territory and must
immediately  inform the  Company of any  provision  preventing  or  limiting  in any way
the  Bottler’s  strict compliance with its obligations provided herein.





	 VI. 	 PURCHASE
– SALE CONDITIONS





	 	25. 	 The
Bottler,  shall acquire  Beverage Bases required for the  preparation  and bottling of
Beverages  only from the Company or Authorized  Suppliers,  pursuant to the provisions
set  forth in this Agreement.





	 	26. 	(a) 	The Company,  by communication to Bottler,  reserves the right to establish at its  full
discretion,  the prices for the Beverage  Bases,  including the dispatch and  payment
conditions,  the currency or  currencies  acceptable  for the Company and  its
Authorized  Suppliers  for  payment  and to  appoint  one  or two  Authorized  Suppliers,
the supply  site,  and/or  alternate  supply  sites for each  Beverage  Base.





	 		(b) 	 The
Company  reserves  the right,  to the  fullest  extent  permitted  by the law  applicable
in the  Territory,  to  establish  and  revise,  by written  notice to  Bottler,  the
maximum prices in which each Beverage in the  Authorized  Containers  may be sold by
Bottler  to  retailers  and the  maximum  retail  prices  for each  Beverage.  It is
hereby  acknowledged,  in this  sense,  that  Bottler  may  sell  Beverages to retailers
and 





 
	 	
	 17


 

 













	 		 	authorize
Beverage  retail sales at prices below the  maximum  prices  established  or  revised  by
the  Company  pursuant  to  this  subsection.  The  Bottler  shall  not  increase,
however,  the  maximum  prices  established  and revised by the Company at which the
Beverages in the  Authorized  Containers  may be sold to  retailers  nor  authorize  an
increase in the Beverage  maximum prices without the Company’s prior written
approval.





	 		(c) 	 The
Company  reserves the right,  by written notice to the Bottler,  to change the
Authorized  Suppliers  and to revise from time to time and at any time at its full
discretion,  the prices of any Beverage Bases, the dispatch conditions  (including
supply sites) and the currency or  currencies  acceptable to the Company or to its
Authorized Suppliers.





	 		(d) 	 If
the  Bottler  is not  willing  to pay the price  revised  with  respect  to the  Beverage
Base for the “Coca-Cola” Beverage,  then the Bottler shall given written
notice to the Company  within  thirty (30) days as from  receipt of the  Company’s
notice informing on the revision of the  aforementioned  price. In this case, this
Agreement  shall  terminate  automatically  within three (3) calendar months after
receipt of the Bottler’s notice.





	 		(e) 	 Except
for the proviso in above  subsection  (d) with respect to the Beverage Base  for “Coca-Cola” Beverage,
if the Bottler is not willing to pay the revised price  with  respect  to the  Beverage
Base(s)  for one or more of any other  Beverages,  then the  Bottler  shall so give
notice in writing to the  Company  within  thirty  (30) days at receipt of the  Company’s
written  notice  informing of the revision  of the  mentioned  price  or  prices.  In
this  case,  the  Company,  at its  sole  discretion  and taking  into  account  present
and future  market  circumstances,  shall take any of the  following  actions:  (i) give
notice in writing to Bottler  as to the  termination  of this  Agreement,  in which event
this 





 
	 	
	 18


 

 













	 		 	Agreement
shall  terminate in three (3) calendar  months after the  termination  notice made by the
Company  to  Bottler,  or  (ii)  give  written  notice  to  Bottler  as  to  the
cancellation  of  the  authorization  for  Bottler  regarding  such  Beverage  or
Beverages  respect to which Bottler is not willing to pay the revised price;  such
cancellation  shall be effective  three (3) calendar  months as from the notice of
cancellation  of  authorization(s)  made by  Company  to  Bottler.  In the case of
cancellation  of  authorization  of a  Beverage  or  Beverages  pursuant  to  this
subsection,  the  conditions  of  Section  30 shall  apply  with  respect  to such
Beverage or Beverages  and,  notwithstanding  any  provision  hereof,  the Company  shall
have no additional  obligations  respect to the Bottler in  connection  with  such
Beverage or Beverages for which such  authorizations  have been cancelled and  the
Company  shall have the right to  prepare,  bottle,  distribute  or sell,  or  grant
authorizations  to a third party to prepare,  bottle,  distribute  or sell,  such
Beverage or Beverages in the Territory.





	 		(f) 	 The
Bottler’s  failure to give notice to the Company  regarding the revised price  of
any or more Beverage Bases pursuant to above  subsections  (d) and (e) shall be  deemed
as the Bottler’s acceptance of the revised price.





	 		(g) 	 The
Bottler  undertakes  to collect  and charge to retail  distributors  for each  returnable
Authorized  Container  and each  returnable  boxes  delivered  to such  retailer
distributors,  the deposits that the Company may determine  from time to  time through
written  notice to the Bottler and make all  reasonable and diligent  efforts to recover
empty  returnable  Authorized  Containers  and boxes and, once  they are  recovered,  to
reimburse  or credit  the  deposits  of such  returnable  Authorized  Containers  and
returnable  boxes  having no  damages  and under good  conditions.





 
	 	
	 19


 

 













	 VII. 	 TERM
AND TERMINATION OF THE AGREEMENT





	 	27. 	 This
Agreement  shall be effective as from July 1st, 1999 and shall expire without notice,  on
June 30, 2004, unless early  termination  occurs as provided herein. It is acknowledged
and  agreed  amongst  parties  hereto  that the  Bottler  shall have no right to claim
any  implicit renewal of this Agreement.





	 	 	If
the Bottler has fully  complied with the terms,  covenants,  conditions  and provisions
hereof  during  the  term,  and  the  Bottler  is  capable  for  the  constant
promotion,  development  and  exploitation  of the full potential of the business to
prepare,  bottle,  distribute  and sell each of the  Beverages,  the Bottler may request
an extension of this  Agreement  for an  additional  term of five  (5)  years.  The
Bottler  may  request  such  extension by written  notice to the Company with at least
six (6) months but not more than  twelve (12) months in advance at the  expiration  date
of this  Agreement.  The  Bottler’s  request for such  extension  shall be supported
with the  documentation  the Company might  require,  including  that related to the
Bottler’s  compliance  with the  obligations  set  forth in this Agreement and
including the documentation  confirming the Bottler’s constant  capacity to develop,
stimulate and fully satisfy the demand for each Beverage  within the  Territory. If
Bottler has satisfied, at the Company’s full discretion,  the conditions for  the
extension of this Agreement,  then the Company may agree,  by written  notice,  on the
extension of this Agreement for said additional term.





	 	 	At
the expiration of any of such additional terms,  this Agreement shall  definitively end
without any additional  notice,  and the Bottler shall have no right to claim any
implicit  renewal of this Agreement.





	 	28.	(a) 	This  Agreement  may be  terminated  by the Company or by the Bottler  immediately  and
without any  liability  whatsoever  by written  notice  given by either  party  entitled
to the termination to the other party:





 
	 	
	 20


 

 













	 			(1) 	 If
the Company,  the  Authorized  Suppliers or the Bottler cannot legally  obtain the
foreign  currency  for  remittance  abroad of the  payment of  importations of Beverage
Bases or ingredients or materials  necessary for  the preparation of the Beverage Bases,
Syrups or Beverages; or





	 			(2) 	 If
either  party  hereto is no  longer  in  conformity  with the laws or  regulations
applicable  in the country  where the  Territory  is located  and,  as a  result,  or
resulting  from any  other  law  affecting  this  Agreement,  any of the  material
provisions  provided  herein  cannot be  legally  complied  with or the Syrups cannot be
prepared or the Beverages  cannot be prepared or sold  pursuant  to the  instructions
issued by the  Company in accordance with above  mentioned  Section 20, or if any of the
Beverage  Bases  cannot be  prepared or sold  pursuant  to the  Company’s  formulae
or the rules provided by the latter.





	 		(b) 	 The
Company may  terminate  this  Agreement  immediately  without  any  liability  whatsoever
for damages:





	 			(1) 	 If
Bottler  becomes  insolvent or is declared in cessation of payments or  a  bankruptcy
petition  is filed  against it or on behalf of the Bottler  without it being  suspended
or rejected  within one hundred  twenty (120)  days following the submission  thereof, or
if the Bottler files a request  to liquidate or close its business,  or if its winding up
is requested or  a  judicial  order in this way is issued  against  the  Bottler,  or if
a  receiver,  attachment  officer or judicial  administrator is appointed to  handle the
Bottler’s business,  or if the Bottler enters into judicial or  voluntary
agreements  with  its  creditors,  or  completes  any  similar  arrangement  with them or
a voluntary  assignment of assets in benefit of  creditors is made.





