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

                            $30,000,000



                 SECOND RESTATED CREDIT AGREEMENT




                               Among



             PEPSI-COLA PUERTO RICO BOTTLING COMPANY,

           PEPSI-COLA PUERTO RICO MANUFACTURING COMPANY,

           PEPSI-COLA PUERTO RICO DISTRIBUTING COMPANY,

                     BEVERAGE PLASTICS COMPANY



                                and



                   BANCO POPULAR DE PUERTO RICO





                     Dated as of April 8, 1997



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




<PAGE>
                         CREDIT AGREEMENT


                         TABLE OF CONTENTS

                                                                  Page

ARTICLE I         DEFINITIONS ....................................  1
     Section 1.1  Defined Terms ..................................  1

ARTICLE II        AMOUNTS AND TERMS OF THE ADVANCES .............. 15
     Section 2.1  Description of Transaction ..................... 15
     Section 2.2  Commitments .................................... 15
     Section 2.3  The Advances ................................... 15
     Section 2.4  Making the Revolving Credit Borrowings ......... 17
     Section 2.5  Fees ........................................... 17
     Section 2.6  Reduction of the Revolving Credit Commitment ... 18
     Section 2.7  Interest and Repayment ......................... 18
     Section 2.8  Optional Prepayments ........................... 20
     Section 2.9  Mandatory Prepayments and Reductions of
                    Commitments................................... 22
     Section 2.10 Payments and Computations ...................... 23
     Section 2.11 Payments on Non-Business Days .................. 23
     Section 2.12 Funding Procedure .............................. 24
     Section 2.13 Increased Costs ................................ 24
     Section 2.14 Changed Circumstances .......................... 24
     Section 2.15 Taxes .......................................... 25
     Section 2.16 Extension of Termination Date .................. 26

ARTICLE III       CONDITIONS OF LENDING .......................... 26
     Section 3.1  Condition Precedent to All Advances ............ 26
     Section 3.2  Conditions Precedent to All Advances ........... 28
     Section 3.3  Reference to and Effect on the Loan Documents... 28

ARTICLE IV        REPRESENTATIONS AND WARRANTIES ................. 29
     Section 4.1  Representations and Warranties of the Borrowers. 29

ARTICLE V         COVENANTS OF THE BORROWERS ..................... 35
     Section 5.1  Affirmative Covenants .......................... 35
     Section 5.2  Negative Covenants ............................. 43

ARTICLE VI        SPECIAL PROVISIONS AS TO COLLATERAL ............ 47
     Section 6.1  Perfection of Security Interest ................ 47
     Section 6.2  Provisions Relating to Receivables ............. 48
     Section 6.3  Warranties with Respect to Receivables ......... 48
     Section 6.4  Provisions Relating to Inventory ............... 48
     Section 6.5  Provisions Relating to Machinery and Equipment.. 49
     Section 6.6  Collateral Reporting ........................... 49
     Section 6.7  Collections; Blocked Account ................... 51
     Section 6.8  Application of Collateral ...................... 51
     Section 6.9  Release of Collateral .......................... 51




                                i
<PAGE>

ARTICLE VII       EVENTS OF DEFAULT .............................. 52
     Section 7.1  Event of Default ............................... 52

ARTICLE VIII      MISCELLANEOUS .................................. 54
     Section 8.1  Amendments, Etc. ............................... 54
     Section 8.2  Notices ........................................ 54
     Section 8.3  No Waiver; Remedies ............................ 55
     Section 8.4  Accounting Terms ............................... 56
     Section 8.5  Costs, Expenses and Taxes; Indemnification ..... 56
     Section 8.6  Right of Set-Off ............................... 57
     Section 8.7  Binding Effect; Governing Law .................. 57
     Section 8.8  Execution in Counterparts ...................... 58
     Section 8.9  Sale of Notes; Participations and Commitments... 58
     Section 8.10 Severability of Provisions ..................... 58
     Section 8.11 Survival of Covenants .......................... 58
     Section 8.12 Application of Payments ........................ 58
     Section 8.13 Disbursement Authorization ..................... 59
     Section 8.14 Cross Default and Joint and Several Obligations. 59
     Section 8.15 Loans and Collateral under Financing Agreement
                    and the First Restated Credit Agreement
                    Remain in Full Force and Effect............... 59


                         LIST OF EXHIBITS

     Exhibit A  -  Term Loan Note
     Exhibit B  -  Revolving Credit Note
     Exhibit C  -  Cash Collateral Agreement
     Exhibit D  -  Borrowers' Places of Business
     Schedule 5.2(b)
     Schedule 5.2(j)

                                ii
<PAGE>



                 SECOND RESTATED CREDIT AGREEMENT


     SECOND  RESTATED  CREDIT  AGREEMENT entered into as of this 8th day of
April, 1997, among PEPSI-COLA PUERTO  RICO  BOTTLING  COMPANY  ("Pepsi-Cola
PR"),   PEPSI-COLA   PUERTO  RICO  DISTRIBUTING  COMPANY  ("Distributing"),
BEVERAGE PLASTICS COMPANY  ("Beverage Plastics") and PEPSI-COLA PUERTO RICO
MANUFACTURING  COMPANY  ("Manufacturing";   Pepsi-Cola   PR,  Distributing,
Beverage  Plastics  and  Manufacturing  hereinafter sometimes  referred  to
individually  as  a "Borrower" and collectively  as  "Borrowers"),  each  a
corporation organized and existing under the laws of the State of Delaware;
and

     BANCO POPULAR  DE  PUERTO  RICO,  a  banking corporation organized and
existing under the laws of the Commonwealth  of  Puerto  Rico  (hereinafter
referred to as the "Bank").


                             ARTICLE I

                            DEFINITIONS

     Section 1.1    DEFINED   TERMS.    As  used  in  this  Agreement,  the
following terms shall have the following  meanings  (such  meanings  to  be
equally  applicable  to  both  the  singular  and plural forms of the terms
defined):

     "ADVANCES" shall include all Revolving Credit  Advances  and Term Loan
Advances.

     "AFFILIATE"  shall mean, with respect to any Person, any other  Person
(i) that directly or indirectly through one or more Persons controls, or is
controlled by, or is  under  common  control  with,  such Person, (ii) that
directly or indirectly, of record or beneficially, owns or holds eight (8%)
percent or more of the shares of any class of any equity,  capital stock or
partnership  interest of such Person having voting powers or  other  equity
interest, or (iii)  eight  percent  (8%)  or  more  of the shares of stock,
partnership interest or other equity interest of which  are  owned or held,
directly or indirectly, of record or beneficially, for such Person. For the
purposes  of  this  Agreement,  the  term  "control"  means the possession,
directly or indirectly, of the power to direct or cause  the  direction  of
management  and  policies of a Person, whether through ownership  of voting
securities or partnership  interest,  by  contract or otherwise; all of the
Borrowers'  officers,  shareholders,  directors,  subsidiary  corporations,
joint  venturers  and  partners  shall  be  deemed  to  be  the  Borrowers'
Affiliates.

     "AGREEMENT"  or  "THIS  AGREEMENT"  shall  include   all   amendments,
modifications  and  supplements  hereto  and  shall  refer  to  this Second
Restated  Credit  Agreement  as the same may be in effect at the time  such
reference becomes operative.


<PAGE>



     "ANNUALIZED CASH FLOW" shall  mean,  as  of  the  end  of  each fiscal
quarter,  Operating  Cash  Flow  for  such  quarter and the previous fiscal
quarters, if any, during the current fiscal year  PLUS,  any legal expenses
and  settlements  and  judgments  paid  during  such period by any  of  the
Borrowers or their Restricted Subsidiaries not covered by insurance related
to the Shareholders' Suit, if any, divided by the  number of months elapsed
in such fiscal year and multiplied by twelve.

     "BAESA" means Buenos Aires Embotelladora, S.A.

     "BAESA STOCK DISPOSITION" shall mean any sale, assignment, transfer or
other disposition of any stock or warrants convertible  into stock of BAESA
(whether now owned or hereafter acquired or received) by  the  Borrowers or
any of their Restricted Subsidiaries.

     "BANK" has the meaning assigned to that term in the Preamble.

     "BASE  RATE"  means  the  highest  of  the rates of interest announced
publicly  from time to time in THE WALL STREET  JOURNAL  by  the  principal
commercial banks in New York, New York as their prime or base rate.

     "BLOCK  ACCOUNT"  shall  have  the meaning assigned thereto in Section
6.7.

