Exhibit 4.3












	Exhibit 4.3 




	valley of Mexico





	(English translation agreed
upon by the parties)





	BOTTLER’S AGREEMENT




	THIS BOTTLER’S AGREEMENT (the
“Agreement”) entered into with effect from June  21, 2003, by and between THE
COCA-COLA COMPANY, a corporation organized and  existing under the laws of the State of
Delaware, United States of America, with  principal offices at One Coca-Cola Plaza, N.W.,
in the City of Atlanta, State of  Georgia, U.S.A. (hereinafter referred to as the
“Company”), and COCA-COLA FEMSA  S.A. DE C.V., a corporation organized and
existing under the laws of Mexico,  with principal offices at Guillermo Gonzalez Camarena
No 600, Colonia Centro de  Ciudad Santa Fe, with Postal Code 01210 Mexico D.F., Mexico,
(hereinafter  referred to as the “Bottler”).




	WITNESSETH:




	WHEREAS,




	
A. 	 The
Company is engaged in the manufacture and sale of certain  concentrates and beverage
bases (hereinafter referred to as the  “Beverage Bases”) the formulae for which
are industrial secrets of the  Company, from which non-alcoholic beverage syrups
(hereinafter referred  to as the “Syrups”) are prepared, and is also engaged in
the  manufacture and sale of the Syrups, which are used in the preparation  of certain
non-alcoholic beverages which are more fully described in  Appendix I (hereinafter
referred to as the “Beverages”) and which are  offered for sale in bottles and
other containers and in other forms or  manners.




	
B. 	 The
Company is the owner of the trade marks set forth in Appendix II  that distinguish the
said Beverage Bases, Syrups and Beverages and is  also the owner of various trade marks
consisting of Distinctive  Containers in various sizes in which the Beverages have been
marketed  for many years and of the trade marks consisting of Dynamic Ribbon  devices
which are used in the advertising and marketing of certain of  the Beverages (all of the
said trade marks being collectively or  severally referred to hereinafter as the
“Trade Marks”).




	
C. 	 The
Company has the exclusive right to prepare, package and sell the  Beverages and the
exclusive right to manufacture and sell the Beverage  Bases and the Syrups in Mexico.




	
D. 	 The
Company has designated and authorized certain third parties to  manufacture the Beverage
Bases for sale to duly appointed bottlers  (said third parties being hereinafter referred
to as “Authorized  Suppliers”).




	
E. 	 The
Bottler has requested a license from the Company to use the Trade  Marks in connection
with the preparation and packaging of the Beverages  and in 





 
	 	

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	Exhibit 4.3 





	  	connection
with the distribution and sale of the Beverages in  and throughout a territory as defined
and described in this Agreement.




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




	NOW, THEREFORE, the parties hereto agree as
follows:




	I. 	 AUTHORIZATION




	 	1. 	 The
Company hereby authorizes the Bottler, and the  Bottler undertakes, subject to the terms
and  conditions contained herein, to prepare and package  the Beverages in Authorized
Containers, as defined  hereinafter, and to distribute and sell the same  under the Trade
Marks, in and throughout, but only in  and throughout, the territory which is defined and
described in Appendix III (hereinafter referred to as  the “Territory”).




	 	2. 	 The
Company shall, during the term of this Agreement,  in its discretion, approve for each of
the Beverages  the container types, sizes, shapes and other  distinguishing
characteristics (hereinafter referred  to as “Authorized Containers”), which
the Bottler is  authorized to use under this Agreement for the  packaging of each of the
Beverages. The list of  Authorized Containers in respect of each of the  Beverages as of
the effective date hereof is set  forth in Appendix IV. The Company may, by giving
written notice to the Bottler, authorize the Bottler  to use additional Authorized
Containers in the  preparation, packaging, distribution and sale of one  or more of the
Beverages.




	 	3. 	 The
Schedules, if any, attached hereto identify the  nature of the supplemental
authorizations which may  be granted from time to time to the Bottler pursuant  to this
Agreement and govern the particular rights  and obligations of the parties in respect of
the  supplemental authorizations.




	 II. 	 OBLIGATIONS OF THE COMPANY




	 	4. 	 The
Company or Authorized Suppliers will sell and  deliver to the Bottler such quantities of
the  Beverage Bases as may be ordered by the Bottler from  time to time provided that:




	 		(a) 	 the
Bottler will order, and the Company or Authorized  Suppliers will sell and deliver to the
Bottler, only  such quantities of the Beverage Bases as may be  necessary and sufficient
to implement this Agreement;  and




	 		(b) 	 the
Bottler will use the Beverage Bases exclusively  for the preparation of the Beverages as
prescribed  from time to time by the Company, and the Bottler  undertakes not to sell the
Beverage 





 
	 	

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	Exhibit 4.3 






	 		 	Bases
or the  Syrups nor permit the same to fall into the hands of  third parties without the
prior written consent of  the Company.




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




	 	5. 	 The
Company, for the term of this Agreement, except as  provided in Clause 11, will refrain
from selling or  distributing or from authorizing third parties to sell or  distribute
the Beverages throughout the Territory in  Authorized Containers reserving the rights,
however, to  prepare and package the Beverages in Authorized Containers in  the Territory
for sale outside the Territory and to prepare,  package, distribute and sell or authorize
third parties to  prepare, package, distribute or sell the Beverages in the  Territory in
any other manner or form. The Company, in  accordance to the territorial principle set
forth in Clause 1  above, shall have the exclusive right to import and export the
Beverages to and from Mexico.




	 III. 	 OBLIGATIONS
OF THE BOTTLER RELATIVE TO MARKETING OF THE BEVERAGES, FINANCIAL CAPACITY AND PLANNING




	 	6. 	 The
Bottler shall have a continuing obligation to develop,  stimulate and satisfy fully the
demand for each of the  Beverages within the Territory. The Bottler therefore  covenants
and agrees with the Company:




	 		(a) 	 to
prepare, package, distribute and sell such quantities of  each of the Beverages as shall
in all respects satisfy fully  every demand for each of the Beverages within the
Territory;




	 		(b) 	 to
make every effort and to employ all proven, practical and  approved means to develop and
exploit fully the potential of  the business of preparing, packaging, marketing and
distributing each of the Beverages throughout the Territory by  creating, stimulating and
expanding continuously the future  demand for each of the Beverages and by satisfying
fully and  in all respects the existing demand therefore;




	 		(c) 	 to
invest all the capital and incur all expenses required for  the organization,
installation, operation, maintenance, and  replacement within the Territory of such
manufacturing,  warehousing, marketing, distribution, delivery, transportation  and other
facilities and equipment as shall be necessary to  implement this Agreement;




	 		(d) 	 to
sell and distribute the Beverages in Authorized Containers  only to retail outlets or
final consumers in the Territory;  provided, however, that the Bottler shall be
authorized to  distribute and sell the Beverages in Authorized Containers to  wholesale
outlets in the Territory who sell only to retail  outlets in the Territory. Any other 




 
	 	

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	Exhibit 4.3 




	 			methods of
distribution  shall be subject to the prior written approval of the Company;  and




	 		(e) 	 to
provide competent and well-trained management, and to  recruit, train, maintain and
direct all personnel required,  sufficient in every respect to perform all of the
obligations  of the Bottler under this Agreement.




	 	7. 	 The
parties agree that, to develop and stimulate  demand for each of the Beverages,
advertising  and other forms of marketing  activities are required. The Bottler agrees,
therefore, to spend such funds for the advertising and marketing of the  Beverages as may
be required to maintain and to increase the demand for each of the Beverages in the
Territory.  The  Company may, in its sole discretion,  contribute to such advertising and
marketing expenditures. The Company may also  undertake at its own expense any
advertising or promotional  activity that the Company deems  appropriate to conduct  in
the Territory,  but this shall in no way affect the  obligations of the Bottler to spend
funds for the advertising  and  marketing of each of the  Beverages so as to stimulate
and develop the demand for each of the  Beverages in the  Territory.




	 	8. 	 The
Bottler shall submit to the Company, for its prior  approval, all advertising and all
promotions relating to the  Trade Marks or the Beverages and shall use, publish, maintain
or distribute only such advertising or promotional material  relating to the Trade Marks
or to the Beverages as the Company  shall approve and authorize.




	 	9. 	 The
Bottler shall maintain the consolidated financial capacity  reasonably necessary to
assure that the Bottler will be  capable of performing its obligations under this
Agreement.  The Bottler shall maintain accurate books, accounts, and  records and shall
provide to the Company, upon the Company’s  request, such financial and accounting
information as shall  enable the Company to determine the Bottler’s compliance with  its
obligations under this Agreement.