 
	 	
	 21


 

 













	 			(2) 	 In
the event of winding up,  nationalization  or expropriation of Bottler  or in event of
seizure of Bottler’s productive or distribution assets.





	 	29. 	(a) 	This  Agreement  may be  terminated  by the  Company or by the  Bottler if either  party
fails to comply with any of the terms,  provisions  or  conditions  hereof  and fails to
remedy such  failure(s)  within sixty (60) days after said party has  received written
notice  about such failure(s).





	 		(b) 	 In
addition to any other  remedies  the Company may be entitled in virtue  hereof,  if at
any time the  Bottler  no  longer  follows  or  complies  with  instructions  prescribed
by the Company or required by  applicable  laws in the  Territory  for  the  preparation
of  Syrups  or  Beverages,  the  Company  shall be  entitled  to  prohibit the
production  of Syrups or Beverages  until failure to comply has been  remedied at Company’s
satisfaction,  and the Company may require  withdrawal from  the market,  at Bottler’s
expense,  of those  Beverages  not being in  conformity  with or not prepared  pursuant
to such  instructions,  provisions or requirements,  and Bottler,  without delay,  will
comply with such  prohibition  or  requirement.  During the period of such  production
prohibition,  the Company shall be entitled  to suspend  deliveries of Beverage  Bases to
Bottler and shall also have the right  to  provide  or  cause  or  permit  others  to
provide  Beverages  in  Authorized  Containers  in the  Territory.  No  prohibition  or
requirement  may be deemed as  waiver of the  Company’s  rights to  terminate  this
Agreement  pursuant  to this  Section.





	 	30. 	 At
expiration or early  termination of this Agreement or cancellation of the authorization
for one(some) Beverage(s) and then only and with respect to such Beverage(s),  as the
case  may be:





 
	 	
	 22


 

 













	 		(a) 	 The
Bottler  thereafter  shall no  longer  prepare,  bottle,  distribute  or sell  Beverages
or  make  any  use  whatsoever  of  Registered  Trademarks,  Authorized  Containers,
boxes, caps, labels,  bottling material or advertising  material used  or devoted for use
by Bottler  regarding the preparation,  bottling,  distribution  and sale of Beverages;





	 		(b) 	 The
Bottler shall immediately  delete any reference to the Company,  the Beverages  and the
Registered  Trademarks  from the  facilities,  delivery  vehicles,  direct  sales
equipment  and  other  equipment  owned  by the  Bottler  and all  business  stationery
and  all  written,  graphic,  electromagnetic,  digital  or  other  promotional  or
advertising  material  used  or  retained  by  the  Bottler,  and  thereafter,  the
Bottler  shall  not  assert  in any way  whatsoever  it hold any  relationship with the
Company, the Beverages or the Registered Trademarks;





	 		(c) 	 The
Bottler  shall  immediately  deliver to the Company or a third party  pursuant  to the
Company’s  instructions,  all  Beverage  Bases,  Beverages  in  Authorized
Containers,  Authorized  Containers  usable with  Registered  Trademarks or any of  them,
boxes,  caps,  labels,  bottling  materials  and  advertising  material for  Beverages
yet being  possessed  by the  Bottler  or under  control  thereof.  The  Company,  upon
receipt of material according to such  instructions,  shall pay the  Bottler an amount
equal to the market’s  reasonable  value of such  consumables or  materials,
provided that the Company shall only accept and pay those  consumables  and materials
under usable and first class condition.  All Authorized  Containers,  caps,  labels,
container  material and advertising  material  holding the name of  the  Bottler  and
consumables  or  materials  not proper for use  pursuant to the  Company’s
provisions,  shall be destroyed by the Bottler without any cost for the  Company.  In
case  this  Agreement  is  terminated  pursuant  to the  proviso  of  Sections  18 or
28(a)  or as a result  of any of the  circumstances  set  forth in  Section 35 (including
the  termination 





 
	 	
	 23


 

 













	 		 	by
operation of law), or if the Agreement  is  terminated  by the Bottler due to any other
reason  pursuant to or  resulting  from the  application  of  Sections  26 or 29, or by
effect of the  authorization  cancellation for one (some)  Beverage(s)  pursuant to
Section 26(e) or Section 31,  the  Company  shall have the option,  but not the
obligation,  to  purchase  from  Bottler the consumables and materials mentioned above;





	 		(d) 	 All
herein-mentioned  rights  and  obligations,  either  expressly  provided  or  acquired
or being  acquired  by the  use,  custom,  or any  other  manner,  shall  expire,  cease
and  terminate,  with the  exception of the  Bottler’s  obligations  contained in
Sections  13(b) (2) and (b) (3),  14, 15, 16,  17(e),  19(a),  30, 36  (a),  (b),  (c)
and (d) and 37,  all of which  will  continue  in full  force  and  effect.  It is always
understood  that this provision shall not affect any of the  rights  the  Company  may
have  against  the  Bottler  with  respect to claims for  non-payment  of any debt or
obligation  of Bottler with the Company or authorized  suppliers.





	 	31. 	 In
addition to all other  remedies  for Company with respect to any failure by the Bottler
to comply with the terms,  obligations and conditions hereof, if such default only
relates  to the  preparation,  bottling,  distribution  and sale by the Bottler of one or
more, but  not all,  Beverages  then the Company may choose to cancel the  authorizations
granted to  Bottler with respect to such  Beverage or Beverages  pursuant to this
Agreement.  In case  the Company  cancels  authorizations  to Bottler based on this
Section,  the provisions of  Section 30 shall apply with respect to such Beverage or
Beverages,  and the Company shall  have no additional  obligations with the Bottler with
respect to the Beverage or Beverages  which authorizations have been canceled,  and the
Company shall have the right to prepare,  bottle,  distribute  or  sell,  or  grant
authorizations  to a  third  party  as  to  the  preparation,  bottling,  distribution
and  sale  of such  Beverage  or  Beverages  in the  Territory.





 
	 	
	 24


 

 












	 VIII. 	 GENERAL
PROVISIONS





	 	32. 	 It
is acknowledged and accepted between parties hereto that the Company has a legitimate
interest to keep, promote and protect the global performance, efficiency and integrity
of the Company’s products international bottling, distribution and sale
system. It is further acknowledged and accepted between parties hereto that this
Agreement has been entered into by the Company intuitu personae in consideration to the
identity, character and integrity of the owners, controlling parties, and directives
of the Bottler and the Bottler, on its part, guarantees that, prior to the execution
of this Agreement, it has fully revealed to the Company the names of the owners and
third parties holding rights or exercising an effective power, control or direction
on the Bottler. Therefore, the Bottler hereby accepts and undertakes with the Company:





	 		(a) 	 To
abstain from  assigning,  transferring,  pledging or in any way encumbering all  or  part
of  this  Agreement  or any  interest  thereon,  in  favor  of any  third  party(ies),
without the Company’s prior written consent;




	 		(b) 	 To
abstain from  delegating the  performance of this  Agreement,  in whole or in part, to
any third  party(ies), without the Company’s prior written consent;





	 		(c) 	 To
given  prompt  notice to the  Company in the event of or when being  aware of a  third
party’s  action that might result or results in any change of the Bottler’s
property or control;





	 		(d) 	 To
make  available  to the  Company  on a  periodical  basis and at the  Company’s
request,  full records of Bottler’s ownership with precise information  concerning
to any third party(ies) directly or indirectly controlling the same;





 
	 	
	 25


 

 












	 		(e) 	 Insofar
as the Bottler has any legal control over any changes on Bottler’s property or
control,  to  abstain from giving rise, conducting,  consenting, accepting changes,
without the  Company’s prior written consent; and





	 		(f) 	 If
the  Bottler is  organized  as a  partnership,  to abstain  from  changing  the
composition  of such  company by the  admission  of new  partners or  departure of
existing partners, without the Company’s prior written consent.