     "BORROWER" or "BORROWERS" have the  meanings assigned to such terms in
the Preamble.

     "BORROWINGS"  shall  refer  collectively   to   the  Revolving  Credit
Borrowings and the Term Loan Borrowing.

     "BOTTLING  APPOINTMENT" shall mean the Exclusive Bottling  Appointment
Agreement dated April  27,  1987  between  Pepsi-Cola  PR  and  PepsiCo, as
amended to date.

     "BUSINESS DAY" shall mean any day other than a Saturday, Sunday  or  a
legal  holiday  or the equivalent for banks generally under the laws of the
Commonwealth or New York, New York.

     "CAPITAL  EXPENDITURES"  shall  mean,  for  any  period  and  for  all
Borrowers and their  Restricted  Subsidiaries  taken as a whole, the sum of
all expenditures actually incurred by all Borrowers  and  their  Restricted
Subsidiaries  for such period for any assets or improvements, replacements,
substitutions or additions thereto that have a useful life of more than one
(1) year, including  the  direct  or indirect acquisition of such assets by
way of increased product or service charges, offset items or otherwise, but
excluding from such expenditures (i)  Indebtedness  incurred  in connection
with  Capitalized  Leases permitted under Section 5.2(b), (ii) expenditures
financed with the proceeds from the sale of any capital stock of Pepsi-Cola
PR (other than proceeds  under  the Option Agreement required to effect any


                                2
<PAGE>

mandatory prepayment under Section  2.9(e)),  or  (iii)  financed  from any
contribution  and other monies that are made available to the Borrowers  by
PepsiCo or any  Affiliate thereof for the specific purpose of financing the
acquisition of Capital Expenditures.

     "CAPITALIZED  LEASES"  means all rental obligations which have been or
should be capitalized on the  books  of  the  Borrowers  or  any  of  their
respective  Restricted  Subsidiaries  in accordance with Generally Accepted
Accounting Principles and good accounting  practice, and in each case taken
at  the  amount  thereof  accounted for as Indebtedness,  net  of  interest
expense,  determined  in  accordance  with  Generally  Accepted  Accounting
Principles and good accounting practice.

     "CASH COLLATERAL ACCOUNT"  means  that  deposit  account  described in
Section 5.1(v).

     "CASH  COLLATERAL  AGREEMENT"  means  the Collateral Account Agreement
governing the operation of the Cash Collateral Account and the use of funds
deposited  therein,  executed  as of the Closing  Date  by  and  among  the
Borrowers and the Bank.

     "CASUALTY" shall mean any damage  to  or  destruction  of  the Realty,
Machinery and Equipment or other property of any of the Borrowers  or their
Restricted Subsidiaries.

     "CLASS A SHARES" shall have the meaning set forth in Section 4.1(y).

     "CLASS  B  STOCK OFFERING" shall have the meaning set forth in Section
2.8(d).

     "CLOSING DATE" shall mean the date of this Agreement.

     "COLLATERAL"  shall  mean  and  include  all  Receivables,  Inventory,
Machinery  and  Equipment,  Realty,  the  Cash  Collateral  Agreement,  all
agreements and contracts assigned hereunder and all of the Borrowers' other
real  and  personal  property  in  which a security interest is granted, or
purported to be granted, in accordance with the terms of this Agreement and
the other Loan Documents.

     "COMMITMENTS" shall refer collectively to the Term Loan Commitment and
the Revolving Credit Commitment.

     "COMMONWEALTH" shall mean the Commonwealth of Puerto Rico.

     "DEBT SERVICE" shall mean, for  any  period, the sum for the Borrowers
and the Restricted Subsidiaries (determined on a consolidated basis without
duplication in accordance with Generally Accepted Accounting Principles) of
the following:  (a) all scheduled payments of principal on (i) any Advances
hereunder (other than repayments of Revolving  Credit Advances if there was
no  corresponding  reduction  in  the  amount  of  the   Revolving   Credit
Commitment),  and  (ii)  ail  other  Indebtedness  of the Borrowers and the
Restricted  Subsidiaries  scheduled  to be made during  such  period,  PLUS
(b) the total interest expense on all  Advances  and  such Indebtedness for
such period.


                                3
<PAGE>

     "DISPOSITION"  shall  mean  any  sale, assignment, transfer  or  other
disposition of any property (tangible or  intangible, and whether now owned
or  hereafter  acquired)  by  the  Borrowers or  any  of  their  Restricted
Subsidiaries to any Person excluding  (a)  any  sale  of  Inventory  in the
ordinary  course  of  business, (b) the disposition of obsolete or worn-out
equipment, and (c) any BAESA Stock Disposition.

     "DISPOSITION RECAPTURE  DATE" shall mean each date on which any of the
Borrowers or any of their Restricted  Subsidiaries  receive  Net  Available
Proceeds.

     "DISTRIBUTING" has the meaning assigned to that term in the Preamble.

     "ELIGIBLE INVENTORY" shall mean and include only such Inventory of the
Borrowers  (excluding  raw  materials  and  work  in  process)  located  at
Borrowers'  places  of  business  listed on Exhibit D hereto, which, in the
Bank's commercially reasonable judgment, is in good and saleable condition,
it is not obsolete or unmerchantable  and  does  not  otherwise  constitute
unacceptable  collateral  and which is subject to no other Lien other  than
Permitted Liens.

     "ELIGIBLE RECEIVABLES"  shall  mean  and include only such Receivables
arising  in  the  ordinary  course  of the Borrowers'  business  which  are
scheduled to the Bank and which the Bank,  in  its  commercially reasonable
judgment,  deems  to be Eligible Receivables.  No Receivable  shall  be  an
Eligible Receivable if (a) it arises out of a sale made by the Borrowers to
an Affiliate of the  Borrowers or to a Person controlled by an Affiliate of
the Borrowers; or (b)  it is due or unpaid more than ninety (90) days after
the original invoice date;  or  (c)  the  account  debtor  has  commenced a
voluntary  case  under  the federal bankruptcy laws, as now constituted  or
hereafter amended, or made  an  assignment for the benefit of creditors, or
if  a  decree  or order for relief has  been  entered  by  a  court  having
jurisdiction in  the  premises of the account debtor in an involuntary case
under the federal bankruptcy laws, as now constituted or hereafter amended,
or if any other petition  or other application for relief under the federal
bankruptcy laws has been filed  against  the  account  debtor,  or  if  the
account  debtor  has  failed,  suspended business, ceased to be Solvent, or
consented to or suffered a receiver, trustee, liquidator or custodian to be
appointed for it or for all or a  significant  portion  of  its  assets  or
affairs;  or (d) is not expressed in United States dollars; or (e) the sale
to the account  debtor  is  on  a bill-and-hold, guaranteed sale, sale-and-
return, sale on approval, consignment  or  any  other  repurchase or return
basis;  or (f) the Bank believes, in its commercially reasonable  judgment,
that collection  of such receivable is insecure or that such receivable may
not be paid by  reason  of the account debtor's financial inability to pay;
or  (g)  the  account debtor  is  the  United  States  of  America  or  the
Commonwealth of Puerto Rico or any department, agency or instrumentality of
either, unless  the  corresponding Borrower assigns its right to payment of
such Receivable to the  Bank  pursuant  to  the Assignment of Claims Act of
1940, as amended (31 U.S.C. <section><section>  203  ET SEQ.) or Act No. 16
of May 1, 1967, as amended (3 L.P.R.A. <section><section>  901-902), as the

                                4
<PAGE>

case may be; or (h) the goods giving rise to such Receivable  have not been
shipped and delivered to and accepted by the account debtor or the services
giving  rise  to  such  Receivable have been performed by Distributing  and
accepted  by  the account debtor  or  the  Receivable  otherwise  does  not
represent a final sale; or (i) the Receivable was not invoiced on or within
seven (7) days  after  the  date  of shipment of the finished goods covered
thereby; or (j) the Bank at all times  does  not  have  a  perfected  first
priority security interest on such Receivable; or (k) the account debtor is
located  outside of Puerto Rico or the United States; or (l) the Receivable
consists of  insurance  proceeds  payable  to  any  the  Borrowers or their
Restricted  Subsidiaries  related  to the Shareholders' Suit;  or  (m)  the
Receivable arises from sales made by  the  Cristalia division of Pepsi-Cola
PR.