	 	10. 	 The
Bottler covenants and agrees:




	 		(a) 	 to
deliver to the Company once in each calendar year a program  (hereinafter referred to as
the “Annual Program”) which shall  be acceptable to the Company as to form and
substance. The  Annual Program shall include but shall not be limited to the  marketing,
management, financial, promotional and advertising  plans of the Bottler showing in
detail the activities  contemplated for the ensuing twelve-month period or such other
period as the Company may prescribe. The Bottler shall  prosecute diligently the Annual
Program and shall report  quarterly or at such other intervals as the 





 
	 	

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	Exhibit 4.3 




	 		 	Company
may  request in connection with the implementation of the Annual  Program.




	 		(b) 	 to
report on a monthly basis, or at such other intervals as  the Company may request, to the
Company sales of each of the  Beverages in such detail and containing such information as
may be requested by the Company.




	 	11. 	 The
Bottler recognizes that the Company has entered into or  may enter into agreements
similar to this Agreement with other  parties outside of the Territory and accepts the
limitations  such agreements may reasonably impose on the Bottler in the  conduct of its
business under this Agreement. The Bottler  further agrees to conduct its business in
such a manner so as  to avoid conflicts with such other parties and, in the event  of
disputes nevertheless arising with such other parties, to  make every reasonable effort
to settle them amicably.




	 	 	The
Bottler will not oppose without valid reason any  additional measures the adoption of
which are considered by  the Company as necessary and justified in order to protect and
improve the sales and distribution system for the Beverages  as, for instance, those
which might be adopted concerning the  supply of large and/or special buyers whose field
of activity  transcends the boundaries of the Territory, even if such  measures should
entail a restriction of the Bottler’s rights  or obligations within reasonable limits not
affecting the  substance of this Agreement.




	 	12.	(a) 	The Bottler, recognizing the important benefit to  itself and all the other parties
referred to in  Clause 11 above of a uniform external appearance of  the distribution and
other equipment and materials  used under this Agreement, agrees to accept and apply  the
standards adopted and issued from time to time by  the Company for the design and
decoration of trucks  and other delivery vehicles, cases, cartons, coolers,  vending
machines, and other materials and equipment  used in the distribution and sale of the
Beverages  under this Agreement.




	 		(b) 	 The
Bottler further agrees to maintain and to replace  such equipment at such intervals as
are reasonably  necessary and to use such equipment to distribute or  sell only the
Beverages and the beverage products  listed in Appendix V; provided that the use of such
equipment with the beverage products listed in  Appendix V does not affect the ability of
the Bottler  to perform under the Agreement.




	 	13.	(a) 	The Bottler shall not, without the prior written  consent of the Company, prepare, sell
or distribute  or cause the sale or 





 
	 	

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	Exhibit 4.3 




	 		 	distribution
in any manner  whatsoever of any of the Beverages outside the  Territory.




	 		(b) 	 In
the event any of the Beverages prepared, packaged,  distributed or sold by the Bottler
are found in the  territory of another authorized bottler of the  products of the company
(hereinafter referred to as  the “Injured Bottler”) then in addition to all
other  remedies available to the Company:




	 			(1) 	 the
Company may in its sole discretion cancel  forthwith the authorization for the Authorized
Container(s) of the type which were found in the  Injured Bottler’s territory;




	 			(2) 	 the
Company may charge the Bottler an amount of  compensation  for the Beverages found in the
Injured  Bottler’s  territory to  include  all lost  profits,  expenses,  and other
costs  incurred  by the  Company and the Injured  Bottler; and




	 			(3) 	 the
Company may purchase any of the Beverages  prepared, packaged, distributed or sold by the
Bottler which are found in the Injured Bottler’s  territory, and the Bottler shall, in
addition to any  other obligation it may have under this Agreement,  reimburse the
Company for the Company’s cost of  purchasing, transporting, and/or destroying such
Beverages.




	 		(c) 	 In
the event that Beverages prepared, packaged,  distributed or sold by the Bottler are
found in the  territory of an Injured Bottler, the Bottler shall  make available to
representatives of the Company all  sales agreements and other records relating to such
Beverages and assist the Company in all  investigations relating to the sale and
distribution  of such Beverages outside the Territory.




	 		(d) 	 The
Bottler shall immediately inform the Company if  at any time any solicitation or offer to
purchase  Beverages is made to the Bottler by a third party  which the Bottler knows or
has reason to believe or  suspect would result in the Beverages being marketed,  sold,
resold, distributed or redistributed outside  the Territory in breach of this Agreement




	 IV. 	 OBLIGATIONS
OF THE BOTTLER RELATIVE TO THE TRADE MARKS




	 	14. 	 The
Bottler shall at all times recognize the validity  of the Trade Marks and the ownership
thereof by the  Company and will not at any time put in issue the  validity or ownership
of the Trade Marks.





 
	 	

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	Exhibit 4.3 




	 	15. 	 Nothing
herein  shall give the Bottler any  interest in the Trade Marks or the  goodwill
attaching  thereto or in any label,  design,  container  or  other  visual
representations  thereof  or used in  connection  therewith,  and the  Bottler
acknowledges and agrees that all rights and interest created through such usage of the
Trade Marks, labels,  designs,  containers  or other visual  representations  shall inure
to the benefit and be the  property of the  Company.  It is  agreed and  understood  by
the parties that there is extended to the Bottler  under this  Agreement a mere
temporary  permission,  uncoupled  with any right or interest,  and without  payment of
any fee or royalty  charge,  to use said  Trade Marks,  labels,  designs,  containers or
other visual  representations  thereof,  only in  connection  with the  preparation,
packaging,  distribution  and sale of the  Beverages in Authorized  Containers,  said use
to be in such  manner and with the result  that all  goodwill  relating  to the same
shall  accrue to the  Company as the source and  origin of such Beverages,  and the
Company shall be absolutely  entitled to determine in every instance the manner of
presentation and such other steps necessary or desirable to secure compliance with this
Clause 15.




	 	16. 	 The
Bottler shall not adopt or use any name,  corporate name, trading name, title of
establishment  or other commercial designation which includes the  words
“Coca-Cola”, “Coca”, “Cola”, “Coke”, or any of
them or any name that is confusingly similar to any  of them or any graphic or visual
representation of  the Trade Marks or any other trade mark or industrial  property owned
by the Company, without the prior  written consent of the Company.




	 	17. 	 The
Bottler covenants and agrees with the Company  during the term of this Agreement and in
accordance  with applicable laws:




	 		(a) 	 Not
to manufacture, prepare, package, distribute,  sell, deal in or otherwise be concerned
with any  other beverage products other than those prepared,  packaged, distributed or
sold by the Bottler under  authority of the Company, other than the Bottler’s  beverage
products and flavors that were in the market  in the Territory as of March 13, 1992, as
shown in  Appendix V. Any changes or additions to Appendix V  must be expressly approved
in writing by the Company.




	 		(b) 	 Not
to manufacture, prepare, package, distribute,  sell, deal in or otherwise be concerned
with any  other concentrate, beverage base, syrup, or beverage  which is likely to be
confused with or passed off for  any of the Beverage Bases, Syrups or Beverages;




	 		(c) 	 Not
to manufacture, prepare, package, distribute,  sell, deal in or otherwise be concerned
with any  other beverage product under any trade dress or in  any container that is an
imitation of a trade dress





 
	 	

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	Exhibit 4.3 




	 		 	or
container in which the Company claims a proprietary interest or which is likely to be
confused or cause confusion or be perceived by consumers as confusingly similar to or bepassed off as such trade dress or container;




	 		(d) 	 Not
to manufacture, prepare, package, distribute,  sell, deal in or otherwise be concerned
with any  product under any trade mark or other designation  that is an imitation, copy,
infringement of, or  confusingly similar to, any of the Trade Marks; and




	 		(e) 	 During
the term of this Agreement and for a period of  two (2) years thereafter, and in
recognition of the  valuable rights granted by the Company to the Bottler  pursuant to
this Agreement, not to manufacture,  prepare, package, distribute, sell, deal in or
otherwise be concerned with any beverage put out  under the name “Cola”
(whether alone or in  conjunction with any other word or words) or any  phonetic
rendering of such word.




	 	 	The
covenants herein contained apply not only to the  operations with which the Bottler may
be directly concerned,  but also to activities with which the Bottler may be  indirectly
concerned through ownership, control, management,  partnership, contract, agreement or
otherwise, and whether  located within or outside of the Territory. The Bottler
covenants not to acquire or hold, directly or indirectly, any  ownership interest in, or
enter into any contract or  arrangement with respect to the management or control of any
person or legal entity, within or outside of the Territory,  that engages in any of the
activities prohibited under this  Clause.