	 	 	In
addition to the  aforementioned in this Section,  if a change proposed in the Bottler’s
property or control  fully or partially  involves a direct or indirect  transfer to or
the  acquisition  of property or control of Bottler,  by a person or entity  authorized
by the  Company to  manufacture,  sell,  distribute  or in any other way  negotiate  in
any of the  beverages  and/or any  Company’s  registered  trademark  (the  “Acquiring
Bottler”),  the  Company  may  request  all  information  deemed  relevant  of  both
the  Bottler  and the  Acquiring  Bottler  so as to decide  whether  it  accepts  or not
such  change.  In either  circumstance,  parties being acknowledged and admitting the
Company’s  legitimate interest  to keep,  promote and protect the global
performance,  efficiency  and  integrity  of the  Company’s products international
bottling,  distribution and sale system, expressly accept  that the Company is entitled,
when making such  decision,  to consider all factors deemed  pertinent and to apply the
criteria it considers relevant.





	 	 	In
addition,  it is hereby  acknowledged  and agreed amongst parties that the Company,  at
its full  discretion,  may withhold its consent to any change  proposed in the property
or  other  transaction  set forth in this  Section  32, or may  subject  its  consent to
those  conditions it may determine,  at its full  discretion.  Parties  expressly  agree
that any  violation  by Bottler of the  preceding  provision  contained  in this  Section
32,  shall  entitle the Company to  immediately  terminate  this  Agreement;  and, due to
the personal  nature of 





 
	 	
	 26


 

 













	 	 	this
Agreement,  they  agree that the  Company  shall be  entitled  to end this  Agreement  if
any other  third  party(ies)  obtain a direct or  indirect  interest  in the  property or
control of Bottler,  although Bottler has no means to prevent such change, if,  at
Company’s  opinion  such  change may enable  such third  party(ies)  to  exercise
any  influence on the Bottler’s  direction or may substantially  affect the Bottler’s
capacity  to duly perform the terms, obligations and conditions hereof.





	 	33. 	 The
Bottler, prior to the issuance,  offer, sale, transfer,  commercialization or exchange
of its share certificates or any other ownership certificates,  bonds,  obligations or
any  other debt certificate,  or the promotion of the  aforementioned  activities,  must
obtain  written  consent from the Company,  provided that the Bottler uses the name of
the Company  or the  Registered  Trademarks  or any  reference  of its  commercial
relations  with the  Company is made in prospectus,  promotional  material, or other
sales efforts. The Bottler  may not use the Company’s name or the Registered
Trademarks or any other reference to the  relationship  with the Company in prospectus or
advertising  or promotional  material used  with respect to the Bottler’s
acquisition of shares or other  ownership  certificates  in  other company without the
Company’s prior written approval.





	 	34. 	 The
Company  may  assign  any of its  rights  and  delegate  all or part of its duties or
obligations  arising  hereunder to one or more of its subsidiaries or affiliate
companies  by written  notice to Bottler;  provided,  however,  that any delegation of
this sort does  not release the Company from any of its obligations undertaken in virtue
hereof.





	 	 	In
addition,  the Company,  at its full  discretion  and by written notice to the Bottler,
may appoint a third party as  representative  to assure that Bottler shall comply with
its  obligations  pursuant to this  Agreement,  with full  powers to  supervise  the
Bottler’s  performance  and request it the compliance 





 
	 	
	 27


 

 













	 	 	with
all the terms and conditions  hereof.  The  Company may change or revoke such
appointment  at any time by sending  written  notice to  Bottler.





	 	35. 	 Neither
the  Company nor the Bottler  shall be liable for the failure to comply any of its
herein-mentioned obligations whenever such default is caused or resulting from:





	 		(a) 	 Strike,
black list inclusion,  “boycott”,  or trade sanctions arising upon in way
whatsoever.





	 		(b) 	 Act
of God, force majeure,  public  enemies,  legal  provisions or  administrative  acts
(including  withdrawal of any  government  authorization  required by either  party to
comply with the terms hereof),  embargo,  quarantine,  riot, insurrection  or declared or
undeclared war, state of ware or belligerence or risk; or





	 		(c) 	 Any
other circumstance beyond parties’ control.





	 	 	In
case the  Bottler  is  unable  to  perform  its  obligations  as a result of any of the
aforementioned  circumstances  set forth in this  Section and while so  incapacity
status  remains,  the Company and the Authorized Supplies shall be released from their
obligations  set forth  under  Sections 4 and 5. In case such  failure  remains for a
period of six (6)  months or more, either party may terminate this Agreement.





	 	36. 	(a) 	the  Company  reserves  the  sole  and  exclusive  right  to  begin  any  civil,
administrative  or  criminal  proceeding  or action and in general  take or search  any
legal  remedy  available  it  deems  appropriate  for the  protection  of its  reputation
and  industrial  property  rights as well as for the protection of the  Beverage  Bases,
the Syrups and the Beverages and to defend any action  affecting  such  issues.  At the
Company’s  request,  the Bottler  shall  assist any of such  actions.  The Bottler
may not bring any claim against the Company  resulting  from





 
	 	
	 28


 

 













	 		 	such
procedures or actions or for any failure to begin or defend such  procedures  or
actions.  The  Bottler  shall  give  immediate  notice to the  Company  of any
litigation  or proceeding  initiated or  threatening  to affect such matters.  The
Bottler shall not bring any legal or  administrative  procedure  against any third  party
that might affect the  Company’s  interest  without  prior  written  consent
thereof.





	 		(b) 	 The
Company has the exclusive  right and  responsibility  of raising and defending  all
procedures and actions  related with the  Registered  Trademarks.  The Company  may raise
or defend  any of such  procedures  or  actions on its behalf or require  the Bottler to
raise or defend  such  procedures  or actions  either on its behalf  or jointly on behalf
of the Bottler and the Company.





	 		(c) 	 The
Bottler  agrees to consult  with the Company  all  product  liability  claims,
procedures  or  actions  raised  against  the  Bottler  in  connection  with  the
Beverages or Authorized  Containers to conduct the defense and actions  reasonable
instructed  by  the  Company  so as to  protect  the  Company’s  interest  in  the
Beverages,  Authorized  Containers or commercial  reputation (goodwill) associated  to
the Registered Trademarks.





	 		(d) 	 The
Bottler  shall  indemnify  and  compensate  from  all loss or  liability  the  Company,
its affiliates and associates,  and its respective  directors,  managers  and  employees
from and  against  all costs,  damages,  claims,  obligations  and  liabilities  arising
from facts and  circumstances not attributable to the Company  including,  but not
limited to, costs and expenses  incurred in the  settlement or  any transaction  thereof
resulting from the preparation,  bottling,  distribution,  sale or promotion of the
Beverages by the Bottler,  including but not limited to,  the costs  arising upon acts or
omissions, 





 
	 	
	 29


 

 














	 		 	either
negligent or not, by Bottler,  Bottler’s distributors, its suppliers and wholesalers.





	 		(e) 	 The
Bottler  shall obtain and keep in force an insurance  policy from an insurance  company
acceptable  for the Company  providing  full and extended  coverage as to  both the
amount  and risk  covered  with  respect to the  matters  referred  to in  subsection
(d)  above  (including  indemnity  contained  therein)  and  at  the  Company’s
request,  it  shall  submit  proof  of  existence  of  such  insurance.  Compliance  of
Section  36(e)  shall  not  limit  or  release  Bottler  from  its  obligations under
Section 36(d) set forth herein.





	 	37. 	 The
Bottler agrees with the Company that:





	 		(a) 	 It
shall not make any  statements  or  disclosures  to the  public  or  government
authorities  or any other third party  related to the Beverage  Bases,  the Syrups  or
the Beverages, without the Company’s prior written consent;





	 		(b) 	 At
all times,  both during the term and after the  termination of this  Agreement,  it
shall  keep  strict  secrecy  of  any  confidential  information  or  secret  including,
but not  limited  to, the  instructions  and  techniques  for  mixing,  sales,  marketing
and  distribution,  projects and plans  related with the matter  subject to this
Agreement  that the  Bottler  might  receive  from the Company or  otherwise,  and shall
assure that such information  shall be known only and to the  extent it is required by
such  directors,  manager and employees  signing  legally  required  documents wherein
they undertake to keep  confidentiality of the matters  set forth in the Section.