     "ERISA"  shall mean the Employee Retirement  Income  Security  Act  of
1974, as supplemented  or  amended from time to time. Section references to
ERISA are to ERISA as in effect  on  the  date  of  this  Agreement and any
subsequent provisions of ERISA, amendatory thereof, supplemental thereto of
substituted therefor.

     "ERISA  AFFILIATE" shall mean each trade or business (whether  or  not
incorporated)  which,  together with the Borrowers or any Subsidiary, would
be deemed to be a single  employer  within  the  meaning of Section 4001 of
ERISA or Section 414 of the U.S. Internal Revenue Code of 1986, as amended.

     "EURODOLLAR  FUNDS"  means  deposits  in  United  States   dollars  in
immediately available funds in the London interbank market on the first day
of a Funding Period (in the case of the Term Loan Note) for a period  equal
to  the  Funding  Period,  and  in  an  amount  equal  or comparable to the
principal amount of the Advance being funded with such Eurodollar Funds.

     "EVENT  OF  DEFAULT"  shall  mean  any of the events or  circumstances
specified in Section 7.1.

     "EXCESS CASH FLOW" shall mean for any  period, Operating Cash Flow for
such  period,  MINUS,  without  duplication,  the   sum   of   (a)  Capital
Expenditures for such period permitted under Section 5.2(o) that  were  not
financed  by  indebtedness, (b) all scheduled payments of principal and all
interest expensed  or  accrued  on  Indebtedness  (including  the  interest
component  of  Capitalized  Leases)  included within the definition of Debt
Service, paid (including voluntary and  mandatory  prepayments) during such
period, and (c) Taxes for such period.


                                5
<PAGE>


     "FINANCING AGREEMENT" has the meaning assigned to that term in Section
2.1.

     "FIRST  RESTATED CREDIT AGREEMENT" has the meaning  assigned  to  that
term in Section 2.1.

     "FUNDING  PERIOD"  shall  mean  each  period  of three calendar months
commencing on the first day of January, April, July  and  October  of  each
year  and  ending  on  the last day of the third calendar month thereafter,
except that (i) the initial  Funding Period shall begin on the Closing Date
and shall end on June 30, 1997 and (ii) the last Funding Period for (a) the
Term Loan Advance shall end on  March 31, 2007 and (b) the Revolving Credit
Advances shall end on the Termination Date.

     "GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES"  or  "GAAP"  shall  mean
generally  accepted  accounting   principles   consistently   applied   and
maintained  throughout  the  period indicated and consistent with the prior
financial practice of the Borrowers,  except  for  changes  mandated by the
Financial Accounting Standards Board or any similar accounting authority of
comparable standing.

     "INCURRED" has the meaning assigned to that term in Section 3.5(a).

     "INDEBTEDNESS"  shall  mean, for any Person, all obligations  of  such
Person, without duplication, required by GAAP to be shown as liabilities on
its balance sheet, and in any  event  shall  include all:  (a) indebtedness
created, issued or incurred by such Person for  borrowed  money (whether by
loan or the issuance and sale of debt securities or the sale of property to
another  Person  subject  to  an understanding or agreement, contingent  or
otherwise, to repurchase such property  from  such Person); (b) obligations
of such Person representing the deferred purchase  or  acquisition price of
property  or services, other than trade accounts payable  (other  than  for
borrowed money)  arising,  and  accrued  expenses incurred, in the ordinary
course  of  business  so long as such trade accounts  payable  are  payable
within 90 days of the date  the  respective  goods  are  delivered  or  the
respective  services  are  rendered; (c) obligations and liabilities of any
Person secured by a Lien, claim,  encumbrance,  or  security  interest upon
property  now  or  hereafter  owned  by  any  Borrower  or  any  Restricted
Subsidiary, even though such Borrower or such Restricted Subsidiary has not
assumed  or  become  liable  for  the  payment thereof; (d) obligations  or
liabilities  created  or  arising  under any  lease  of  real  or  personal
property, or conditional sales contract or other title retention agreement,
including, but not limited to Capitalized  Leases  with respect to property
used or acquired by any Borrower, even though the rights  and  remedies  of
the  lessor,  seller  or the Bank thereunder are limited to repossession of
such property; (e) obligations  of  such  Person  in  respect of letters of
credit  or  similar  instruments  issued  or  accepted by banks  and  other
financial institutions for account of such Person;  and (f) Indebtedness of
others guaranteed by such Person.

                                6

<PAGE>

     "INVENTORY" shall mean and include all of the corresponding Borrower's
now owned and hereafter acquired inventory, including,  without limitation,
all  goods,  merchandise  and other personal property furnished  under  any
contract of service or intended  for sale or lease, all raw materials, work
in process, finished goods and materials  and  supplies of any kind, nature
or  description  which  are  or might be used, consumed  or  sold  in  such
Borrower's  business  or are or  might  be  used  in  connection  with  the
manufacture, packing, shipping,  advertising,  selling or finishing of such
goods, merchandise and other personal property, all returned or repossessed
goods now, or at any time or times hereafter, in  the  possession  or under
the  control  of  such Borrower or the Bank, and all documents of title  or
documents representing the same.

     "LIBOR RATE" shall mean the offered quotation for the rate of interest
on deposits with a  tenor  equal to the applicable Funding Period of United
States dollars in the London  interbank  market,  as  published by Telerate
Systems,  Inc.  (currently  on  page  4843  of  the  financial  information
reporting  services furnished electrically by Telerate  Systems,  Inc.)  at
approximately 9:00 a.m. Eastern Standard Time on the Pricing Date.

     "LIEN"  shall  mean  any  mortgage,  deed  of  trust, pledge, security
interest, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), or preference, priority or other  security  agreement
or  preferential  arrangement,  charge or encumbrance of any kind or nature
whatsoever (including, without limitation,  any  conditional  sale or other
title  retention  agreement,  any financing lease having substantially  the
same economic effect as any of  the  foregoing, and the filing or recording
of any financing statement or other instrument under the Uniform Commercial
Code  or  comparable  law  of  any jurisdiction  to  evidence  any  of  the
foregoing).

     "LOAN DOCUMENTS" has the meaning  assigned  to  that  term  in Section
3.1(b).

     "LOAN  PARTIES"  has the meaning assigned to that term in Section  3.1
(b).

     "MACHINERY  AND  EQUIPMENT"   shall  mean  and  include  all  of  each
Borrower's  now  owned  and  hereafter  acquired  equipment  and  fixtures,
including,  without  limitation,  all  bottles,   cases,   tanks,   shells,
cylinders,  furniture,  machinery,  tool, dies, moldings vehicles and trade
fixtures,  together  with any and all accessories,  accessions,  parts  and
appurtenances thereto, substitutions therefor and replacements thereof, and
any other equipment or  fixtures  to be acquired or financed in whole or in
part by the Bank, that form part of the Plant or that is otherwise given as
security to the Bank.

     "MANUFACTURING" has the meaning assigned to that term in the Preamble.

                                7
<PAGE>

     "MARKETING AGREEMENT" shall mean  that certain Cooperative Advertising
and  Marketing  Agreement  between  Concentrate   Manufacturing  Operations
PepsiCo Puerto Rico, Inc. and Pepsi-Cola PR dated April 7, 1997, as amended
or supplemented from time to time.

     "MATERIAL ADVERSE EFFECT" shall mean a material  adverse effect on (a)
the  property,  business,  operations,  financial  condition,  liabilities,
assets  or capitalization of the Borrowers and the Restricted  Subsidiaries
of the Borrowers  taken  as  a  whole,  (b)  the ability of a Loan Party to
perform its obligations under any of the Loan  Documents,  (c) the validity
or  enforceability  of  any  of  the Loan Documents, or (d) the rights  and
remedies of the Bank under any of the Joan Documents.

     "MINIMUM CASH BALANCE" means,  as  of  any  date,  Ten Million Dollars
($10,000,000) MINUS the sum of (a) the aggregate principal  amount  of  any
mandatory  prepayments  made  by  the  Borrowers  to  the  Bank pursuant to
Sections 2.9(e) and 2.9(f) hereof, PLUS (b) the principal amount  then held
to  the  credit  of  the  Cash  Collateral  Account, PLUS (c) the aggregate
principal amount of any optional prepayments  made  by the Borrowers to the
Bank  pursuant  to  Section 2.8(e), PLUS (d) the aggregate  amount  of  any
reductions in the Revolving  Credit Commitment, PLUS (e) $5,000,000, to the
extent, and only to the extent that: (i) the Borrowers and their Restricted
Subsidiaries achieve and maintain  at  all  times a ratio of Operating Cash
Flow  to  Total  Debt  Service of not less than 1.5  to  1,  and  (ii)  the
Shareholders' Suit is settled to the reasonable satisfaction of the Bank or
Pepsi-Cola PR provides evidence  to the reasonable satisfaction of the Bank
that all costs, expenses, judgments and settlements of such lawsuit will be
paid from other than internal funds  of  any  of  the  Borrowers  and their
Restricted Subsidiaries.