	 	18. 	 This
Agreement reflects the mutual interest of both  parties and in the event that either:




	 		(a) 	 a
third party which is, in the opinion of the  Company, directly or indirectly through
ownership,  control, management or otherwise, concerned with the  manufacture,
preparation, packaging, distribution or  sale of any product specified in Clause 17
hereof,  shall acquire or otherwise obtain control or any  direct or indirect influence
on the management of the  Bottler; or




	 		(b) 	 any
real or legal person having majority ownership or  direct or indirect control of the
Bottler or who is  directly or indirectly controlled either by the  Bottler or by any
third party which has control or  any direct or indirect influence, in the opinion of
the Company, on the management of the Bottler, shall  engage in the preparation,
packaging, distribution or  sale of any products specified in Clause 17 hereof;





 
	 	

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	Exhibit 4.3 




	 	 	then
the Company shall have the right to terminate this  Agreement forthwith unless the third
party making such  acquisition as specified in subclause (a) hereof or the  person,
entity, firm or company referred to in subclause (b)  hereof shall, on being notified in
writing by the Company of  its intention to terminate as aforesaid, agree to discontinue,
and shall in fact discontinue, the manufacture, preparation,  packaging, distribution or
sale of such products within a  reasonable period not exceeding six (6) months from the
date  of notification.




	 	19. 	(a) 	If the Company, for the purposes of this  Agreement, should require that, in accordance
with  applicable laws governing the registration and  licensing of industrial property,
the Bottler be  recorded as a registered user or licensee of the  Trade Marks then, at
the request of the Company, the  Bottler will execute any and all agreements and such
other documents as may be necessary for the purpose  of entering, varying or canceling
the recordation.




	 		(b) 	 Should
the public authority having jurisdiction  refuse any application of the Company and the
Bottler  for recordation of the Bottler as registered user or  licensee of any of the
Trade Marks in respect of any  of the Beverages prepared and packaged by the Bottler
under this Agreement, then the Company shall have the  right to terminate this Agreement
or cancel the  authorization in respect of such Beverages forthwith.




	 V. 	 OBLIGATIONS
OF THE BOTTLER RELATIVE TO THE PREPARATION AND PACKAGING OF THE BEVERAGES




	 	20.	(a) 	The Bottler  covenants  and agrees with the Company to use, in preparing the Syrups for
each of the  Beverages,  only  the Beverage  Bases  purchased  from the Company or
Authorized  Suppliers and to use the Syrups only for the  preparation  and  packaging of
the Beverages in strict  adherence to and  compliance  with the  instructions  issued to
the Bottler from time to time by the Company in writing.  The Bottler further covenants
and agrees  with the Company that in  preparing,  packaging,  and  distributing  the
Beverages the Bottler shall at all  times conform to the manufacturing standards,
hygienic and otherwise,  established from time to time by the  Company and comply with
all legal  requirements,  and the Bottler  shall permit the Company,  its  officers,
agents and designees at all times to enter and inspect the plant, facilities,  equipment
and methods used by  the Bottler in the preparation,  packaging,  storage and handling of
the Beverages to ascertain  whether the  Bottler is complying with the terms of this
Agreement.





 
	 	

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	Exhibit 4.3 




	 		(b) 	 The
Bottler, recognizing the importance of  identifying the source of manufacture of the
Beverages in the market, agrees to use identification  codes on all packaging materials
for the Beverages,  including Authorized Containers and non-returnable  cases. The
Bottler further agrees to install,  maintain and use the necessary machinery and
equipment required for the application of such  identification codes. The Company shall
provide the  Bottler from time to time with necessary instructions  in writing regarding
the forms of the identification  codes to be used by the Bottler and the production  and
sales records to be maintained by the Bottler.




	 		(c) 	 In
the event the Company  determines or becomes aware of the existence of any quality or
other technical  problems relating to  any of the Beverages or Authorized  Containers in
respect of any of the  Beverages,  the Company may require  the  Bottler  to take all
necessary  action  to  withdraw  immediately  any such  Beverages  or  Authorized
Containers from the market. Additionally,  the Company may cancel its authorization
regarding the Authorized  Container(s) that have presented quality or other technical
problems,  or for other reasons in the interest  of the Coca-Cola  System in Mexico,
thus withdrawing the Authorized  Container(s)  from Appendix IV of this  Agreement.  The
Company shall notify the Bottler by telephone,  cable, telex,  telefax, or any other form
of  immediate  communication  of the  decision  by the  Company to require  the  Bottler
to  withdraw  any such  Beverages or Authorized  Containers  from the market or to cancel
any such Authorized  Container(s)  and the  Bottler  shall,  upon receipt of such
notice,  immediately  cease  distribution  of such  Beverages or such  Authorized
Container(s) and take such other action as may be required by the Company in connection
with the  withdrawal of such Beverages from the market or the cancellation of such
Authorized Container(s).




	 		(d) 	 In
the event the Bottler determines or becomes aware  of the existence of quality or other
technical  problems relating to any of the Beverages or  Authorized Containers in respect
of any of the  Beverages, then the Bottler shall immediately notify  the Company by
telephone, cable, telex, telefax, or  any other form of immediate communication. This
notification shall include: (1) identity and  quantities of the Beverages involved,
including the  Authorized Containers, (2) coding data, (3) any other  relevant data
including data that will assist in  tracing such Beverages.




	 	21. 	 The
Bottler shall submit to the Company, at the  Bottler’s expense, samples of the Syrups, of
the  Beverages, and of materials used in the preparation  of the Syrups and the Beverages
in accordance with  such instructions as may be given in writing from  time to time by
the Company.





 
	 	

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	Exhibit 4.3 




	 	22. 	(a) 	In the packaging, distribution and sale of the  Beverages, the Bottler shall use only
such Authorized  Containers, closures, cases, cartons, labels and  other packaging
materials approved from time to time  by the Company, and the Bottler shall purchase such
items only from manufacturers who have been  authorized by the Company to manufacture the
items to  be used in connection with the Trade Marks and the  Beverages. The Company
shall use its best efforts to  approve two or more manufacturers of such items, it  being
understood that said approved manufacturers may  be located within or outside of the
Territory.




	 		(b) 	 The
Bottler shall inspect such Authorized Containers,  closures, cases, cartons, labels and
other packaging  materials and shall use only those items which comply  with the
standards established by applicable laws in  the Territory in addition to the standards
and  specifications prescribed by the Company. The Bottler  shall assume independent
responsibility in connection  with the use of such Authorized Containers, closures,
cases, cartons, labels and other packaging materials  which conform to such standards.




	 		(c) 	 The
Bottler shall maintain at all times a sufficient  stock of Authorized Containers,
closures, labels,  cases, cartons and other packaging materials to  satisfy fully the
demand for each of the Beverages in  the Territory.




	 	23. 	(a) 	The Bottler  recognizes that increases in the demand for the Beverages,  as well as
changes in the list of Authorized  Containers,  may from time to time  require
modifications  or other  changes  in  respect  of its  existing  manufacturing,
packaging,  delivery,  or  vending  equipment  or  require  the  purchase  of  additional
manufacturing,  packaging,  delivery,  or vending  equipment.  The Bottler agrees,
therefore,  to make such  modifications to existing equipment and to purchase and install
such additional  equipment as necessary with  sufficient  lead time to enable the
introduction  of new  Authorized  Containers  and the  preparation  and  packaging  of
the  Beverages  in  accordance  with the  continuing  obligations  of the  Bottler to
develop,  stimulate and satisfy fully every demand for each of the Beverages in the
Territory.




	 		(b) 	 In
the event the Bottler uses returnable Authorized  Containers in the preparation and
packaging of all or  any of the Beverages, the Bottler agrees to invest  the necessary
capital and to appropriate and expend  such funds as may be required from time to time to
establish and maintain an adequate inventory of  returnable Authorized Containers. In
order to ensure  the continuing quality and appearance of the said  inventory of
returnable Authorized Containers, the  Bottler further agrees to replace all or part of
the





 
	 	

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	Exhibit 4.3 




	 		 	said
inventory of returnable Authorized Containers as  may be reasonably necessary and in
accordance with  the obligations of the Bottler hereunder.




	 		(c) 	 The
Bottler agrees not to refill or otherwise reuse  any non-returnable Authorized Containers
that have  been previously used.




	 	24. 	 The
Bottler shall be solely responsible in the  carrying out of its obligations hereunder for
compliance with all regulations and laws applicable  in the Territory and shall inform
the Company  forthwith of any such provision which would prevent  or limit in any way the
strict compliance by the  Bottler with its obligations hereunder.




	 VI. 	 CONDITIONS
OF PURCHASE AND SALE




	 	25. 	 The
Bottler shall, in accordance with the provisions  of this Agreement, purchase the
Beverage Bases  required for the preparation and packaging of the  Beverages only from
the Company or Authorized  Suppliers.




	 	26. 	(a) 	The Company reserves the right by giving notice  to the Bottler to establish in its sole
discretion  the prices of the Beverage Bases, including the  conditions of shipment and
payment and the currency  or currencies acceptable to the Company and its  Authorized
Suppliers in payment and to designate one  or more Authorized Suppliers, the supply
point,  and/or alternate supply points for each of the  Beverage Bases.