	 		(c) 	 At
the expiration or early  termination of this Agreement,  the Bottler shall make
necessary  arrangements  to  deliver  the  Company  pursuant  to the  instructions
provided by the latter of all  written,  graphic, 





 
	 	
	 30


 

 














	 		 	electromagnetic,
computerized,  digital  or  any  other  materials  containing  any  information  subject
to  the  confidentiality obligation contained herein.





	 	38. 	 In
case any of the  provisions  of this  Agreement is or becomes  legally  ineffective  or
invalid,  the validity or effect of the remaining provisions hereof shall not be
affected;  provided that the  invalidity or  ineffectiveness  of such  provisions  does
not burden or  unduly  prevent the  performance  of this Agreement or impairs the
property or validity of  the Registered  Trademarks.  The right to terminate the
Agreement pursuant to this Section  28(a)(2) shall not be hereby affected.





	 	39.	(a) 	In connection with all matters  mentioned herein,  this Agreement  constitutes the  only
understanding  between the Company and the Bottler.  Any preceding agreements  between
parties  related to like  subjects are hereby  cancelled,  except for the  covenants
entered  into  pursuant  to  Section  19  of  this  Agreement.  It  is  understood,
however,  that any  written  statement  made by the Bottler and taken  into  account by
the Company to enter into this  Agreement  shall remain in force,  thereby binding the
Bottler.





	 		(b) 	 Any
waiver or  amendment,  or  alteration  or  addition to this  Agreement  or any  provision
thereof,  shall not bind the  Company  or the  Bottler  unless  such is  respectively
executed  by  the  Company’s  and  the  Bottler’s  duly  authorized
representatives.





	 		(c) 	 All
written  notices  made for the  purposes of this  Agreement  shall be made by  cable,
telegram,  telex,  personal delivery or certified mail and shall be deemed  delivered at
the date such notice is dispatched,  such certified  letter is placed  on mail,  or the
personal  delivery is effected.  Such  written  notices  shall be  addressed  to the last
known  address  of the  interested  party.  The  change of  address by either party must
be promptly informed in writing to the other party.





 
	 	
	 31


 

 













	 	40. 	 The
Company’s  failure to promptly  exercise any of the rights  granted  hereunder,  or
to  require  strict  compliance  of any  obligation  undertaken  by the Bottler,  shall
not be  deemed as a waiver of such right or the right to demand  subsequent  compliance
of all and  each obligation undertaken by the Bottler under this Agreement.





	 	41. 	 The
Bottler is an independent  contractor and not a Company’s  agent.  The Bottler
accepts  that it shall  neither  declare it is a  Company’s  agent nor it be deemed
as such for any  purpose whatsoever.  Consequently,  it releases the Company from any
claim or compensation  related to the rights set forth in Article  1324 of the Code of
Commerce.  Likewise,  the  Bottler  waives  to  any  right  of  retention  it  could
have  regarding  the  Company’s  procedures, including the proviso in Article 1326
of the mentioned Code.





	 	42. 	 The
headings  contained  herein are only for parties’ convenience  purposes and shall
not  affect the construction of this Agreement.





	 	43. 	 This
Agreement  shall be  interpreted  and construed in  accordance  with the laws of the
Republic of Colombia.





	 	44. 	 The
Appendices and Schedules  attached hereto are incorporated into this Agreement for all
purposes  and  must  be  signed  by  the  Company’s  and  the  Bottler’s
authorized  representatives.





	IN WITNESS WHEREOF, the Company, in
Atlanta, Georgia, U.S.A. and the Bottler in Santafé de Bogotá, Colombia,
have agreed to the execution of this Agreement in three counterparts, through their
authorized representatives.






	 THE COCA-COLA COMPANY 	  	 PANAMCO-COLOMBIA S.A.
	 By:                     Signed                        	    	 By:                     Signed                        
	 Authorized Representative	  	 Authorized Representative
	 Date:  	  	 Date:     





 
	 	
	 32


 

 













	Schedule A




	AUTHORIZATION REGARDING SYRUPS

FOR POST-MIX BEVERAGES



	Place: Santafé de Bogotá 
Date:
August 7, 2003




	Pursuant to the  provisions  of Section 3 of the
Bottler’s  Agreement  entered into  between The  Coca-Cola  Company  (hereinafter
referred to as the  “Company”)  and the Bottler  signing at the end of this
writing,  effective as from July 1st,  1999,  the Company  hereby grants  non-exclusive
authorization  to the Bottler  to prepare, bottle, distribute and sell syrups for the
following Beverages:




	  	COCA-COLA

COCA-COLA LIGHT  
LIFT  
QUATRO  
SPRITE




	(the  mentioned  syrups  shall be  hereinafter
referred  to in this  Schedule A as  “Post-Mix  Syrups”)  to  retailers in the
Territory to serve  Beverages  through  Post-Mix  vending  machines in or beside
retailer  premises  and also to operate  Post-Mix  vending  machines and sell  Beverages
served  therein  directly to  consumers, subject to the following conditions:





	 	a) 	 The
Bottler  shall not sell  Post-Mix  Syrups to retailers in the Territory for use in any
Post-Mix vending machine, or operate any Post-Mix vending machine, unless:




	 		i. 	 There
is a proper drinking water source;




	 		ii. 	 All
Post-Mix  vending  machines are the type  approved by the Company and adjust in all
respects to  hygiene and other sort of  provisions  communicated  by the Company in
writing to  the Bottler concerning the preparation, bottling and sale of Post-Mix Syrups;
and





 
	 	
	 33


 

 











	 		iii. 	 The
Beverages  served  through  Post-Mix  vending  machines  are in  strict  conformity  with
the  instructions  for the  preparation of Beverages from Post-Mix  Syrups as provided
in writing by the Company to the Bottler from time to time.





	 	b) 	 The
Bottler  shall take samples of Beverages  served  through  Post-Mix  vending  machines
operated  by  retailers  to which  Bottler  has  provided  Post-Mix  Syrups or from
those  operated by the Bottler,  pursuant to the instructions  and intervals  informed in
writing  by the  Company  and shall  submit such  samples to the  Company  for
inspection,  at its  expense.





	 	c) 	 The
Bottler, at its own initiative and responsibility,  shall immediately  discontinue the
sale of Post-Mix  Syrups to any  retailers not  complying  with the rules  provided by
the  Company.





	 	d) 	 The
Bottler shall  discontinue  the sale of Post-Mix Syrups to any retailers when informed
by the Company that any of the Beverages  served through Post-Mix vending machines
located  in or beside the  retailer  premises do not comply with the rules  provided by
the Company  for  Beverages or that the  Post-Mix  vending  machines  are not the type
approved by the  Company.





	 	e) 	 The
Bottler agrees:





	 		i. 	 To
sell and distribute  Post-Mix Syrups only in containers  previously approved by  the
Company  and to use in such  containers  only those  labels  approved  by the  Company;
and





	 		ii. 	 To
exercise all  influence  to persuade  retailer to use a common  crystal  glass,  paper
cup or other  container,  approved  by the  Company and with the legends and  graphic
designs  approved  by the  Company  in order  that  Beverages  served  to  customer  are
properly  identified  and  served  in an  attractive  and  hygienic  container.





 
	 	
	 34


 

 














	Except as  amended in this  Schedule,  all
terms,  covenants  and  conditions  contained  in such  Bottler’s  Agreement shall
apply to this supplementary  authorization for the preparation,  bottling,  distribution
and  sale of Post-Mix  Syrups  and, in this  regard,  it is  expressly  agreed  between
parties  that the terms,  conditions and  obligations  for Bottler,  as provided in such
Bottler’s  Agreement,  shall be  incorporated  hereto by reference and, unless the
context provides  otherwise,  the term  “Beverages” shall also refer to  the
term Post-Mix Syrups for the purposes of this supplementary authorization granted to
Bottler.





	Either party upon a ninety (90) day advance
written  notice may terminate this  authorization.  Also, it is  understood  and
accepted  that  this  supplementary  authorization  shall  terminate  automatically  upon
expiration or early termination of such Bottler’s Agreement.





	This authorization  replaces all preceding
authorizations between the Company and the Bottler in connection  with the matter subject
to this Schedule A.