     "MULTIEMPLOYER  PLAN"  means  any  multiemployer  plan, as defined  in
Section 4001 of ERISA and subject to Title IV of ERISA, which is maintained
or  at any time during the five (5) calendar years preceding  the  date  of
this Agreement was maintained for employees of the Borrowers or of an ERISA
Affiliate.

     "NET AVAILABLE PROCEEDS" shall mean, in the case of any Disposition or
BAESA  Stock  Disposition,  the  amount  of  Net  Cash Payments received in
connection with such Disposition or BAESA Stock Disposition, which Net Cash
Payments are not promptly used to replace Machinery and Equipment.

     "NET  CASH PAYMENTS" shall mean, with respect to  any  Disposition  or
BAESA  Stock  Disposition,  the  aggregate  amount  of  all  cash  payments
(including,  without  limitation,  all  cash  payments  received  by way of
deferred  payment of principal pursuant to a note or installment receivable
or otherwise,  but  only as and when received) of such Disposition or BAESA
Stock Disposition; provided that:


                                8
<PAGE>

     (a)   Net Cash Payments  shall  be  net  of  (i)  the  amount  of  any
reasonable  legal,  title and recording tax expenses, commissions and other
fees  and expenses actually  paid  by  each  Borrower  and  its  Restricted
Subsidiaries in connection with such Disposition or BAESA Stock Disposition
and satisfactorily documented in connection therewith and (ii) any Federal,
state, Commonwealth and local income or other taxes estimated to be payable
by the  corresponding  Borrower and its Restricted Subsidiaries as a result
of such Disposition or BAESA Stock Disposition (but only to the extent that
such estimated taxes are in fact reserved on the books of the corresponding
Borrower and its Restricted  Subsidiaries  for  such  purpose in accordance
with GAAP); and

     (b)  Net  Cash  Payments  shall  be  net  of  any  repayments  by  the
corresponding   Borrower   or   any  of  its  Restricted  Subsidiaries   of
Indebtedness to the extent that (i)  such Indebtedness is secured by a Lien
on  the  property  that  is  the  subject  of  such  Disposition  and  such
Indebtedness was permitted to be incurred under Section 5.2(b) and (ii) the
transferee of (or holder of a Lien on) such  property  requires  that  such
Indebtedness be repaid as a condition to the Disposition of such Property.

     "NET INSURANCE PAYMENTS" shall mean, with respect to any Casualty, the
aggregate  amount  of  all insurance proceeds received with respect to such
Casualty net of any Federal,  State or local or other taxes payable by each
Borrower and its Restricted Subsidiaries  in connection with the receipt of
such insurance proceeds.

     "NET WORTH" shall mean, as of any date,  the sum for the Borrowers and
their Restricted Subsidiaries (determined on a  consolidated  basis without
duplication in accordance with Generally Accepted Accounting Principles) of
the  following  (a)  the  amount of capital stock and paid in capital  PLUS
(b) the outstanding principal  amount  of  Subordinated  Debt, PLUS (c) the
amount of surplus and retained earnings (or, in the case of  a  surplus  or
retained  earnings  deficit,  minus  the amount of such deficit), MINUS the
cost of any treasury shares.

     "NON-EXCLUDED TAXES" has the meaning  assigned to that term in Section
2.15(a).

     "NON-REVOLVING CREDIT ADVANCES" has the  meaning assigned to that term
in Section 2.3(a)(ii).

     "NOTES" has the meaning assigned to that term in Section 2.7(c).

     "OBLIGATIONS"  shall  mean  and  include all loans,  advances,  debts,
liabilities,  obligations,  covenants and  duties  due  and  owing  by  any
Borrower or any Restricted Subsidiary  to  the  Bank of any kind or nature,
present or future, monetary or contractual, whether or not evidenced by any
note, guaranty or other instrument, arising under this Agreement, the Notes
or any other Loan Document (in each case as now in  effect or as thereafter
amended  or  supplemented).  The  term  includes, without  limitation,  all
interest,  charges, expenses, fees, attorneys'  fees  and  any  other  sums
chargeable to any Borrower under this Agreement or any other Loan Document.

                                9
<PAGE>

     "OPERATING  CASH  FLOW"  shall  mean, for any period, the sum, for the
Borrowers and their Restricted Subsidiaries  (determined  on a consolidated
basis without duplication in accordance with Generally Accepted  Accounting
Principles)   of   the  following:  (a)  net  operating  income  (or  loss)
(calculated before taxes,  interest  expense,  and  extraordinary  items of
income  (or  loss)) for such period, PLUS (b) depreciation and amortization
(only to the extent  deducted in determining net operating income) for such
period, PLUS (c) gain  from  the  sale  or  other  disposition of the BAESA
capital  stock  owned  by Pepsi-Cola PR, PLUS (d) other  sources  of  funds
during such period (including,  but  not  limited  to,  Subordinated  Debt,
capital stock contributions and any other monies that are made available to
the  Borrowers  by PepsiCo under the Bottling Appointment and the Marketing
Agreement) that are  not  reflected  on  the  financial  statements  of the
Borrowers  as  revenues,  a  reduction  of  expenses or otherwise, PLUS (e)
permitted earnings from equity in Unrestricted  Subsidiaries  or Affiliates
(paid and received in cash), MINUS (x) to the extent permitted  by  Section
5.2(c) hereof, any dividends paid or declared on the outstanding shares  of
capital  stock  of the Borrowers or the Restricted Subsidiaries during such
period.

     "OPTION AGREEMENT"  shall  have  the  meaning assigned to that term in
Section 4.1(z).

     "ORGANIZATIONAL DOCUMENTS" means, with  respect  to  any Borrower, the
certificate of incorporation and by-laws of such Borrower.

     "ORIGINAL REVOLVING CREDIT ADVANCES" shall have the meaning  set forth
in Section 2.1(a)(iii).

     "OTHER TAXES" shall have the meaning assigned to that term in  Section
2.15(b).

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "PENSION  PLAN"  means any single employer plan, as defined in Section
4001 ERISA and subject to Title IV of ERISA, which is maintained, or at any
time during the five calendar  years  preceding  the date of this Agreement
was maintained, for employees of any Borrower or an ERISA Affiliate.

     "PEPSICO" means PepsiCo, Inc., a corporation  organized under the laws
of the State of North Carolina.

     "PERMITTED LIENS" shall mean: (a) Liens in favor  of  the Bank created
by  the  Loan  Documents;  (b) Liens for taxes, assessments or governmental
charges, but only to the extent  that  such  taxes, assessments and charges
(i)  are  not  yet  due,  or  (ii) are being contested  in  good  faith  by


                                10
<PAGE>

appropriate  proceedings  and  adequate   reserves   or  other  appropriate
provisions  are  being maintained with respect thereto in  accordance  with
Generally Accepted Accounting Principles; (c) statutory Liens of landlords,
Liens of carriers,  warehousemen, mechanics and materialmen and other Liens
imposed by law and created  in the ordinary course of the Borrowers' or any
Restricted Subsidiary's business,  but  only to the extent that the amounts
secured or to be secured by such Liens (i) are not past due, (ii) are being
contested in good faith by appropriate proceedings and adequate reserves or
other appropriate provisions are being maintained  with  respect thereto in
accordance  with  Generally  Accepted  Accounting  Principles;   (d)  Liens
incurred  or  deposits made in the ordinary course of the Borrowers'  or  a
Restricted Subsidiary's  business  (including,  without  limitation, surety
bonds   and   appeal  bonds)  in  connection  with  workers'  compensation,
unemployment insurance  and  other  types of social security benefits or to
secure the performance of tenders, bids,  leases, contracts (other than for
the repayment of borrowed money or the deferred  purchase price of property
or  services),  statutory  obligations  and  other similar  obligations  or
arising as a result of progress payments under  government  contracts;  (e)
Liens  which  are  purchase  money security interests, or Liens on property
subject to Capitalized Leases,  including,  but  not  limited  to  Liens on
vending  machines  and  coolers  arising  in  connection  with Indebtedness
permitted  to  be  incurred  under  Section  5.2(b) of this Agreement;  (f)
easements,  rights-of-away,  restrictions  and  other  similar  charges  or
encumbrances on real property which do not, singly  or  in  the  aggregate,
have  a  Material Adverse Effect; (g) extensions, renewals and replacements
of any lien  referred  to  in subparagraphs (a) through (f) above, provided
that  the  principal  amount of  the  obligation  secured  thereby  is  not
increased and that any such extension, renewal or replacement is limited to
the property originally  encumbered  thereby; and (h) Liens consented to in
writing by the Bank.