	 		(b) 	 The
Company and the Bottler acknowledge and agree  that the maximum prices of the Beverages
to the  retailers should be accessible and competitive, with  the purpose of always
maintaining an adequate balance  among the ratios “volume,” “market
share” and  “profits,” so as to ensure the long-term continuance  of the
business.




	 		(c) 	 The
Company reserves the right by giving written  notice to the Bottler, to change the
Authorized  Suppliers and to revise from time to time and at any  time in its sole
discretion the price of any of the  Beverage Bases, the conditions of shipment (including
the supply point), and the currency or currencies  acceptable to the Company or its
Authorized  Suppliers.




	 		(d) 	 If
the Bottler is unwilling to pay the revised price  in respect of the Beverage Base for
the Beverage  “Coca-Cola,” then the Bottler shall so notify the  Company in
writing within thirty (30) days from  receipt of the written notice from the Company
revising the aforesaid price. In this event, this  Agreement shall terminate
automatically three (3)  calendar months after receipt of the Bottler’s  notification.




 
	 	

	Bottler’s Agreement Page 12




 

 











	Exhibit 4.3 




	 		(e) 	 Except
as provided in subclause  (d) hereof in respect of the Beverage  Base for the Beverage
“Coca-Cola,”  if the Bottler is  unwilling  to pay the  revised  price in
respect of the  Beverage  Base(s)  for any one or more of the other  Beverages,  then the
Bottler shall so notify the Company its writing within thirty (30) days from receipt of
the written notice from the Company revising the aforesaid price or prices.  In this
event, the Company,  in  its discretion and having regard to the present and prospective
circumstances  in the market,  shall either  (i) notify the Bottler in writing that the
Agreement  shall  terminate,  in which event this Agreement shall  terminate  three (3)
calendar  months after the date of the Company’s  notice of termination to the Bottler,
or (ii) notify the Bottler in writing that the Bottler’s  authorization in respect of
that Beverage or those  Beverages for which the Bottler is unwilling to pay the revised
price is cancelled,  such cancellation to be  effective  three  (3)  calendar  months
after the date of the  Company’s  notice  of such  cancellation  of  authorization(s)  to
the Bottler.  In the event of the  cancellation  of an  authorization  of a Beverage or
Beverages  pursuant to this  subclause,  the provisions of Clause 30 shall apply in
respect of that Beverage  or those Beverages,  and,  notwithstanding any other provision
of this Agreement,  the Company shall have no  further  obligation to the Bottler in
respect of that Beverage or those  Beverages for which  authorizations  have been
cancelled, and the Company shall be entitled to prepare, package,  distribute or sell, or
to grant  authorizations  to a third party to prepare,  package,  distribute or sell,
that Beverage or those Beverages  in the Territory.




	 		(f) 	 Any
failure on the part of the Bottler to notify the  Company in respect of the revised price
of any one or  more of the Beverage Bases pursuant to subclauses (d)  and (e) hereof
shall be deemed to be acceptance by  the Bottler of the revised price.




	 		(g) 	 The
Bottler undertakes to collect from or charge to  retail outlets for each returnable
Authorized  Container and each returnable case delivered to the  said retail outlets,
such deposits as the Company may  determine from time to time by giving written notice
to the Bottler, and to make all reasonably diligent  efforts to recover all empty
returnable Authorized  Containers and cases and, upon recovery, to refund or  to credit
the deposits for said returnable Authorized  Containers and cases returned undamaged and
in good  condition.




	 VII. 	 DURATION
AND TERMINATION OF AGREEMENT




	 	27. 	 This
Agreement  shall be  effective  from June 21,  2003,  and the initial ten (10) year term
shall  expire on June 20, 2013,  unless it has been earlier 





 
	 	

	Bottler’s Agreement Page 13




 

 











	Exhibit 4.3 




	 	 	terminated
as provided  herein.  This  Agreement may be extended for  successive ten (10)  year
terms subject to the following  conditions and  procedures:  Eighteen (18) months prior
to the expiration of any  ten (10) year period,  either party may elect for any reason,
with or without cause,  to give notice to the other of  its preliminary intention not to
renew this Agreement.  Said notice,  however, will not be firm until final notice of
non-renewal is given six (6) months thereafter by either party.  During the six (6) month
period between  preliminary  notice and possible  final notice of  non-renewal,  the
parties may  reconsider  and  nonetheless  mutually  agree in  writing to renew the
Agreement  for a further ten (10) year period.  In the event that the decision is not to
renew,  this agreement will definitely terminate and expire for any of the parties at the
end of any such ten (10) year term.




	 	28. 	(a) 	This Agreement may be terminated by the Company  or the Bottler forthwith and without
liability for  damages by written notice given by the party entitled  to terminate to the
other party:




	 			(1) 	 If
the Company, the Authorized Suppliers or the  Bottler cannot legally obtain foreign
exchange to  remit abroad in payment of imports of the Beverage  Bases or the ingredients
or materials necessary for  the manufacture of the Beverage Bases, the Syrups or  the
Beverages; or




	 			(2) 	 If
any part of this Agreement  ceases to be in conformity with the laws or regulations
applicable in the country in which the  Territory  is located and, as a result  thereof,
or as a result of any other laws  affecting  this  Agreement,  any one of the material
stipulations  herein cannot be legally performed or the Syrups  cannot  be  prepared,  or
the  Beverages  cannot  be  prepared  or  sold  in  accordance  with  the  instructions
issued by the Company  pursuant to Clause 20 above,  or if any of the Beverage  Bases
cannot be  manufactured  or sold in accordance  with the  Company’s  formulae or with the
standards  prescribed by it.




	 		(b) 	 This
Agreement may be terminated forthwith by the  Company without liability for damages:




	 			(1) 	 If
the Bottler becomes insolvent, or if a petition in  bankruptcy is filed against or on
behalf of the  Bottler which is not stayed or dismissed within one  hundred and twenty
(120) days, or if the Bottler  passes a resolution for winding up, or if a winding  up or
judicial management order is made against the  Bottler, or if a receiver is appointed to
manage the  business of the Bottler, or if the Bottler enters  into any judicial or
voluntary scheme of composition  with 





 
	 	

	Bottler’s Agreement Page 14




 

 











	Exhibit 4.3 




	 			 	its creditors
or concludes any similar  arrangements with them or makes an assignment for the  benefit
of creditors; or





	 			(2) 	 In the event of the Bottler’s dissolution,
      nationalization or expropriation, or in the event of the confiscation of
      the production or distribution assets of the Bottler. 




	 	(a) 	This Agreement may also be terminated
      by the Company or the Bottler if the other party fails to observe any one
      or more of the terms, covenants, or conditions of this Agreement, and fails
      to remedy such default(s) within sixty (60) days after such party has been
      given written notice of such default(s).




	 		(b) 	 In
addition to all other remedies to which the Company may be entitled  hereunder,  if at
any time the Bottler fails to follow  the  instructions  or to maintain the standards
prescribed by the Company or required by applicable laws in  the  Territory  for the
preparation  of the Syrups or the  Beverages,  the Company  shall have the right to
prohibit  the  production  of the  Syrups or the  Beverages  until the  default  has been
corrected  to the  Company’s satisfaction,  and the Company may demand the withdrawal
from the trade, at the Bottler’s expense,  of any Beverages not in conformity with or not
manufactured in conformity with such instructions,  standards  or requirements,  and the
Bottler shall promptly comply with such  prohibition or demand.  During the period  of
such prohibition of production the Company shall be entitled to suspend  deliveries of
the Beverage Bases  to the Bottler and shall also be entitled to supply,  or to cause or
permit others to supply,  the Beverages  in Authorized  Containers in the Territory.  No
prohibition or demand shall be deemed a waiver of the rights  of the Company to terminate
this Agreement pursuant to this Clause.