	 PANAMCO-COLOMBIA S.A.	    	 THE COCA-COLA COMPANY 
	 By:                     Signed                        	  	 By:                     Signed                        
	 Authorized Representative	  	 Authorized Representative
	 Date:  Illegible	  	 Date: OCT - 8 2003






 
	 	
	 35


 

 













	Schedule B




	AUTHORIZATION REGARDING PRE-MIX
BEVERAGES




	Place: Santafé de Bogotá 
Date:
August 7, 2003




	Pursuant to the  provisions  of Section 3 of the
Bottler’s  Agreement  entered into  between The  Coca-Cola  Company  (hereinafter
referred to as the  “Company”)  and the Bottler  signing at the end of this
writing,  effective  as from July 1st,  1999,  the  Company  hereby  authorizes  the
Bottler to prepare and bottle the  following Beverages:




	  	COCA-COLA

COCA-COLA LIGHT  
LIFT  
QUATRO  
SPRITE




	(the mentioned Beverages shall be hereinafter
referred to as “Pre-Mix  Beverages”) for the distribution and  sale in
stainless steel containers or such other pressure  containers  (hereinafter  referred to
as “Pre-Mix  Containers”)  as approved by the Company,  to  retailers in the
Territory  operating  mechanical  equipment  (hereinafter  referred to as “Pre-Mix
Vending  Machines”)  of certain type approved by the Company and also  to operate
such Pre-Mix vending  machines and sell Pre-Mix  Beverages  served therein directly to
consumers,  subject to the following conditions:




	 	a) 	 The
Bottler  shall keep  enough  equipment  in all  respects  to fully  satisfy  demand of
Pre-Mix  Beverages in the Territory and to prepare under hygiene and other  provisions
established  by the Company and shall comply with all legal requirements;  and shall
enable the Company  and its officers  access and  inspection  at all times to the
facilities,  equipment  and  methods  used by the  Bottler in the  Pre-Mix  Beverage
preparation  and the  filling and  storage of Pre-Mix  Containers,  to confirm if Bottler
is complying with the conditions 





 
	 	
	 36


 

 














	 	 	of
this  authorization  and the Bottler’s  Agreement,  specially to confirm if the
Bottler is  strictly complying with the provisions set forth by the Company for Pre-Mix
Beverages.





	 	b) 	 The
Bottler shall use in Pre-Mix  Containers  only those labels approved from time to time
by the Company.





	 	c) 	 The
Bottler  shall  assure that when  keeping and  operating  Pre-Mix  Vending  Machines,
retailers  follow the hygiene and other sort of  regulations  set forth by the Company
and  that they comply with the legal requirement.  With this purpose, the Bottler shall
conduct  periodical  inspections  to confirm  that  retailers  comply  with them and
shall  require  retailers to allow the Company to make like  inspections.  The
provisions of this literal  shall apply to Bottler in the maintenance  and operation of
Pre-Mix  Vending  Machines and  the sale of Pre-Mix Beverages served by such equipment
directly to consumers.





	 	(d) 	 The
Bottler  shall not sell  Pre-Mix  Beverages to any  retailer  not  complying  with the
regulations  provided by the Company in the  maintenance  and operation of Pre-Mix
Vending  Machines.





	Except as  amended in this  Schedule,  all
terms,  covenants  and  conditions  contained  in such  Bottler’s  Agreement shall
apply to this supplementary  authorization for the preparation,  bottling,  distribution
and  sale of Pre-Mix  Beverages  and, in this regard,  it is  expressly  agreed  between
parties that the terms,  conditions and obligations  for Bottler,  as provided in such
agreement,  shall be  incorporated  hereto by  reference and, unless the context
provides  otherwise,  the term  “Beverages” shall also refer to the term
Pre-Mix Beverages for the purposes of this supplementary authorization.





	Either party upon a ninety (90) -day advance
written notice may terminate this  authorization.  Also, it is  understood  and  accepted
that  this  supplementary  authorization  shall  terminate  automatically  upon
expiration or early termination of such Bottler’s Agreement.





 
	 	
	 37


 

 













	This authorization  replaces all preceding
authorizations between the Company and the Bottler in connection  with the matter subject
to this Schedule B.







	 PANAMCO-COLOMBIAS.A.	    	 THE COCA-COLA COMPANY 
	 By:                     Signed                        	  	 By:                     Signed                        _
        
	 Authorized Representative	  	 Authorized Representative
	 Date:  Illegible	  	 Date: OCT - 8 2003





 
	 	
	 38


 

 













	Schedule C





	Authorization to sell to
Cruises and International Airlines




	Place: Santafé de Bogotá 
Date:
August 7, 2003




	Pursuant to the  provisions  of Section 3 of the
Bottler’s  Agreement  entered into  between The  Coca-Cola  Company  (hereinafter
referred to as the  “Company”)  and the Bottler  signing at the end of this
writing,  effective  as from July  1st,  1999,  the  Company  hereby  authorizes  the
Bottler  to sell the  Beverages  identified  below to  international  cruises  and(or)
international  airlines in the  following  containers  (hereinafter  and for the
purposes of this  document  the  “Authorized  Containers”)  within the
Territory  (pursuant to the Bottler’s Agreement for its resale in the ships and(or)
in aircrafts:







	 COCA-COLA	     	 NON-RETURNABLE PET BOTTLE 	     	 2.500 ml
	 COCA-COLA LIGHT	  	 NON-RETURNABLE PET BOTTLE 	  	 2.500 ml




	In accordance with the following terms and
conditions:





	 1. 	 This
authorization may be revoked at any time, and can be further terminated  automatically in
case  of termination upon expiration of the term or other reasons set forth in the Bottler’s
Agreement.





	 2. 	 Upon
termination or cancellation  of this  authorization,  the Bottler must suspend  forthwith
the  sale and(or) distribution to the aforementioned international cruises or
international airlines.





	 3. 	 Except
for the matter amended in this Schedule,  all  provisions of the Bottler’s
Agreement  shall  remain fully in force and effect.





	This authorization  replaces all former
authorizations  entered into between the Company and the Bottler as  to the matter
subject to this Schedule C.





 
	 	
	 39


 

 















	 PANAMCO-COLOMBIAS.A.	    	 THE COCA-COLA COMPANY 
	 By:                     Signed                        	  	 By:                     Signed                        
        
	 Authorized Representative	  	 Authorized Representative
	 Date:  Illegible	  	 Date: OCT - 8 2003





 
	 	
	 40


 

 













	COMPLEMENTARY AGREEMENT TO THE
BOTTLER’S AGREEMENT






	
       

      	 Place: Santafé de Bogotá
	
       

      	 Date: November 18, 1999




	Reference  is made to the  Bottler’s
Agreement  entered  into between The  Coca-Cola  Company  (hereinafter  referred to as
the “Company”) and the Bottler signing at the end of this writing,  for a
specific  territory  in Colombia  (hereinafter  the  “Territory”),  effective
as from July 1st, 1999  (hereinafter the “Bottler’s  Agreement”).  The
terms used in this  Complementary  Agreement and defined in the Bottler’s  Agreement
shall  have the meaning allocated thereto in the Bottler’s Agreement.




	Pursuant to Section 32(b) of the Bottler’s
Agreement,  the Bottler undertook to abstain from delegating the  performance  of the
Bottler’s  Agreement,  in whole or in part, to a third party or third  parties,
without  the Company’s prior written consent.  The Company hereby authorizes the
Bottler to delegate,  in whole or in  part, to its  subsidiaries  mentioned below
(hereinafter the “Bottler  Companies”),  the performance of the  obligations
undertaken  under  the  Bottler  Agreement,  provided  that the  performance  of the
Bottler’s  obligations  by the  Bottler  Companies  is  subject  to the  terms  and
conditions  of this  Complementary  Agreement and the Bottler’s Agreement.






	 Bottler Company	  	 Panamco-Industrial
        de Gaseosas S.A. 




	Plants:




	 1. 	 Bogotá Norte.
Domicile: Carrera 94 No. 42-94.




	 2. 	 Bogotá Sur.
Domicile: Autopista Sur No. 77-20.




	 3. 	 Duitama.
Domicile: Calle 20 No. 35-72.




	 4. 	 Cali.
Domicile: Carrera 98 No. 16-95




	 5. 	 Medellín.
Domicile: Diagonal  64A No. 67-180.




	 6. 	 Pereira.
Domicile: Kilómetro 11 Vía a Cerritos.




	 7. 	 Villavicencio.
Domicile: Vía Puerto López Kilómetro 1.5.




	 8. 	 Ibagué.
Domicile: Avda. Mirolindo Vía Parque Deportivo.




	 9. 	 Pasto.
Domicile: Carrera 26, Calle 12 Sur; Avenida Mijitayo





 
	 	
	 41


 

 













	 Bottler Company	  	 Embotelladora
        de Santander S.A.