     "PERSON" shall mean and include any  individual,  sole proprietorship,
partnership,    joint    venture,   trust,   unincorporated   organization,
association, corporation, institution, entity, party or government (whether
national, federal, state, county, city, municipal, or otherwise, including,
without  limitation,  any  instrumentality,   division,   agency,  body  or
department thereof), and including any Borrower.

     "PLANT"  shall  mean the manufacturing plant of the Borrowers  with  a
gross area of approximately  144,600 square feet on a real property located
in Toa Baja, Puerto Rico.

     "PRICING DATE" shall mean  9:00  A.M.  (San Juan, Puerto Rico time) on
the first day of a Funding Period.

     "REALTY" shall mean those certain parcels  of  land  and  any  and all
improvements  now  or  hereafter  existing  thereon,  described in Sections
3.1(b)(iv) and (v) and 3.1(b)(vii).

                                11
<PAGE>

     "RECAPTURE LEVERAGE RATIO" shall mean, for any period,  and based upon
the  immediately  preceding  fiscal  quarter  of  the  Borrowers and  their
Restricted Subsidiaries determined on a consolidated basis  for such period
without  duplication pursuant to Generally Accepted Accounting  Principles,
the quotient  obtained  by dividing (i) the outstanding principal amount of
the Term Loan Advance, PLUS  the  amount of the Revolving Credit Commitment
as of the end of the immediately preceding fiscal quarter of the Borrowers,
and (ii) Annualized Cash Flow.

     "RECEIVABLES"  shall  mean  and  include   all  of  the  corresponding
Borrower's present and future rights to payments  for goods, merchandise or
Inventory  sold  or  leased  or  for  services  rendered,  whether  or  not
represented by instruments or chattel paper, and  whether  or not earned by
performance;  all  of  the corresponding Borrower's now owned or  hereafter
acquired accounts, contract  rights, chattel paper, instruments, documents,
and  proceeds,  including,  without  limitation,  all  insurance  proceeds;
proceeds of any letter of credit on which such Borrower is beneficiary; and
all forms of obligations whatsoever  owing  to  the corresponding Borrower,
together with all instruments and documents of title  representing  any  of
the  foregoing, all rights in any goods, merchandise or Inventory which any
of the  foregoing  may represent, all rights in any returned or repossessed
goods, merchandise   or   Inventory,   and   all   rights,   security   and
guaranties  with  respect  to  each  of  the  foregoing, including, without
limitation, any right of stoppage in transit.

     "REPORTABLE EVENT" has the meaning assigned  to  that term in Title IV
of ERISA.

     "RESTRICTED SUBSIDIARIES" shall mean all Subsidiaries of the Borrowers
other than the Unrestricted Subsidiaries.

     "REVOLVING CREDIT ADVANCE" has the meaning assigned  to  that  term in
Section 2.3(b).

     "REVOLVING CREDIT BORROWINGS" has the meaning assigned to that term in
Section 2.3(b).

     "REVOLVING CREDIT COMMITMENT" has the meaning assigned to that term in
Section 2.3(b).

     "REVOLVING  CREDIT  NOTE"  has  the  meaning  assigned to that term in
Section 2.7(b).

     "SHAREHOLDERS' SUIT" shall mean the lawsuits listed in Schedule 4.1(e)
hereto.

     "SOLVENT"  shall  mean,  as  to  any  Person,  that  such  Person  has
(i)  capital sufficient to carry on its business and transactions  and  all
business  and transactions in which it is about to engage; and (ii) is able
to pay its  debts  (excluding  intercompany  debts  among the Borrowers and
their Restricted Subsidiaries) as they mature and owns  property  having  a


                                12
<PAGE>
fair  saleable  value, greater that the amount required to pay its debts as
they become due.

     "SUBORDINATED DEBT" shall mean unsecured Indebtedness of the Borrowers
for borrowed money  which  are expressly subordinate and junior in right of
payment to the Notes and all  the  Obligations  of the Borrowers under this
Agreement and the Loan Documents (such subordination  to  be  evidenced  by
subordination  agreements  in form and substance acceptable to the Bank) in
that no payment or prepayment,  directly  or  indirectly, on account of the
principal  of  or interest and premium, if any, on  the  Subordinated  Debt
shall be made (in  cash  or  property  or  securities,  or  by  set-off  or
otherwise)  and  no holder of Subordinated Debt shall be entitled to demand
or receive any such  payment  or prepayment unless (i) all amounts then due
for principal, interest and premium,  if  any  on  the  Notes and all other
Obligations of the Borrowers to the Bank shall have been  paid  in  full or
(ii)  if  at  the  time  of such payment or prepayment or immediately after
giving effect thereto, there shall have occurred any Event of Default.

     "SUBSIDIARY" shall mean  any  corporation,  association,  joint  stock
company,  business  trust  or similar organization of which more than fifty
percent (50%) of the outstanding  capital  stock  or  other equity interest
having ordinary voting powers to elect a majority of the board of directors
or  other  governing  body of such corporation is at the time  directly  or
indirectly  owned  or  controlled  by  any  Borrower  or  by  one  or  more
Subsidiaries.

     "SURVEY" shall mean  that  certain  survey  of  the Realty and certain
other  real  property located in Toa Baja prepared by Roberto  Cabrera  and
dated October  27,  1994  delivered  to  the  Bank  in  connection with the
transactions contemplated by the First Restated Credit Agreement.

     "TANGIBLE  NET WORTH" shall mean, as of any date on which  the  amount
thereof shall be  determined,  the aggregate Net Worth of the Borrowers and
the Restricted Subsidiaries (determined  on  a  consolidated  basis without
duplication  in  accordance with Generally Accepted Accounting Principles),
MINUS (a) the sum  of  any  amounts  attributable to any intangible assets,
including but not limited to, trademarks  and  patent  rights determined in
accordance  with  Generally  Accepted  Accounting  Principles,   MINUS  (b)
deferred   expenses   and   taxes,   MINUS  (c)  any  Indebtedness  of  the
stockholders,  officers,  Subsidiaries  and  Affiliates  of  the  Borrowers
(excluding  intercompany  transactions  between   the   Borrowers  and  the
Restricted Subsidiaries arising in the ordinary course of  business), MINUS
(d) prepaid expenses, MINUS (e) investment s made by the Borrowers  and any
Restricted   Subsidiaries   in   the  Unrestricted  Subsidiaries  permitted
hereunder.

     "TAXES"  shall  mean any and all  present  or  future  taxes,  levies,
imposts,  deductions, charges  or  withholdings  or  all  liabilities  with
respect thereto  imposed  with  respect  to  any  and  all  payments by the

                                13
<PAGE>

Borrowers hereunder and under the Notes, excluding Other Taxes.

     "TERM LOAN I ADVANCE" has the meaning assigned to that term in Section
2.3(a)(i).

     "TERM LOAN ADVANCE" has the meaning assigned to that term  in  Section
2.3(a)(iv).

     "TERM LOAN BORROWING" has the meaning assigned to that term in Section
2.3(a)(iv).

     "TERM  LOAN  COMMITMENT"  has  the  meaning  assigned  to that term in
Section 2.3(a)(iv).

     "TERM  LOAN  NOTE"  has  the meaning assigned to that term in  Section
2.7(a).

     "TERM  PORTION" has the meaning  assigned  to  that  term  in  Section
2.3(a)(iii).

     "TERMINATION  DATE"  has  the meaning assigned to that term in Section
2.3(b).

     "TERMINATION EVENT" shall mean  (a)  a  Reportable  Event described in
Section 4043 of ERISA and the regulations issued thereunder  (other  than a
Reportable Event not subject to the provision for 30-day notice to the PBGC
under such regulations), or (b) the withdrawal of any Borrower or any ERISA
Affiliate  of such Borrower from a Pension Plan during a plan year in which
it was a "substantial  employer" as defined in Section 4001(a)(2) of ERISA,
or (c) the filing of a notice  of intent to terminate a Pension Plan or the
treatment of a Pension Plan amendment  as  a termination under Section 4041
of ERISA, or (d) the institution of proceedings to terminate a Pension Plan
by  the  PBGC  under  Section 4042 of ERISA, or  (e)  any  other  event  or
condition which would constitute  grounds  under  Section 4042 of ERISA for
the  termination  of, or the appointment of a trustee  to  administer,  any
Pension Plan.