	 	30. 	 Upon
the expiration or earlier termination of this  Agreement or upon cancellation of the
authorization  for a Beverage(s) and then only in respect of that  Beverage(s), as the
case may be:




	 		(a) 	 the
Bottler shall not thereafter prepare, package,  distribute, or sell the Beverages or make
any use of  the Trade Marks, Authorized Containers, cases,  closures, labels, packaging
materials or advertising  material used or which are intended for use by the  Bottler in
connection with the preparation,  packaging, distribution and sale of the Beverages;




	 		(b) 	 the
Bottler shall forthwith eliminate all references  to the Company, the Beverages and the
Trade Marks  from the premises, delivery vehicles, vending and  other equipment of the
Bottler, and from all business  stationery and all written, graphic, electromagnetic,




 
	 	

	Bottler’s Agreement Page 15




 

 











	Exhibit 4.3 




	 		 	digital
or other promotional or advertising materials  used or maintained by the Bottler, and the
Bottler  shall not thereafter hold forth in any manner  whatsoever that the Bottler has
any connection with  the Company, the Beverages or the Trade Marks;




	 		(c) 	 The
Bottler  shall  forthwith  deliver to the Company or a third party in  accordance  with
such  instructions  as the Company  shall give, all of the Beverage Bases,  Beverages in
Authorized  Containers,  usable  Authorized  Containers  bearing the Trade  Marks or any
of them,  cases,  closures,  labels,  packaging  materials  and  advertising  material
for the Beverages  still in the Bottler’s  possession or under its control,  and the
Company shall,  upon  delivery  thereof  pursuant to such  instructions,  pay to the
Bottler a sum equal to the  reasonable  market  value of such  supplies or  materials,
provided  that the Company will accept and pay for only such  supplies or materials as
are in first-class and usable  condition;  and provided further that all Authorized
Containers,  closures, labels, packaging materials and advertising materials bearing the
name of the Bottler  and any such supplies and materials  which are unfit for use
according to the Company’s  standards  shall be  destroyed by the Bottler  without  cost
to the Company;  and provided  further  that,  if this  Agreement is  terminated  in
accordance  with  the  provisions  of  Clauses  18 or  28(a)  or as a  result  of any of
the  contingencies  provided in Clause 35  (including  termination  by operation of law),
or if the Agreement is  terminated  by the Bottler for any reason other than in
accordance  with or as a result of the operation of  Clauses 26 or 29, or upon the
cancellation of the authorization  for a Beverage(s)  pursuant to Clause 26(e)  or Clause
31, the  Company  shall have the  option,  but no  obligation,  to  purchase  from the
Bottler the  supplies and materials referred to above; and




	 		(d) 	 all
rights and obligations hereunder, whether  specifically set out or whether accrued or
accruing  by use, conduct or otherwise, shall expire, cease and  end, excepting all
provisions concerning the  obligations of the Bottler as set forth in Clauses  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
shall  continue in full force and effect. Provided always  that this provision shall not
affect any right the  Company may have against the Bottler in respect of  any claim for
nonpayment of any debt or account owed  by the Bottler to the Company or its Authorized
Suppliers.




	 	31. 	 In
addition  to all other  remedies  of the  Company in respect of any  breach by the
Bottler of the terms,  covenants,  and  conditions of this Agreement and where such
breach relates only to the preparation,  packaging, distribution and sale  by the Bottler
of one or more but not all of the  Beverages  then the Company may elect to cancel the
authorizations





 
	 	

	Bottler’s Agreement Page 16




 

 











	Exhibit 4.3 




	 	 	granted
to the Bottler pursuant to this Agreement in respect only of that Beverage or those
Beverages.  In the event  of the  cancellation  by the Company of  authorizations  to the
Bottler  pursuant to this Clause,  the  provisions of  Clause 30 shall  apply in  respect
of that  Beverage  or those  Beverages,  and the  Company  shall  have no further
obligations  to the Bottler in respect of that Beverage or those  Beverages in respect of
which  authorizations  have  been  cancelled,  and  the  Company  shall  be  entitled  to
prepare,  package,  distribute  or  sell,  or to  grant  authorizations  to a third
party  in  connection  with the  preparation,  packaging,  distribution  and sale of that
Beverage or those Beverages in the Territory.




	 VIII. 	 GENERAL
PROVISIONS




	 	32. 	 It
is  recognized  and  acknowledged  between the parties  hereto  that the  Company has a
vested and  legitimate  interest in  maintaining,  promoting  and  safeguarding  the
overall  performance,  efficiency  and  integrity  of the  Company’s  international
bottling,  distribution,  and sales system.  It is further  recognized  and  acknowledged
between the  parties  hereto that this  Agreement has been entered into by the Company
intuitu  personae and in reliance upon the  identity,  character and integrity of the
owners,  controlling  parties, and managers of the Bottler, and the Bottler  warrants
having made to the Company prior to the execution  hereof a full and complete  disclosure
of the owners and  of any third parties  having a right to, or power of, control or
management of the Bottler.  The Bottler,  therefore,  covenants and agrees with the
Company:




	 		(a) 	 Not
to assign, transfer, pledge or in any way  encumber this Agreement or any interest herein
or  rights hereunder, in whole or in part, to any third  party or parties, without the
prior written consent  of the Company;




	 		(b) 	 Not
to delegate performance of this Agreement, in  whole or in part, to any third party or
parties,  without the prior written consent of the Company;




	 		(c) 	 To
notify the Company promptly in the event of or  upon obtaining knowledge of any third
party action  which may or will result in any change in the  ownership or control of the
Bottler;




	 		(d) 	 To
make available from time to time and at the  request of the Company complete records of
current  ownership of the Bottler and full information  concerning any third party or
third parties by whom  it is controlled directly or indirectly;




	 		(e) 	 To
the extent the Bottler has any legal control over  changes in the ownership or control of
the Bottler,  not to initiate or implement, 





 
	 	

	Bottler’s Agreement Page 17




 

 











	Exhibit 4.3 




	 		 	consent
to or acquiesce  in any such change without the prior written consent  of the Company; and




	 		(f) 	 If
the Bottler is organized as a partnership, not to  change the composition of such
partnership by the  inclusion of any new partners or the release of  existing partners
without the prior written consent  of the Company.




	 	 	In
addition to the foregoing provisions of this Clause, if a  proposed change in ownership
or control of the Bottler  involves a direct or indirect transfer to or acquisition of
ownership or control of the Bottler, in whole or in part, by a  person or entity
authorized or licensed by the Company to  manufacture, sell, distribute or otherwise deal
in any  beverage products and/or any trademarks of the Company (the  “Acquiror
Bottler”), the Company may request any and all  information it considers relevant
from both the Bottler and  the Acquiror Bottler in order to make its determination as to
whether to consent to such change. In any such circumstances,  the parties hereto,
recognizing and acknowledging the vested  and legitimate interest of the Company in
maintaining,  promoting and safeguarding the overall performance, efficiency  and
integrity of the Company’s international bottling,  distribution and sales system,
expressly agree that the  Company may consider all and any factors, and apply any
criteria that it considers relevant in making such  determination.




	 	 	It
is further recognized and agreed between the parties hereto  that the Company, in its
sole discretion, may withhold consent  to any proposed change in ownership or other
transaction  contemplated in this Clause 32, or may consent subject to such  conditions
as the Company, in its sole discretion, may  determine. The parties hereto expressly
stipulate and agree  that any violation by the Bottler of the foregoing covenants
contained in this Clause 32 shall entitle the Company to  terminate this Agreement
forthwith; and, furthermore, in view  of the personal nature of this Agreement, that the
Company  shall have the right to terminate this Agreement if any other  third party or
third parties should obtain any direct or  indirect interest in the ownership or control
of the Bottler,  even when the Bottler had no means to prevent such a change,  if, in the
opinion of the Company, such change either enables  such third party or third parties to
exercise any influence  over the management of the Bottler or materially alters the
ability of the Bottler to comply fully with the terms,  obligations and conditions of
this Agreement.




	 	33. 	 The
Bottler  shall,  prior to the issue,  offer,  sale,  transfer,  trade or  exchange of any
of its shares of stock or other  evidence of ownership,  its bonds, debentures or other
evidence of indebtedness,  or the promotion of the sale of the  above, or stimulation or
solicitation of the purchase or an offer to sell thereof,  obtain the written consent of
the  Company  whenever the Bottler uses in this  connection the name of the Company or
the Trade Marks or any  description  of the business relationship with the Company in any
prospectus,  advertisement,  or other sales efforts. The Bottler  shall not use the name
of the Company or the Trade 




 
	 	

	Bottler’s Agreement Page 18




 

 











	Exhibit 4.3 




	 	 	Marks
or any  description  of the business  relationship  with the  Company in any prospectus
or advertisement  used in connection with the Bottler’s  acquisition of any shares or
other  evidence of ownership in a third party without the Company’s prior written
approval.




	 	34. 	 The
Company may assign any of it rights and delegate all or any of its duties or  obligations
under this  Agreement to one or  more of its subsidiaries or related companies upon
written notice to the Bottler;  provided,  however,  that any such  delegation shall not
relieve the Company from any of its contractual  obligations under this Agreement.  In
addition,  the  Company  in its sole  discretion  may,  through  written  notice to the
Bottler,  appoint  a third  party as it  representative  to ensure that the Bottler
carries out its  obligations  under this  Agreement,  with full powers to  oversee the
Bottler’s  performance  and to require from the Bottler its compliance  with all the
terms and conditions  of this  Agreement.  The Company may change or retract  such
appointment  at any time by written  notice sent to the  Bottler.