	Plants:




	Bucaramanga. Domicile: Kilómetro 2 Vía
a Girón  
Cúcuta. Domicile: Avenida El Pórtico No. 44-130 El Resumen 

Barrancabermeja. Domicile: Carretera Circunvalación No. 3-34 






	 Bottler Company	  	 Embotelladora Román
      S.A.





	Plants:




	Cartagena. Domicile: Bosque Diagonal 21
Carretera Principal  
Barranquilla. Domicile: Calle 30 No. 20-10  
Montería. Domicile:
Carrera 3a. No. 18-11  
Valledupar. Domicile: Carrera 9a. No. 7-139 






	
      Bottler Company

      	
       

      	
      Bottling
          of  Huila S.A 

      




	Plant:




	Neiva. Domicile: Carrera 1a. No. 45-05




	Delegation  of  Bottler’s  obligations  to
the  Bottler  Companies  shall  not  release  Bottler  from  its  contractual obligations
undertaken under the Bottler Agreement.





	For the purposes of this  authorization,  the
Company shall specify at its sole  discretion  and through the  relevant  documents,
those  Beverages  that the  Bottler  Companies  are  authorized  to  prepare,  bottle,
distribute  and  sell  in the  Territory,  as  well  as  the  Authorized  Containers  and
other  additional  authorizations in connection to the preparation,  bottling, sale and
distribution of Beverages.  The Bottler  Companies shall not prepare,  bottle, sell or
distribute the Beverages,  nor shall use any of the Authorized  Containers or other forms
or modes not previously approved in writing by the Company.





	The  Bottler  Companies  represent  and  warrant
to the  Company  that they know,  and in the  preparation,  bottling,  sale and
distribution  of Beverages  shall strictly  comply with all the 





 
	 	
	 42


 

 













	terms and conditions of  the Bottler’s
Agreement applicable to the preparation,  bottling,  sale and distribution of Beverages.
It is  expressly agreed between parties to this  Complementary  Agreement that the Bottler’s
terms,  conditions and  obligations,  as provided in the Bottler’s  Agreement,
shall be incorporated  hereto by reference and shall  apply to the Bottler Companies.





	The Bottler  represents and warrants to the
Company that the Bottler Companies are Bottler’s  majority-owned  subsidiary
companies or companies,  directly or indirectly,  controlled by the Bottler. In this
regard, any  change  proposed in the  ownership  or control of the Bottler  Companies
shall be subject to the  Company’s  prior approval.  For the purposes of this
Complementary  Agreement,  control of the Bottler Companies shall  mean the direct or
indirect  position  of the  controlling  power or  influence  in the  Bottler  Companies’ management
and policies through ownership of voting securities, contract or other relation.





	Without  prejudice  to the  commitment  acquired
in this  instrument  by the Bottler  Companies,  due to the  Bottler’s  control
relationship  and share  interest  over such Bottler  Companies,  which element has been
essential to enter into this Complementary  Agreement,  the Bottler undertakes to hold
the Company harmless,  at all times,  from any action or claim of any nature  whatsoever
that might be raised or intended by any of  the Bottler Companies against the Company.





	The Complementary  Agreement shall terminate
automatically,  without  requirement or notice whatsoever upon  expiration or early
termination of the Bottler  Agreement.  It is  specifically  agreed between  parties to
this  Complementary  Agreement that the Company,  at its sole discretion,  through
written notice given with  thirty  (30)  calendar  days in  advance,  shall have the
right to  withdraw  its  authorization  granted to  Bottler so as to delegate to the
Bottler  Companies the  performance  of obligations  undertaken  under this  Bottler
Agreement.  This  Complementary  Agreement shall be construed and interpreted in
accordance with the  laws of the Republic of Colombia.





 
	 	
	 43


 

 













	IN WITNESS WHEREOF, the Company, in
Atlanta, Georgia, U.S.A. and the Bottler in Santafé de Bogotá, Colombia,
have agreed to the execution of this Agreement in three counterparts, through their
authorized representatives.




	THE COCA-COLA COMPANY 

      By:               Signed              

      Authorized Representative





	PANAMCO-COLOMBIA S.A. 

      By:               Signed              

      Authorized Representative





	EMBOTELLADORAS DE SANTANDER S.A. 

      By:               Signed              

      Authorized Representative




	EMBOTELLADORA ROMAN S.A. 

      By:               Signed              

      Authorized Representative




	EMBOTELLADORA DEL HUILA S.A. 

      By:               Signed              

      Authorized Representative




 
	 	
	 44


 

 












	July 1st, 1999







	Messrs.  
PANAMCO-COLOMBIA S.A  
Santafé de
Bogotá D.C.  
Colombia 







	Dear Sirs:





	Reference is made to the Bottler’s
Agreement between The Coca-Cola Company  (hereinafter  referred to as the  “Company”)
and  Panamco-Colombia  S.A.  (hereinafter  referred to as the “Bottler”),
effective as from July  1st,  1999 (hereinafter the “Agreement”):





	 1. 	 In
the course of our recent conversations,  you requested the clarification of section
26(b), which  the Company agreed to do as follows:





	  	The
Company  shall not intent to exercise  the rights set forth in Section  26(b) of the
Agreement  concerning  maximum  prices in such manner it might force the Bottler to no
longer  comply with its  long-term obligations with its stockholders.





	 2. 	 As
to Section 32(b) of the Agreement,  the Company  acknowledges and accepts that the
Bottler shall  perform its  obligation  under the Agreement  through the following
wholly-owned  branch  offices,  which shall cover the specific territories, as described
in the attached schedules:




	  	Embotelladoras
de Santander S.A.  
Embotelladora Román S.A.  
Embotelladora del Huila S.A. 





 
	 	
	 45


 

 












	 3. 	 Pursuant
to Section 29 of the  Agreement,  the Company shall be entitled to terminate the
Agreement  with  respect  to any  specific  portion  of the  territory  served by the
above-mentioned  branch  offices,  whenever such branch offices, at the Company’s
exclusive judgment,  do not satisfy one or  more substantial conditions of the Agreement.





	 4. 	 The
Company  and the  Bottler  agree  that all  remaining  clauses,  terms and  conditions
of the  agreement shall remain unchanged and in full force and effect.





	Very truly yours,





	THE COCA-COLA COMPANY





	                   Signed                    





	Authorized Representative





 
	 	
	 46


 

 












	Letter dated July 1, 1999 IN ENGLISH





 
	 	
	 47


 

 













	Appendix I





	BEVERAGES




	Place: Santafé of Bogotá 
Date:
August 7, 2003




	For the purposes of the  Bottler’s  Agreement
entered into  between The  Coca-Cola  Company and the Bottler  signing  at the end of
this  writing,  effective  as from July  1st,  1999,  the  Beverages  referred  to in
Recital A of such Agreement are:





	  	COCA-COLA 

COCA-COLA LIGHT  
FANTA DURAZNO  
FANTA NARANJA  
FANTA SALPICÓN  
LIFT  
LIFT MANZANA
VERDE  
POWERADE FRUTAS TROPICALES  
POWERADE GREEN SQUALL  
POWERADE LIMA LIMÓN 

POWERADE MANDARINA NARANJA  
POWERADE MOUNTAIN BLAST  
QUATRO  
QUATRO LIMÓN  
SPRITE 

SPRITE LIGHT 




	The  description  of the  Beverages in this
Appendix I replaces all  descriptions  and previous  Appendices  related with the
Beverages for the purposes of Recital A of said Bottler’s Agreement.