     "TOTAL LIABILITIES"  shall  mean,  as  of  any  date  the sum, for the
Borrowers  and their Restricted Subsidiaries (determined on a  consolidated
basis without  duplication in accordance with Generally Accepted Accounting
Principles), of  the  following (a) all Indebtedness (other than contingent
liabilities not required  to  be  reflected  on a balance sheet pursuant to
Generally Accepted Accounting Principles), and  (b)  all  other obligations
(excluding Subordinated Debt) that should be classified as liabilities on a
balance  sheet,  including,  without limitation, all reserves  (other  than
general contingency reserves)  and  all  deferred  taxes and other deferred
items.

     "UNRESTRICTED  SUBSIDIARIES" shall mean BAESA, Seven-Up
Concesiones  S.A.I.C., AYDECAR S.A., Argentine Bottling  Associates,  BAESA
Shareholders Associates,  Riverside,  S.A., Embotelladoras Chilenas Unidas,

                                14
<PAGE>

Embotelladora  del  Uruguay,  S.A.,  Perla  del  Norte,  S.A.,  Punch  N.V.
Limitada, 9 de julio, S.A., Embotelladora  Centroamericana,  S.A.,  Sierras
del  Mar,  S.A.I.C.,  Embosur,  S.A.,  Pepsi-Cola  Engarrafadora Ltda., PCE
Bebidas,  Ltda.,  and  any  other  Subsidiaries  of  any of  the  Borrowers
operating   outside of the United States and Puerto Rico  with  respect  to
which the Bank  has  given  its  previous  written consent to be treated as
Unrestricted Subsidiaries.

     "VOTING TRUST"  shall have the meaning set forth in Section 4.1(y).


                             ARTICLE II

                 AMOUNTS AND TERMS OF THE ADVANCES

     Section 2.1    DESCRIPTION OF TRANSACTION.  The Bank and the Borrowers
entered into a Restated Credit Agreement dated  as of November 10, 1994, as
amended by a First Amendment to Restated Credit Agreement  dated  September
26,  1995  and  a  Second  Amendment  to Restated Credit Agreement and Loan
Documents  dated June 4, 1996 (collectively,  the  "First  Restated  Credit
Agreement")  in order to reflect in a single document certain modifications
to the terms and  conditions  of a Financing Agreement, dated September 10,
1993, among the Bank, Pepsi-Cola  PR  and Beverage Plastics (the "Financing
Agreement"),  reflect  a  corporate reorganization  of  Pepsi-Cola  PR  and
Beverage  Plastics  and  grant  to  Manufacturing  a  non-revolving  credit
facility to finance part of  the  cost  of acquiring, developing, equipping
and constructing a new manufacturing plant  in  Toa Baja, Puerto Rico.  The
Borrowers have now requested certain further modifications to the terms and
conditions of the First Restated Credit Agreement.   In  order  to  reflect
such  modifications  the  parties hereto have agreed to execute this Second
Restated Credit Agreement,   It is not the intention of the parties to this
Agreement and nothing contained  shall  be interpreted as a novation of any
Obligations of the Borrowers to the Bank  under  the  First Restated Credit
Agreement, the Financing Agreement, any collateral documents  securing such
Obligations  or  of  the  indebtedness  evidenced  by notes issued pursuant
thereto, it being expressly acknowledged and agreed  by  the parties hereto
that the First Restated Credit Agreement, the Financing Agreement  and  all
of  the  documents  issued  or executed thereunder (as security therefor or
otherwise)  shall continue to  be  in  full  force  and  effect  as  herein
modified.

     Section 2.2    COMMITMENTS.   Subject  to the terms and conditions and
relying upon the representations and warranties  contained herein, the Bank
hereby  agrees  to make available to the Borrowers certain  loans  as  more
fully set forth in this Agreement.

     Section 2.3    THE  ADVANCES.  (a) (i) On September 10, 1993, the Bank
made a term loan advance (the "Term Loan  I  Advance") to Pepsi-Cola PR and

                                15
<PAGE>


Beverage  Plastics  in  the aggregate principal    amount  of  TEN  MILLION
DOLLARS  ($10,000,000).   On  the  date  hereof,  the aggregate outstanding
principal  amount  of  the  Term  Loan I Advance, after  applying  all  the
installments  of principal on the Term  Loan  I  Advance  which  have  been
received by the  Bank  on or before the date hereof, is $5,256,410.56.  The
proceeds of the Term Loan I Advance were originally used for the purpose of
refinancing certain existing  indebtedness of Pepsi-Cola PR and for general
corporate purposes of Pepsi-Cola  PR  and  Beveral Plastics.  In connection
with  the execution of the First Restated Credit  Agreement,  Manufacturing
agreed  to  become  a  co-borrower with respect to the Term Loan I Advance.
Pursuant to this Agreement  the  Term  Loan  I Advance will be consolidated
with  the  Non-Revolving  Credit  Advances  and the  Term  Portion  of  the
Revolving Credit Advances as part of the Term  Loan  Advance referred to in
Section 2.3(a)(iv) hereof.

      (ii)     Pursuant  to the First Restated Credit Agreement,  the  Bank
made non-revolving credit  advances  to  Manufacturing  (the "Non-Revolving
Credit Advances"), for the development, equipping and construction  of  the
Plant.   On  the date hereof, the aggregate outstanding principal amount of
the Non-Revolving Credit Advances is FIFTEEN MILLION DOLLARS ($15,000,000).
Manufacturing  has  requested and the Bank has agreed to convert all of the
now outstanding Non-Revolving Credit Advances into a term loan comprising a
portion of the Term Loan Advance referred to in Section 2.3 (a) (iv) hereof
subject to the conditions of this Agreement.

     (iii)     Pursuant  to  the  First Restated Credit Agreement, the Bank
made  revolving credit advances to Distributing  (the  "Original  Revolving
Credit Advances").  On the date hereof, the aggregate outstanding principal
amount  of  the  Original  Revolving Credit Advances is TEN MILLION DOLLARS
($10,000,000).  Distributing  has  requested the Bank has agreed to include
Pepsi-Cola PR, Beverage Plastics and  Manufacturing  as borrowers under the
Revolving  Credit  Commitment  and to a reduction of the  revolving  credit
commitment amount under the First Restated Credit Agreement to FIVE MILLION
DOLLARS from TEN MILLION DOLLARS  effective  as  of the Closing Date and to
convert $4,743,584.44 (the "Term Portion") of the  now outstanding Original
Revolving Credit Advances into a term loan comprising part of the Term Loan
Advance  referred  to  below and FIVE MILLION DOLLARS ($5,000,000)  into  a
revolving credit advance subject to the conditions of this Agreement.

      (iv)     The Term  Loan I Advance, the Non-Revolving Credit Advances,
the  Term  Portion and the Original  Revolving  Credit  Advances  shall  be
consolidated into a single term loan advance to be referred to as the "Term
Loan Advance"  and the aggregate principal amount of the Term Loan Advance,
that is TWENTY-FIVE  MILLION  DOLLARS ($25,000,000) shall be referred to as
the  "Term Loan Commitment." In  connection  with  the  execution  of  this

                                16
<PAGE>

Agreement, each of the Borrowers hereby agrees to become a co-borrower with
respect  to  the Term Loan Advance.  The borrowings made under this Section
2.2(a) shall be hereinafter referred to as the "Term Loan Borrowing."