	 	35. 	 Neither
the Company nor the Bottler shall be liable  for failure to perform any of their
obligations  hereunder when such failure is caused by or results  from:




	 		(a) 	 Strike,
blacklisting, boycott or sanctions, however  incurred;




	 		(b) 	 Act
of God, force majeure, public enemies, authority  of law and/or legislative or
administrative measures  (including the withdrawal of any government  authorization
required by any of the parties to carry  out the terms of this Agreement), embargo,
quarantine, riot, insurrection, a declared or  undeclared war, state of war or
belligerency or  hazard or danger incident thereto; or




	 		(c) 	 Any
other cause whatsoever beyond their control.




	 	 	In
the event of the Bottler being unable to perform its  obligations as a consequence of any
of the contingencies set  forth in this Clause, and for the duration of such inability,
the Company and Authorized Suppliers shall be relieved of  their obligations under
Clauses 4 and 5; and provided that, if  any such failure by either party shall persist
for a period of  six (6) months or more, either of the parties hereto may  terminate this
Agreement.




	 	36. 	(a) 	The Company reserves the sole and exclusive right to institute any civil,  administrative
or criminal  proceedings or  action,  and generally to take or seek any available legal
remedy it deems desirable,  for the protection of  its reputation  and industrial
property 




 
	 	

	Bottler’s Agreement Page 19




 

 












	Exhibit 4.3 




	 		 	rights
as well as for the  protection of the Beverage  Bases,  the  Syrups and the Beverages and
to defend any action  affecting  these matters.  At the request of the Company,  the
Bottler will render  assistance  in any such action.  The Bottler  shall not have any
claim  against the  Company  as a result  of such  proceedings  or  action  or for any
failure  to  institute  or  defend  such  proceedings  or action.  The Bottler shall
promptly  notify the Company of any  litigation  or  proceedings  instituted  or
threatened  affecting  these  matters.  The  Bottler  shall  not  institute  any  legal
or  administrative  proceedings  against any third party which may affect the  interests
of the Company  without  the prior written consent of the Company.




	 		(b) 	 The
Company has the sole and exclusive right and  responsibility to initiate and defend all
proceedings and  actions relating to the Trade Marks. The Company may initiate  or defend
any such proceedings or actions in its own name or  require the Bottler to institute or
defend such proceedings or  actions either in its own name or in the joint names of the
Bottler and the Company.




	 		(c) 	 The
Bottler agrees to consult with the Company on all product  liability claims, proceedings
or actions brought against the  Bottler in connection with the Beverages or Authorized
Containers and to take such action with respect to the defense  of any such claim or
lawsuit as the Company may reasonably  request in order to protect the interest of the
Company in the  Beverages, the Authorized Containers or the goodwill  associated with the
Trade Marks.




	 		(d) 	 The
Bottler shall indemnify and hold harmless the Company, its  affiliates, and their
respective officers, directors and  employees from and against all cost, expenses,
damages,  claims, obligations and liabilities whatsoever arising from  fact or
circumstances not attributable to the Company  including, but not limited to, all cost
and expenses incurred  in settling or compromising any of the same arising out of the
preparation, packaging, distribution, sale or promotion of the  Beverages by the Bottler,
including, but not limited to, all  costs arising out of the act or default, whether
negligent or  not, of the Bottler, the Bottler’s distributors, suppliers and  wholesalers.




	 		(e) 	 The
Bottler shall obtain and maintain a policy of insurance  with insurance carriers
satisfactory to the Company giving  full and comprehensive coverage both as to amount and
risks  covered in respect of matters referred to in subclause (d)  above (including the
indemnity contained therein) and shall on  request produce evidence satisfactory to the
Company of the  existence of such insurance. Compliance with this Clause 36(e)  shall not
limit or relieve the Bottler from its obligations  under Clause 36(d) hereof.





 
	 	

	Bottler’s Agreement Page 20




 

 











	Exhibit 4.3 




	 	37. 	 The
Bottler covenants and agrees with the Company:




	 		(a) 	 that
it will make no representations or disclosures to public  or government authorities or to
any other third party relating  to the Beverage Bases, the Syrups or the Beverages
without the  prior written consent of the Company;




	 		(b) 	 that
it will at all times, both during the continuance and  after termination of this
Agreement, keep strictly  confidential all secret and confidential information
including, without limiting the generality of the foregoing,  mixing instructions and
techniques, sales, marketing and  distribution information, projects and plans relating
to the  subject matter of this Agreement which the Bottler may receive  from the Company
or in any other manner and to ensure that  such information shall be made known on a
need-to-know basis  only to those officers, directors and employees bound by  reasonable
provisions incorporating the nondisclosure and  secrecy obligations set out in this
Clause 37;




	 		(c) 	 that
upon the expiration or earlier termination of this  Agreement the Bottler will make
necessary arrangements to  deliver to the Company in accordance with instructions as may
be given by the Company, all written, graphic,  electromagnetic, computerized, digital,
or other materials  comprising or containing any information subject to the  obligation
of confidence hereunder.




	 	38. 	 In
the event of any provisions of this Agreement being or  becoming legally ineffective or
invalid, the validity or  effect of the remaining provisions of this Agreement shall not
be affected; provided that the invalidity or ineffectiveness  of the said provisions
shall not prevent or unduly hamper  performance hereunder or prejudice the ownership or
validity  of the Trade Marks. The right to terminate in accordance with  Clause 28(a)(2)
is not affected hereby.




	 	39.	(a) 	All prior agreement of any kind whatsoever between these  parties relating to the subject
matter hereof being cancelled  hereby save to the extent that the same may comprise
agreements and other documents within the provisions of Clause  19 hereof; provided,
however, that any written representations  made by the Bottler upon which the Company
relied in entering  into this Agreement shall remain binding upon the Bottler.




	 		(b) 	 Any
waiver or modification of, or alteration or addition to,  this Agreement or any of it
provisions, shall not be binding  upon the Company or the Bottler unless the same shall
be  executed respectively by duly authorized representatives of  the Company and the
Bottler.




 
	 	

	Bottler’s Agreement Page 21




 

 












	Exhibit 4.3 




	 		(c) 	 All
written notices given pursuant to this Agreement shall be  by cable telegram, telex, hand
delivery or registered mail and  shall be deemed to be given on the date such notice is
dispatched, such registered letter is mailed, or such hand  delivery is effected. Such
written notices shall be addressed  to the last known address of the party concerned. Any
change  of address by either of the parties hereto shall be promptly  notified in writing
to the other party.




	 	40. 	 Failure
of the Company to exercise promptly any right herein  granted, or to require strict
performance of any obligation  undertaken herein by the Bottler, shall not be deemed to
be a  waiver of such right or of the right to demand subsequent  performance of any and
all obligations herein undertaken by  the Bottler.




	 	41. 	 The
Bottler is an independent contractor and not the agent of  the Company. The Bottler
agrees that it will not represent  that it is an agent of the Company nor hold itself out
as  such.




	 	42. 	 The
headings herein are solely for the convenience of the  parties and shall not affect the
interpretation of this  Agreement.




	 	43.	(a) 	Any dispute, controversy or claim arising out of or  relating to this agreement or the
breach thereof, either  directly or indirectly, shall be finally decided by  arbitration.
The arbitration shall be in accordance with the  Rules of Conciliation and Arbitration of
the International  Chamber of Commerce (“ICC”), existing at the date thereof.




	 		(b) 	 There
shall be three arbitrators, one arbitrator being  selected by each of the parties and the
third arbitrator being  selected by the two arbitrators so selected by said parties.  If
a third party fails to nominate an arbitrator within thirty  (30) days from the date of
notification made to it of the  other party’s request for arbitration, or if the two
arbitrators fail, within thirty (30) days from the date of  their appointment, to reach
an agreement on the third  arbitrator, then the Court of Arbitration of the ICC shall
appoint the arbitrator that was not nominated by the failing  party, or shall appoint the
third arbitrator, as the case may  be, in accordance with said Rules.




	 		(c) 	 The
place of arbitration shall be New York, New York, United  States of America.




	 		(d) 	 The
substantive national laws applicable to the arbitration  shall be those of the The
Mexican United States.




	 		(e) 	 The
procedural law of the forum for the arbitration will be  applied in all which is not
provided for in the Rules.





 
	 	

	Bottler’s Agreement Page 22




 

 











	Exhibit 4.3 





	 		(f) 	 The
language of the arbitration proceedings shall be English.




	 		(g) 	 The
award issued under this Clause shall be final for the  parties.




	 		(h) 	 In
the event the losing party does not voluntarily comply with  the award within the next
thirty (30) days following the date  on which notice of such award is served, the other
party may  apply for its enforcement before any court of competent  jurisdiction.