 
	 	
	 48


 

 











	 PANAMCO-COLOMBIA S.A.	    	 THE COCA-COLA COMPANY 
	 By:                     Signed                        	  	 By:                     Signed                        
	 Authorized Representative	  	 Authorized Representative
	 Date:  Illegible	  	 Date: OCT - 8 2003





 
	 	
	 49


 

 













	Appendix II





	REGISTERED TRADEMARKS




	Place: Santafé of Bogotá 
Date:
August 7, 2003




	For the  purposes of the  Bottler’s
Agreement  entered  into  between The  Coca-Cola  Company  (hereinafter  referred to as
the  “Company”)  and the Bottler  signing at the end of this writing,
effective as from July  1st,  1999, the Registered Trademarks of the Company referred to
in Recital B of such Agreement are:





	COCA-COLA,  COCA-COLA LIGHT,  COKE, COKE LIGHT,
COCA-COLA DESIGN BOTTLE,  FANTA DESIGN BOTTLE,  LIFT DESIGN  BOTTLE,  QUATRO DESIGN
BOTTLE, SPRITE DESIGN BOTTLE, FANTA, LIFT, POWERADE,  QUATRO,  SPRITE,  including all
transliterations,  applications,  registrations, and copyright of the commercial
presentations, related with  these marks.





	The  description of the  Registered  Trademarks
of this Appendix II replaces all  descriptions  and previous  Appendices related with the
Registered Trademarks for the purposes of Recital B of said Bottler Agreement.










	 PANAMCO-COLOMBIA S.A.	    	 THE COCA-COLA COMPANY 
	 By:                     Signed                        	  	 By:                     Signed                        
	 Authorized Representative	  	 Authorized Representative
	 Date:  Illegible	  	 Date: OCT - 8 2003 





 
	 	
	 50


 

 













	Appendix III





	TERRITORY








		
	  	 	Place: Santafé
      of Bogotá 
	  	 	Date: July 1, 1999 




	For the purposes of the  Bottler’s
Agreement  entered into  between The  Coca-Cola  Company and the Bottler  signing  at the
end of this  writing,  effective  as from July  1st,  1999,  the  Territory  referred  to
in  Section 1 of such Agreement are:





	The  Republic  of  Colombia,  in  accordance
with  the  attached  map,  with  exclusion  of  the  following  territories:





	-  The city of Florencia and the territory
covered by the Department of Caquetá.





	-  The Department of Amazonas.





	- The  population  of Apartadó (Antioquia)
and those  portions of the  Departments  of Antioquia and Chocó encompassed  by an
imaginary  line  starting  at the point  where the  border  line of the  Departments  of
Antioquia and Córdoba  intercepts the Caribbean Sea and continues,  following said
line, to a Northern point  of  La  Granja  (Antioquia);  thereafter  in  straight  line
and  toward  south,  passing  through  Ituando  (Antioquia)  to  Sabanalarga
(Antioquia);  from such point in straight line and toward  south-west  passing  through
Buriticá (Antioquia)  to  Giraldo  (Antioquia);  from such  point  toward
north-west  Cañasgordas  (Antioquia)  in  straight  line  toward  west until
finding  the  Pacific  Ocean.  From such  point  toward  north-west,  to the Panama
border line. From such point toward  north-east,  following the border line until  such
line crosses with the Caribbean Sea.





	The  description  of the Territory in this
Appendix III replaces all  descriptions  and previous  Appendices  related with the
Territory for the purposes of Section 1 of said Bottler Agreement.





 
	 	
	 51


 

 














	 PANAMCO-COLOMBIA S.A.	    	 THE COCA-COLA COMPANY 
	 By:                     Signed                        	  	 By:                     Signed                        
	 Authorized Representative	  	 Authorized Representative
	 Date:  August 12/99	  	 Date:    






 
	 	
	 52


 

 













	Appendix IV





	AUTHORIZED CONTAINERS




	Place: Santafé of Bogotá 
Date:
August 7, 2003




	Pursuant to the  provisions  of Section 2 of the
Bottler’s  Agreement  entered into  between The  Coca-Cola  Company  (hereinafter
referred to as the  “Company”)  and the Bottler  signing at the end of this
writing,  effective  as from July 1st,  1999,  the Company  authorizes  the Bottler to
prepare,  distribute  and sell  Beverages  in the  following  containers,  which  for the
purposes  of said  Bottler’s  Agreement  shall be  regarded as Authorized Containers.






	 COCA-COLA	   	 RETURNABLE GLASS BOTTLE	   	 2 ml.
	 COCA-COLA	  	 RETURNABLE GLASS BOTTLE	  	 350 ml.
	 COCA-COLA	  	 RETURNABLE GLASS BOTTLE	  	 1.000 ml. 
	 COCA-COLA	  	 RETURNABLE PET BOTTLE	  	 1.500 ml.
	 COCA-COLA	  	 RETURNABLE PET BOTTLE	  	 2.000 ml.
	 COCA-COLA	  	 NON-RETURNABLE GLASS BOTTLE	  	 237 ml.
	 COCA-COLA	  	 STRAIGHT WALL NON-RETURNABLE PET
        BOTTLE 	  	 1.650 ml.
	 COCA-COLA	  	 CONTOUR NON-RETURNABLE  PET BOTTLE	  	 2.000 ml.
	 COCA-COLA	  	 CONTOUR NON-RETURNABLE  PET BOTTLE	  	 2.500 ml.
	 COCA-COLA	  	 CONTOUR NON-RETURNABLE  PET BOTTLE	  	 600 ml.
	 COCA-COLA	  	 CAN	  	 355 ml.
	  	  	   	  	  
	 COCA-COLA LIGHT	  	 RETURNABLE GLASS BOTTLE	  	 192 ml.
	 COCA-COLA LIGHT	  	 RETURNABLE GLASS BOTTLE	  	 350 ml.
	 COCA-COLA LIGHT	  	 RETURNABLE PET BOTTLE	  	 1.500 ml.
	 COCA-COLA LIGHT 	  	 RETURNABLE PET BOTTLE	  	 2.000 ml.
	 COCA-COLA LIGHT 	  	 NON-RETURNABLE GLASS BOTTLE	  	 237 ml.
	 COCA-COLA LIGHT 	  	 CONTOUR NON-RETURNABLE  PET BOTTLE	  	 2.000 ml.
	 COCA-COLA LIGHT 	  	 CONTOUR NON-RETURNABLE  PET BOTTLE	  	 600 ml.
	 COCA-COLA LIGHT 	  	 CONTOUR NON-RETURNABLE  PET BOTTLE	  	 2.500 ml.
	 COCA-COLA LIGHT	  	 CAN	  	 355 ml.
	  	  	   	  	  
	 FANTA DURAZNO	  	 RETURNABLE GLASS BOTTLE	  	 192 ml.





 
	 	
	 53


 

 














	 FANTA DURAZNO	  	 RETURNABLE GLASS BOTTLE	  	 350 ml.
	 FANTA DURAZNO	  	 NON-RETURNABLE PET BOTTLE	  	 1.650 ml.
	 FANTA DURAZNO	  	 NON-RETURNABLE PET BOTTLE	  	 2.250 ml.
	  	  	   	  	  
	 FANTA NARANJA	  	 RETURNABLE GLASS BOTTLE	  	 350 ml.
	  	  	   	  	  
	 FANTA SALPICÓN	  	 RETURNABLE GLASS BOTTLE	  	 350 ml.
	  	  	   	  	  
	 LIFT	  	 RETURNABLE GLASS BOTTLE	  	 192 ml.
	 LIFT	  	 RETURNABLE GLASS BOTTLE	  	 350 ml.
	 LIFT	  	 RETURNABLE GLASS BOTTLE	  	 1.000 ml.
	 LIFT	  	 NON-RETURNABLE GLASS BOTTLE	  	 237 ml.
	 LIFT	  	 RETURNABLE PET BOTTLE	  	 1.500 ml.
	 LIFT	  	 NON-RETURNABLE PET BOTTLE	  	 600 ml.
	 LIFT	  	 NON-RETURNABLE PET BOTTLE	  	 1.650 ml.
	 LIFT	  	 NON-RETURNABLE PET BOTTLE	  	 2.250 ml.
	 LIFT	  	 CAN	  	 355 ml.
	  	  	   	  	  