     (b)  The  Bank  agrees,  on  the  terms and conditions hereinafter set
forth, to make revolving credit advances  to  Borrowers  (each advance made
hereunder is hereinafter sometimes referred to individually as a "Revolving
Credit Advance" and collectively as "Revolving Credit Advances")  from time
to  time  during  the  period  from  the  Closing  Date up to and including
September 30, 1997 (as such date may be extended pursuant  to  section 2.16
hereof,  the  "Termination  Date")  which  shall  not  exceed  at  any time
outstanding  for  the Borrowers in the aggregate (subject to the provisions
of subsection (a) of  Section  2.9)  the sum of (i) eighty percent (80%) of
the amount of Distributing's Eligible  Receivables, plus (ii) fifty percent
(50%)  of the net value of Distributing's  Eligible  Inventory  (calculated
based on the cost of Eligible Inventory); PROVIDED, HOWEVER, that revolving
Credit Advances  to  the  Borrowers  shall  not exceed FIVE MILLION DOLLARS
($5,000,000)  in  the  aggregate  at  any  time  (the   "Revolving   Credit
Commitment").   Each  borrowing  under  this  Section  2.3(b) (a "Revolving
Credit Borrowing") shall be in an aggregate principal amount  of  not  less
than  TWENTY-FIVE  THOUSAND  DOLLARS  ($25,000).  Within  the limits of the
Revolving Credit Commitment, the Borrowers may borrow, repay  and  reborrow
Revolving  Credit  Advances under this Section 2.3(b).  In connection  with
the execution of this  Agreement,  each  of the Borrowers hereby recognizes
that as of the Closing Date the aggregate  outstanding  principal amount of
Revolving Credit Advances is FIVE MILLION DOLLARS and each of the Borrowers
hereby agrees to become a co-borrower with respect to the  Revolving Credit
Advances.

     Section 2.4    MAKING THE REVOLVING CREDIT BORROWINGS.  Each Revolving
Credit Borrowing shall be made upon the receipt of written notice  from any
of  the  Borrowers  to  the Bank delivered by not later than 1:00 p.m. (San
Juan, Puerto Rico time) on  the  date  of the proposed Borrowing specifying
the amount desired.

     Section 2.5    FEES.  (a) Pepsi-Cola  PR  agrees to pay to the Bank on
the Closing Date a fee in the amount of TWO HUNDRED THIRTY THOUSAND DOLLARS
($230,000). in order to compensate the Bank for  the  costs associated with
the  structuring,  processing,  approving  and closing of the  transactions
contemplated by Section 2.3 of this Agreement,  including,  but not limited
to,  administrative, out-of-pocket, general, overhead and lost  opportunity
costs,  but  not including any expenses for which the Borrowers have agreed
to indemnify the  Bank  pursuant to Section 8.5 (d) of this Agreement or to
reimburse the Bank pursuant  to Section 8.5 (a) of this Agreement. The Bank
acknowledges  having received from  Pepsi-Cola  PR,  the  amount  of  FORTY
THOUSAND DOLLARS  ($40,000)  of  the  total  fee  due  on  the Closing Date
pursuant to this Section 2.5 (a), such amount to be credited on the Closing
Date against such fee.

     (b)  Pepsi-Cola  PR agrees to pay to the Bank an additional  fee  from
the date of this Agreement until the repayment of all Obligations hereunder
in  the  amount  of  twenty-five  basis  points  of  the  Revolving  Credit

                                17
<PAGE>


Commitment, as reduced  from  time  to time, payable annually in advance on
April 8th of each year or if such day  is  not a Business Day, on the first
Business  Day  immediately following such date  during  the  term  of  this
Agreement  (without  any  proration  as  a  result  of  early  prepayment),
commencing on the Closing Date.

     (c)  Each  of  the above fees shall be fully earned when due and shall
not be subject to pro-ration  or  rebate upon the early termination of this
Agreement for any reason.

     Section 2.6    REDUCTION  OF THE  REVOLVING  CREDIT  COMMITMENT.   The
Borrowers shall have the right,  upon  at  least  three  (3) Business Days'
notice  to  the  Bank, to terminate in whole or reduce in part  the  unused
portions of the Revolving  Credit  Commitment,  provided  that each partial
reduction related thereto shall be in the aggregate amount  of  ONE HUNDRED
THOUSAND DOLLARS ($100,000) or an integral multiple thereof.

     Section 2.7    INTEREST AND REPAYMENT. (a) THE TERM LOAN ADVANCE shall
be evidenced by a promissory note of the Borrowers to the order of the Bank
in substantially the form of Exhibit A hereto (the "Term Loan Note").   The
notes  previously  executed  by  Pepsi-Cola  PR, Manufacturing and Beverage
Plastics  Company  on  November  10,  1994, in connection  with  the  First
Restated Credit Agreement, shall be restated  in  its entirety and replaced
by the Term Loan Note.  The Term Loan Note shall be in the principal amount
of  TWENTY-FIVE  MILLION  DOLLARS ($25,000,000) and shall  be  payable  one
hundred twenty (120) consecutive  monthly  installments  of principal, each
payable on the first (1st) day of each month, commencing on  May  1,  1997.
The installments shall be in the amounts set forth below:


        May 1, 1997 - April 1, 1998      $    83,333.33
        May 1, 1998 - April 1, 1999      $    83,333.33
        May 1, 1999 - April 1, 2000      $    87,500.00
        May 1, 2000 - April 1, 2001      $    95,833.33
        May 1, 2001 - April 1, 2002      $   104,166.66
        May 1, 2002 - April 1, 2003      $   104,166.66
        May 1, 2003 - April 1, 2004      $   125,000.00
        May 1, 2004 - April 1, 2005      $   137,500.00
        May 1, 2005 - April 1, 2006      $   145,833.33
        May 1, 2006 - March 1, 2007      $11,795,833.69


; PROVIDED, that the final installment shall be in such amount as necessary
to pay in full the Obligations related to the Term Loan Advance.

     The  Term  Loan  Note  shall  bear  interest  from its date until full
payment on the unpaid balance of principal thereof at  an  annual  rate  of
interest  which  throughout  each  Funding  Period  shall  be  equal to the
following  rate,  commencing  on  the  date of the Term Loan Note:  (i)  if
Eurodollar Funds are then available to the  Bank for such Funding Period, a


                                18
<PAGE>

fixed rate equal to two point five percent (2.5%)  over and above the LIBOR
Rate; or (ii) if Eurodollar Funds are not then available  to  the  Bank for
such funding Period, a fluctuating annual rate equal to the Base Rate, each
change  in  such  fluctuating  rate  to take effect simultaneously with the
corresponding change in the Base Rate.   Anything  herein  to  the contrary
notwithstanding,  and  without  detriment  to any other rights and remedies
available  to  the Bank, the interest rate applicable  to  the  outstanding
principal of the  Term Loan Note during any period when an Event of Default
shall have occurred  and  be  continuing shall be a fluctuating annual rate
equal to three percent (3%) over  and  above  the Base Rate, each change in
such fluctuating rate to take effect simultaneously  with the corresponding
change  in  the  Base Rate.  Interest due on the Term Loan  Note  shall  be
payable monthly in  arrears on the first (1st) day of each month and on the
date on which the Term  Loan  Advance is paid in full for the actual number
of days elapsed.

     (b)  THE REVOLVING CREDIT  ADVANCES  made by the Bank to the Borrowers
shall be evidenced by a promissory note of  the  Borrowers  to the order of
the  Bank  in  substantially  the  form of Exhibit B hereto (the "Revolving
Credit Note").  The note previously  executed  by  Distributing on November
10, 1994, in connection with the First Restated Credit  Agreement  shall be
restated  in  its entirety and replaced by the Revolving Credit Note.   The
Revolving Credit  Note  shall  be  in  the maximum principal amount of FIVE
MILLION DOLLARS ($5,000,000).  Revolving  Credit  Advances shall be payable
on the Termination Date.  Each Revolving Credit Advance  made  by  the Bank
shall  bear interest from its date until full payment on the unpaid balance
of principal  thereof  at  an annual rate of interest which throughout each
Funding Period shall be equal  to  the  following  rate:  (i) if Eurodollar
Funds are then available to the Bank for such Funding Period,  a fixed rate
equal  to  two  point  five  percent  (2.5%) over and above the LIBOR  Rate
applicable to such Funding Period; or (ii)  if  Eurodollar  Funds  are  not
available  to  the  Bank  for any Funding Period, a fluctuating annual rate
equal to the Base Rate, each change in such fluctuating rate to take effect
simultaneously with the corresponding  change  in  the  Base Rate. Anything
herein to the contrary notwithstanding, and without detriment  to any other
rights and remedies available to the Bank, the interest rate applicable  to
the  outstanding  principal  amount of the Revolving Credit Note during any
period when an Event of Default shall have occurred and be continuing shall
be a fluctuating annual rate equal to three percent (3%) over and above the
Base  Rate,  each  change  in  such   fluctuating   rate   to  take  effect
simultaneously  with  the corresponding change in the Base Rate.   Interest
due on each Revolving Credit Advance shall be payable monthly in arrears on
the day of each successive month on which such Revolving Credit Advance was
disbursed and on the date  on which the Revolving Credit Advance is paid in
full for the actual number of days elapsed.