	 	44. 	 The
Appendices and Schedules which are attached hereto shall,  for all purposes, be deemed
and by this reference are made a  part of this Agreement and shall be executed
respectively by  duly authorized representatives of the Company and the  Bottler.




	IN WITNESS WHEREOF, the Company at Atlanta,
Georgia, USA, and the Bottler at  Mexico, D.F., Mexico, have caused these presents to be
executed in triplicate by  the duly authorized person or persons on their behalf on the
dates indicated  below.







	COCA-COLA FEMSA S.A. DE C.V.		THE COCA-COLA COMPANY
			 	 
	By: 	  	 	By:	 
	  	
      

      Hector Treviño Gutierrez and 

      Carlos Salazar Lomelin	  	  	
      

      Authorized Representative





 
	 	

	Bottler’s Agreement Page 23




 

 











	Exhibit 4.3 







	Appendix I




	BEVERAGES




	Location: VALLE DE MEXICO  
Date:
June 21, 2003




	For purposes of the Bottler’s Agreement entered
into between The Coca-Cola  Company and the undersigned Bottler with effect from June 21,
2003, the  Beverages referred to in recital paragraph A thereof are:




	BEVERAGES:




	 	COCA-COLA 	 LIFT



	 	COCA-COLA 	LIGHT DELAWARE PUNCH



	 	FANTA 	 FRUTOPIA



	 	SPRITE 	 CIEL



	 	SPRITE 	LIGHT SENZAO



	 	FRESCA 	 BEAT







	The description of the Beverages in this
Appendix I supersedes all prior  descriptions and Appendices relating to the Beverages
for purposes of recital  paragraph A of the said Bottler’s Agreement.





	COCA-COLA FEMSA S.A. DE C.V.		THE COCA-COLA COMPANY
			 	 
	By: 	  	 	By:	 
	  	
      

      Authorized Representative	  	  	
      

      Authorized Representative



 
	 	

	Appendix I Page 1




 

 











	Exhibit 4.3 




	Appendix II




	TRADEMARKS




	Location: VALLE DE MEXICO  
Date:
June 21, 2003




	For purposes of the Bottler’s Agreement entered
into between The Coca-Cola  Company (hereinafter referred to as the “Company”)
and the undersigned Bottler  with effect from June 21, 2003, the Trade Marks of the
Company referred to in  recital paragraph B thereof are:




	Registered Trademarks




	 COCA-COLA 	 LIFT



	 COCA-COLA LIGHT 	DELAWARE PUNCH



	 FANTA 	 FRUITOPIA



	 SPRITE 	 CIEL



	 SPRITE LIGHT 	SENZAO



	 FRESCA 	 BEAT




	Including all translations, registration
requests, registrations and  intellectual property of the trade names related to these
Trade Marks. 




	The  description of the Trade Marks in this
Appendix II supersedes all prior  descriptions and Appendices relating to the Trade Marks
for purposes of recital  paragraph B of the said Bottler’s Agreement.







	
      

    




	COCA-COLA FEMSA S.A. DE C.V.		THE COCA-COLA COMPANY
			 	 
	By: 	  	 	By:	 
	  	
      

      Authorized Representative	  	  	
      

      Authorized Representative



 
	 	

	Appendix II Page 1




 

 











	Exhibit 4.3 







	Appendix III




	TERRITORY




	Location: VALLE DE MEXICO 
Date:
June 21, 2003




	For purposes of the Bottler’s Agreement entered
into between The Coca-Cola  Company and the undersigned Bottler with effect from June 21,
2003, the  Territory referred to in Clause 1 thereof is:




	In the Mexican United States in the states of
Mexico, Hidalgo, Puebla and the  Federal District the area within an imaginary line
beginning in the northmost  point Canada, then to the southeast to Tepeji del Rio; then
following the border  of the states of Mexico and Hidalgo first to the east and then to
the north to a  point in the border to the northwest of Apaxco; then to the southeast to
Apaxco;  then to the southeast through Hueypoxtla and Xilotzingo again to the border of
the states of Mexico and Hidalgo; following said border first to the southwest  and then
to the east-northeast to a point to the northwest of Temascalapa; then  to the southeast
through Temascalapa to Otumba de Gomez Farias; then to the  south to Rio Frio; then to
the southwest to Atlautla; then to Tecomaxusco; then  to the northwest through
Tlacotitlan, Atlapango, Tlacualera and Ocotecatl to  Estacion Ajusco; then to Cerro
Teponaxtle in the border of the Federal District  and the state of Mexico; then following
said border to the north through  Monumento a Hidalgo to Huixquilucan de Degollado; then
to the northwest through  Mimiapan, San Pedro and San Bartolo to La Tinaja; then to the
northeast through  Chapa de Mota to the starting point in Canada.




	All the towns mentioned above are included in
the Territory except Tecomaxusco,  Tlacotitlan, Atlapango, Tlacualua, Ocotecatl,
Huixquilucan de Degollado,  Monumento Hidalgo, Mimiapan, San Pedro, San Bartolo, La
Tinaja, Tepeji del Rio  Chapa de Mote y Cañada.




	The description of the Territory in this
Appendix III supersedes all prior  descriptions and Appendices relating to the Territory
for purposes of Clause 1  of the said Bottler’s Agreement.





	
      

    




	COCA-COLA FEMSA S.A. DE C.V.		THE COCA-COLA COMPANY
			 	 
	By: 	  	 	By:	 
	  	
      

      Authorized Representative	  	  	
      

      Authorized Representative



 
	 	

	Appendix III Page 1




 

 











	Exhibit 4.3 







	Appendix IV




	AUTHORIZED CONTAINERS




	Location: VALLE DE MEXICO  
Date:
June 21, 2003




	Pursuant to the provisions of Clause 2 of the
Bottler’s Agreement entered into  between The Coca-Cola Company (hereinafter referred to
as the “Company”) and the  undersigned Bottler with effect from June 21, 2003,
the Company authorizes the  Bottler to prepare, distribute and sell the Beverages in the
following  containers, which for the purposes of the said Bottler’s Agreement shall be
deemed “Authorized Containers.”




	
RETURNABLE GLASS BOTTLES




	 	COCA-COLA 	 192, 355, 500, 769, 1250 c.c.



	 	COCA-COLA LIGHT 	192, 355



	 	FANTA 	 355, 500 c.c.



	 	SPRITE 	 355, 769 c.c.



	 	FRESCA 	 355, 500 c.c.



	 	LIFT 	 355 c.c.



	 	DELAWARE PUNCH 	355 c.c.



	 	CIEL MINERALIZADA 	355 c.c.




	
RETURNABLE PET BOTTLES




	 	COCA-COLA 	 1000, 1500, 2000 c.c.



	 	FANTA	 1500, 2000 c.c.


	 	FRESCA 	 2000 c.c.



	 	LIFT 	 2000 c.c.



	
NONRETURNABLE 
GLASSBOTTLES




	 	COCA-COLA 	 355, 500, 1000 c.c.



	 	COCA-COLA LIGHT 	500 c.c.



	 	FANTA 	 355, 500 c.c.



	 	SPRITE 	 355, 500 c.c.



	 	FRESCA 	 500 c.c.



	 	LIFT 	 500 c.c.



	 	DELAWARE PUNCH 	500 c.c.



	 	FRUITOPIA 	 350 c.c.





 
	 	

	Appendix IV Page 1




 

 











	Exhibit 4.3 








	
NONRETURNABLE PET 
BOTTLES




	 	COCA-COLA 	 500, 600,1000,2000 c.c.



	 	COCA-COLA LIGHT 	600, 1000, 2000 c.c.



	 	FANTA 	 600, 1000, 1750, 2000 c.c.



	 	SPRITE 	 600, 1000, 2000 c.c.



	 	FRESCA 	 500, 600, 1000, 2000 c.c.



	 	LIFT 	 250, 600, 1000, 2000 c.c.



	 	DELAWARE PUNCH 	250, 600, 1000 c.c.



	 	CIEL 	 500, 1500 c.c.



	 	CIEL MINERALIZADA 	600, 2000 c.c.



	 	SENZAO 	 600, 1000 c.c.



	 	BEAT 	 250, 600 c.c.



	 	POWERADE 	 400, 600 c.c.




	
CANS (Production, distribution and 
sales)




	 	COCA-COLA 	 355 c.c.



	 	COCA-COLA LIGHT 	355 c.c.



	 	FANTA 	 355 c.c.



	 	SPRITE 	 355 c.c.



	 	SPRITE LIGHT 	355 c.c.



	 	FRESCA 	 355 c.c.



	 	LIFT 	 355 c.c.



	 	DELAWARE PUNCH 	355 c.c.



	 	CIEL MINERALIZADA 	355 c.c.



	 	SENZAO 	 355 c.c.



	 	BEAT 	 355 c.c.