	 LIFT MANZANA VERDE	  	 RETURNABLE GLASS BOTTLE	  	 192 ml.
	 LIFT MANZANA VERDE	  	 RETURNABLE GLASS BOTTLE	  	 350 ml.
	 LIFT MANZANA VERDE	  	 RETURNABLE GLASS BOTTLE	  	 1.000 ml.
	 LIFT MANZANA VERDE	  	 NON-RETURNABLE GLASS BOTTLE	  	 237 ml.
	 LIFT MANZANA VERDE	  	 RETURNABLE PET BOTTLE	  	 1.500 ml.
	 LIFT MANZANA VERDE	  	 NON-RETURNABLE PET BOTTLE	  	 600 ml.
	 LIFT MANZANA VERDE	  	 NON-RETURNABLE PET BOTTLE	  	 1.650 ml.
	 LIFT MANZANA VERDE	  	 NON-RETURNABLE PET BOTTLE	  	 2.250 ml.
	 LIFT MANZANA VERDE	  	 CAN	  	 355 ml.
	  	  	   	  	  
	 POWERADE FRUTAS TROPICALES	  	 NON-RETURNABLE PET BOTTLE	  	 473 ml.
	 POWERADE FRUTAS TROPICALES	  	 NON-RETURNABLE PET BOTTLE	  	 473 ml. practi-cap
	  	  	   	  	  
	 POWERADE GREEN SQUALL	  	 NON-RETURNABLE PET BOTTLE	  	 473 ml.
	 POWERADE GREEN SQUALL	  	 NON-RETURNABLE PET BOTTLE	  	 473 ml.  practi-cap
	  	  	   	  	  
	 POWERADE LIMA LIMÓN	  	 NON-RETURNABLE PET BOTTLE	  	 473 ml.
	 POWERADE LIMA LIMÓN	  	 NON-RETURNABLE PET BOTTLE	  	 473 ml. practi-cap





 
	 	
	 54


 

 













	 POWERADE MANDARINA NARANJA	  	 NON-RETURNABLE PET BOTTLE	  	 473 ml.
	 POWERADE MANDARINA NARANJA	  	 NON-RETURNABLE PET BOTTLE	  	 473 ml. practi-cap
	  	  	   	  	  
	 POWERADE MOUNTAIN BLAST 	  	 NON-RETURNABLE PET BOTTLE	  	 473 ml.
	 POWERADE MOUNTAIN BLAST	  	 NON-RETURNABLE PET BOTTLE	  	 473 ml. practi-cap
	  	  	   	  	  
	 QUATRO	  	 RETURNABLE GLASS BOTTLE	  	 192 ml.
	 QUATRO	  	 RETURNABLE GLASS BOTTLE	  	 350 ml.
	 QUATRO	  	 RETURNABLE GLASS BOTTLE	  	 1.000 ml.
	 QUATRO	  	 RETURNABLE PET BOTTLE	  	 1.500 ml.
	 QUATRO	  	 RETURNABLE PET BOTTLE	  	 2.000 ml.
	 QUATRO	  	 NON-RETURNABLE GLASS BOTTLE	  	 237 ml.
	 QUATRO	  	 NON-RETURNABLE PET BOTTLE	  	 1.650 ml.
	 QUATRO	  	 NON-RETURNABLE PET BOTTLE	  	 2.250 ml.
	 QUATRO	  	 NON-RETURNABLE PET BOTTLE	  	 600 ml.
	 QUATRO	  	 CAN	  	 355 ml.
	 QUATRO LIMÓN	  	 RETURNABLE GLASS BOTTLE	  	 192 ml.
	 QUATRO LIMÓN	  	 RETURNABLE GLASS BOTTLE	  	 350 ml.
	 QUATRO LIMÓN 	  	 RETURNABLE GLASS BOTTLE	  	 1.000 ml.
	 QUATRO LIMÓN 	  	 RETURNABLE PET BOTTLE	  	 1.500 ml.
	 QUATRO LIMÓN 	  	 RETURNABLE PET BOTTLE	  	 2.000 ml.
	 QUATRO LIMÓN 	  	 NON-RETURNABLE GLASS BOTTLE	  	 237 ml.
	 QUATRO LIMÓN 	  	 NON-RETURNABLE PET BOTTLE	  	 1.650 ml. 
	 QUATRO LIMÓN 	  	 NON-RETURNABLE PET BOTTLE	  	 2.250 ml.
	 QUATRO LIMÓN	  	 NON-RETURNABLE PET BOTTLE	  	 600 ml.
	 QUATRO LIMÓN 	  	 CAN	  	 355 ml.
	  	  	   	  	  
	 SPRITE	  	 RETURNABLE GLASS BOTTLE	  	 192 ml.
	 SPRITE	  	 RETURNABLE GLASS BOTTLE	  	 350 ml.
	 SPRITE	  	 RETURNABLE GLASS BOTTLE	  	 1.000 ml.
	 SPRITE	  	 NON-RETURNABLE GLASS BOTTLE	  	 237 ml.
	 SPRITE	  	 RETURNABLE PET BOTTLE	  	 1.500 ml.
	 SPRITE	  	 STRAIGHT WALL NON-RETURNABLE PET BOTTLE 	  	 1.650 ml.
	 SPRITE	  	 RETURNABLE PET BOTTLE	  	 2.000 ml.
	 SPRITE	  	 NON-RETURNABLE PET BOTTLE	  	 2.250 ml.
	 SPRITE	  	 NON-RETURNABLE PET BOTTLE	  	 600 ml.
	 SPRITE	  	 CAN	  	 355 ml.





 
	 	
	 55


 

 














	 SPRITE LIGHT	  	 NON-RETURNABLE GLASS BOTTLE	  	 237 ml.
	 SPRITE LIGHT	  	 NON-RETURNABLE PET BOTTLE	  	 600 ml.
	 SPRITE LIGHT	  	 NON-RETURNABLE PET BOTTLE	  	 1.650 ml.
	 SPRITE LIGHT	  	 NON-RETURNABLE PET BOTTLE	  	 2.250 ml.
	 SPRITE LIGHT	  	 CAN	  	 355 ml.





	This authorization replaces all the previous authorizations
      entered into between the Company and the Bottler in connection with the
      matter subject to this Appendix.

      

      
      

    








	 PANAMCO-COLOMBIAS.A.	     	 THE COCA-COLA COMPANY 
	 By:                     Signed                        	  	 By:                     Signed                        
	 Authorized Representative	  	 Authorized Representative
	 Date:  Illegible	  	 Date: OCT - 8 2003






 
	 	
	 56


 

 













	Appendix V





		
	  	 	Place: Santafé
      of Bogotá 
	  	 	Date: July 1st, 1999 




	Pursuant to the Bottler’s Agreement entered
into between The Coca-Cola Company  (hereinafter  referred to as  the  “Company”)
and the Bottler,  whose  authorized  representative  is signing at the end of this
Appendix,  which  Agreement  is  effective  as from July 1st,  1999,  the  Company
hereby  authorizes  the  Bottler to  prepare,  bottle,  distribute,  sell or
commercialize only such  non-alcoholic  beverages and such packages,  different  from the
Beverages  licensed  under the  aforementioned  Bottler’s  Agreement,  set forth in
the  schedule titled “Own Products” attached to this Appendix and incorporated
hereto  (hereinafter  referred to  as the “Bottler’s Own Products”)





	Except to the MANANTIAL product,  the Bottler
expressly  guarantees to the Company that the sales percentage  of the Bottler’s Own
Products  shall not increase during the term of this Appendix V.





	The Bottler’s  Own Products may only be
sold and  distributed  in  containers  authorized by the Company and  the  territories
set forth in the schedule in this  Appendix.  The production and bottling of the Bottler’s
Own  Products can be made by the Bottler at the  facilities  of any of its  subsidiaries,
provided it keeps  majority of ownership or control thereof.





	It is  acknowledged  and agreed among  Parties
that the  description  of the  Bottler’s  Own  Products,  its  containers  and
territories  for sale and  distribution  in this  Appendix V  substitute  and  replace
all  descriptions  and  previous  Appendices  related to the  Bottler’s  Own
Products for the purposes of Clause  17(a) of the mentioned Bottler Agreement.







	 PANAMCO-COLOMBIAS.A.	    	 THE COCA-COLA COMPANY 
	 By:                      Signed                        	  	 By:                     Signed                        
	 Authorized Representative	  	 Authorized Representative





 
	 	
	 57


 

 













	Translator’s Note: Following is a schedule
of various brands. The translation of words in Spanish appearing in the columns is as
follows:





	Lata: Can





	Vidrio: Glass (material)





	Con gas: with gas





	Botellón: Decanter





	Vaso: glass/cup





	Bidon: Jerry can / barrel





	Bolsa: Bag





 
	 	
	 58