	It is agreed upon the parties hereby mentioned,
that the term and validity of  this authorization to produce, distribute and sell the
Authorized Containers  described in this Appendix as Cans will be the same as to the
Bottler Agreement.  Furthermore, it is agreed upon the parties that the removal option
described in  the Bottler Agreement, pursuant to Clause 27(b) is not applicable to this
authorization.





 
	 	

	Appendix IV Page 2




 

 











	Exhibit 4.3 







	This authorization supersedes any prior
authorizations entered into between the  Company and the Bottler in connection with the
subject matter of this Appendix.





	
      

    




	COCA-COLA FEMSA S.A. DE C.V.		THE COCA-COLA COMPANY
			 	 
	By: 	  	 	By:	 
	  	
      

      Authorized Representative	  	  	
      

      Authorized Representative



 
	 	

	Appendix I Page 1




 

 











	Exhibit 4.3 





	Appendix V




	BOTTLER’S BEVERAGE PRODUCTS




	Location: VALLE DE MEXICO 

      Date: June 21, 2003




	Pursuant to the provisions of Clause 17(a) of
the Bottler’s Agreement entered  into between The Coca-Cola Company (hereinafter referred
to as the “Company”)  and the undersigned Bottler with effect from June 21,
2003, the Bottler may  manufacture, prepare, package, distribute and sell the following
Bottler’s  beverage products, in the following flavors:




	 BOTTLER’S BEVERAGE PRODUCTS
      	FLAVORS





	 Etiqueta Azul 	(NR y R) 	Agua Mineral



	 Extra Poma 	(R) 	Manzana




	The description of the Bottler’s Beverage
Products in this Appendix V supersedes  all prior descriptions and Appendices relating to
the Bottler’s Beverage  Products for purposes of Clause 17(a) of said Bottler’s Agreement.





	
      

    




	COCA-COLA FEMSA S.A. DE C.V.		THE COCA-COLA COMPANY
			 	 
	By: 	  	 	By:	 
	  	
      

      Authorized Representative	  	  	
      

      Authorized Representative



 
	 	

	Appendix V Page 1




 

 











	Exhibit 4.3 





	Schedule A




	AUTHORIZATION IN RESPECT OF
SYRUPS  
FOR POST-MIX BEVERAGES




	Location: VALLE DE MEXICO  
Date:
June 21, 2003




	Pursuant to the provisions of Clause 3 of the
Bottler’s Agreement entered into  between The Coca-Cola Company (hereinafter referred to
as the “Company”) and the  undersigned Bottler with effect from June 21, 2003,
the Company hereby grants a  non-exclusive authorization to the Bottler to prepare,
package, distribute and  sell syrups for the following Beverages:




	  	COCA-COLA 

COCA-COLA LIGHT  
FANTA  
SPRITE  
FRESCA  
DELAWARE PUNCH 




	(said syrups being hereinafter referred to in
this Schedule A as “Post-Mix  Syrups”) to retail dealers in the Territory for
use in dispensing the Beverages  through Post-Mix Dispensers in or adjoining the
establishments of retail outlets  and also to operate Post-Mix Dispensers and sell the
Beverages dispensed  therefrom directly to consumers subject to the following conditions:




	 1. 	 The
Bottler shall not sell Post-Mix Syrups to a retail outlet for use  in any Post-Mix
Dispenser, or operate any Post-Mix Dispenser unless:




	 	(a) 	there
is available an adequate source of safe, potable water:




	 	(b) 	 all
Post-Mix Dispensers are of a type approved by the Company  and conform in all respects to
the hygienic and other  standards which the Company shall issue in writing to the
Bottler in connection with the preparation, packaging and sale  of the Post-Mix Syrups;
and




	 	(c) 	 the
Beverages dispensed through the Post-Mix Dispensers are in  strict adherence to and
compliance with the instructions for  the preparation of the Beverages from Post-Mix
Syrups as  issued in writing to the Bottler from time to time by the  Company.




	 2. 	 The
Bottler shall take samples of the Beverages dispensed through the  Post-Mix Dispensers
operated by retail outlets to whom the Bottler has  supplied the Post-Mix Syrups or which
are operated by the Bottler, in  accordance with such instructions and at such intervals
as may be  notified by the Company in writing and shall submit said samples at the
Bottler’s expense to the Company for inspection.





 
	 	

	Schedule A Page 1




 

 











	Exhibit 4.3 







	 3. 	 The
Bottler shall on its own initiative and responsibility, discontinue  immediately the sale
of Post-Mix Syrups to any retail outlet which  fails to comply with the standards
prescribed by the Company.




	 4. 	 The
Bottler shall discontinue the sale of Post-Mix Syrups to any retail  outlet when notified
by the Company that any of the Beverages dispensed  through a Post-Mix Dispenser located
in or adjoining the establishment  of the retail outlet do not comply with the standards
prescribed by the  Company for the Beverages or that the Post-Mix Dispenser is not of a
type approved by the Company.




	 5. 	 The
Bottler agrees:




	 	(a) 	 to
sell and distribute the Post-Mix Syrups only in containers  of a type approved by the
Company and to use on said  containers only labels which have been approved by the
Company; and




	 	(b) 	 to
exert every influence to persuade retail outlets to use a  standard glass, paper cup or
other container, approved by the  Company and with markings approved by the Company to
the end  that the Beverages served to the customer will be  appropriately identified and
will be served in an attractive  and sanitary container.




	Except as modified in this Schedule, all of the
terms, covenants and conditions  contained in the said Bottler’s Agreement shall apply to
this supplemental  authorization to the Bottler to prepare, package, distribute and sell
the  Post-Mix Syrups and, in this regard, it is expressly agreed between the parties
hereto that the terms, conditions, duties and obligations of the Bottler, as set  forth
in the said Bottler’s Agreement, shall be incorporated herein by reference  and, unless
the context otherwise indicates or requires, any reference in the  said Bottler’s
Agreement, to the term “Beverages” shall be deemed to refer to  the term
“Post-Mix Syrups” for the purpose of this supplemental authorization to  the
Bottler.




	This authorization shall terminate automatically
upon the expiration or earlier  termination of the said Bottler’s Agreement.




	This authorization supersedes any authorizations
entered into between the  Company and the Bottler in connection with the subject matter
of this Schedule  A.





	
      

    




	COCA-COLA FEMSA S.A. DE C.V.		THE COCA-COLA COMPANY
			 	 
	By: 	  	 	By:	 
	  	
      

      Authorized Representative	  	  	
      

      Authorized Representative



 

 
	 	

	Schedule A Page 2




 

 











	Exhibit 4.3 






	ANNEX G




	SUPPLEMENTAL AUTHORIZATION FOR
DISTRIBUTION




	Location: VALLE DE MEXICO  
Date:
June 21, 2003




	Pursuant to the provisions of Clause 3 of the
Bottler’s Agreement entered into  between The Coca-Cola Company (hereinafter referred to
as the “Company”) and the  undersigned Bottler with effect from June 21, 2003,
the Company hereby grants a  supplemental exclusive authorization to purchase from the
Company or its  designee the Beverages in the following containers (hereinafter the
“Authorized  Containers”) and to sell and distribute the Beverages throughout
the Territory:




	 BEVERAGES 	 AUTHORIZED CONTAINERS




	 COCA-COLA 	 LATAS 355 c.c.



	 COCA-COLA LIGHT 	LATAS 355 c.c.



	 FANTA 	 LATAS 355 c.c.



	 SPRITE 	 LATAS 355 c.c.



	 SPRITE LIGHT 	LATAS 355 c.c.



	 FRESCA 	 LATAS 355 c.c.



	 LIFT 	 LATAS 355 c.c.



	 DELAWARE PUNCH 	LATAS 355 c.c.



	 CIEL MINERALIZADA 	LATAS 355 c.c.



	 SENZAO 	 LATAS 355 c.c.



	 BEAT 	 LATAS 355 c.c.




	subject to the following conditions:




	 	(a) 	 This
authorization shall terminate automatically upon the  expiration or earlier termination
of the said Bottler’s  Agreement.




	 	(b) 	 Upon
the termination or cancellation of this authorization,  the Bottler shall immediately
discontinue such sale and/or  distribution of the Beverages in the Authorized Containers
in  the Territory.




	 	(c) 	 The
stipulations, covenants, agreements, terms, conditions and  provisions of the Bottler’s
Agreement shall apply to and be  effective for this supplemental authorization.




	This authorization supersedes any prior
authorizations entered into between the  Company and the Bottler in connection with the
subject matter of this Annex G.





	
      

    



 
	 	

	Annex G Page 1



 

 











	Exhibit 4.3 








	COCA-COLA FEMSA S.A. DE C.V.		THE COCA-COLA COMPANY
			 	 
	By: 	  	 	By:	 
	  	
      

      Authorized Representative	  	  	
      

      Authorized Representative



 
	 	

	Annex G Page 2