     All outstanding Revolving Credit Advances shall be paid in full by not
later than the Termination Date.

                                19
<PAGE>

     (c)  [Reserved]

     (d)  Any  payments of principal  or  interest  due  under  the  Notes,
including liquidated  sums  for the payment of attorneys' fees and interest
on any overdue principal, if any, may be charged at the Bank's option, when
due and payable, against any account of any of the Borrowers with the Bank.
The Bank shall promptly notify  the  corresponding  Borrower  of  any  such
charges made against the accounts of such Borrower.

     Section 2.8    OPTIONAL  PREPAYMENTS.   (a) The Borrowers may, upon at
least three (3) Business Days' prior written notice  to  the  Bank,  prepay
(without  premium  or  penalty)  to the Term Loan Note, in whole or in part
with accrued interest to the date of such prepayment on the amount prepaid,
provided that such prepayment is made  from internally generated cash flow,
proceeds from the sale of capital stock of any of the Borrowers (including,
but not limited to any Class A or Class  B capital stock of Pepsi-Cola PR),
other than the cash proceeds remaining from  the  issuance  of  the Class B
Stock Offering or from a refinancing of the Term Loan Advance by  the Bank;
PROVIDED, HOWEVER, that in the event of the prepayment in full of the  Term
Loan  Note, the Borrowers shall agree in writing to continue to provide the
reports  listed  in  Section  5.1(c) (i) and (ii) for a period of 12 months
following  such prepayment in order  for  the  Bank  to  verify  that  such
prepayment was  made  from  funds  obtained  as  permitted  by this Section
2.8(a).   Each  such partial prepayment shall be in an aggregate  principal
amount of not less  than  ONE  HUNDRED  THOUSAND  DOLLARS ($100,000) and in
integral  multiples  thereof,  and  shall  be  applied  to   the  principal
installments  of the Term Loan Note, as directed by the Borrowers,  in  the
inverse order of  their  maturities, and provided further, that if the Term
Loan  Note  being  prepaid is  then  funded  with  Eurodollar  Funds,  such
prepayment may only  be  made  on the last day of the corresponding Funding
Period.

     (b)  The Borrowers may, upon at  least three (3)  Business Days' prior
written notice to the Bank, but  only  after the prepayment in whole of the
Term Loan Note, prepay (without premium  or  penalty)  the Revolving Credit
Note, in whole with accrued interest to the date of such  prepayment on the
amount  prepaid, provided that such prepayment is made from  proceeds  from
the sale  of  capital  stock  of  any  of the Borrowers (including, but not
limited to any Class A or Class B capital  stock  of  Pepsi-Cola PR), other
than  proceeds of the Class B Stock Offering or from a refinancing  of  the
Revolving  Credit  Advances  by  the  Bank;  PROVIDED,  HOWEVER,  that  the
Borrowers  shall agree in writing to continue to provide the reports listed
in Section 5.1(c)  (i)  and  (ii)  for a period of 12 months following such
prepayment in order for the Bank to  verify  that  such prepayment was made
from  funds  obtained  as  permitted by this Section 2.8(a),  and  provided
further, that if the Revolving  Credit  Note  being  prepaid is then funded
with Eurodollar Funds, such prepayment may only be made  on the last day of
the corresponding Funding Period.


                                20
<PAGE>


     (c)  In  the  event  that  the  Borrowers desire to make a  prepayment
hereunder of the Term Loan Note from other  than  internally-generated cash
flow,  or  from  proceeds  from  the  sale  of  assets,  including  from  a
refinancing of the Term Loan Advance by a third party, the  Borrowers  may,
upon  at  least  three (3) Business Days' prior written notice to the Bank,
prepay Term Loan Advance  in whole or in part, with accrued interest to the
date of such prepayment on  the  amount prepaid, provided, that if the Term
Loan Note is then funded with Eurodollar Funds, prepayment thereof may only
be made on the last day of the Funding  Period.   Upon any such prepayment,
the Borrowers shall pay to the Bank a fee  equal to one percent (1%) of the
sum of the principal amount of the Term Loan  Advance  being  prepaid.  Any
such  prepayment  of  the  Term Loan Note shall be applied to the principal
installments  of  such  Term Loan  Note  in  the  inverse  order  of  their
maturities.

     (d)  In the event that  the  Borrowers  desire  to  make  a prepayment
hereunder  of  the Term Loan Note from cash remaining from the issuance  by
Pepsi-Cola PR of  3,500,00  shares of its Class B Common Stock on September
25, 1995 (the "Class B Stock  Offering"),  other  than  cash remaining from
such issuance then held to the credit of the Cash Collateral  Account,  the
Borrowers may,  upon at least three (3) Business Days' prior written notice
to the Bank, prepay the Term Loan Advance in whole or in part, with accrued
interest  to  the  date of such prepayment on the amount prepaid, provided,
that if the Term Loan Note is then funded with Eurodollar Funds, prepayment
thereof may only be  made  on the last day of the Funding Period.  Upon any
such prepayment, the Borrowers  shall  pay  to the Bank a fee equal to one-
half of one percent (0.5%) of the sum of the  principal  amount of the Term
Loan Advance being prepaid. Any such prepayment of the Term Loan Note shall
be  applied  to the principal installments of such Term Loan  Note  in  the
inverse order of their maturities.

     (e)  In the  event  that  the  Borrowers  desire  to make a prepayment
hereunder under the Term Loan Note from any amounts on deposit  in the Cash
Collateral  Account,  the  Borrowers  may, upon at least three (3) Business
Days' prior written notice to the Bank,  prepay  the  Term  Loan Advance in
whole  or in part, with accrued interest to the date of such prepayment  on
the amount  prepaid,  provided,  that  if the Term Loan Note is then funded
with Eurodollar Funds, prepayment thereof  may only be made on the last day
of the Funding Period.  Any such prepayment  of the Term Loan Note shall be
applied to the principal installments of such Term Loan Note in the inverse
order of their maturities.

     (f)  In  the  event that the Borrowers desire  to  make  a  prepayment
hereunder under the  Term  Loan Note from any Net Available Proceeds of any
BAESA  Stock Disposition, the  Borrowers  may,  upon  at  least  three  (3)
Business  Days'  prior  written  notice  to  the Bank, prepay the Term Loan
Advance in whole or in part from such Net Available  Proceeds  of any BAESA
Stock Disposition, with accrued interest to the date of such prepayment  on
the  amount  prepaid,  provided,  that if the Term Loan Note is then funded
with Eurodollar Funds, prepayment thereof  may only be made on the last day


                                21
<PAGE>

of the Funding Period.  Any such prepayment  of the Term Loan Note shall be
applied to the principal installments of such Term Loan Note in the inverse
order of their maturities.

     (g)  In  the  event that any Borrower prepays  any  Advance  hereunder
except as permitted  by  this  Section 2.8 and the Bank suffers any loss or
expense as a result of such prepayment,  including, without limitation, any
loss or expense incurred by reason of the  liquidation  or  reemployment of
deposits or other funds acquired by the Bank to fund any such  Advance, the
Borrowers  shall,  upon  demand  by  the  Bank,  pay to the Bank additional
amounts sufficient to indemnify the Bank against such  loss  or expense.  A
certificate in reasonable detail as to the amount of such loss  or  expense
submitted  to  the  Borrowers by the Bank, absent manifest error, shall  be
conclusive and binding for ail purposes.

     Section 2.9    MANDATORY PREPAYMENTS AND REDUCTIONS OF COMMITMENTS.

     (a)  BORROWING BASE.   Until the Termination Date, the Borrowers shall
from time to time prepay the  Revolving  Credit Advances in such amounts as
shall be necessary so that at all times the aggregate outstanding amount of
the Revolving Credit Advances shall not exceed  the Bank's Revolving Credit
Commitment.

     (b)  SALE OF ASSETS.  Without limiting the obligation of the Borrowers
to obtain the consent of the Bank pursuant to Section  5.2(d) hereof to any
Disposition of assets not otherwise permitted hereunder, no later than five
Business Days after the occurrence of any Disposition Recapture  Date,  the
Borrowers  will  deliver  or cause to be delivered to the Bank a statement,
certified by the chief financial  officer  of the corresponding Borrower or
Restricted Subsidiary, in form and detail satisfactory  to the Bank, of the
amount  of the Net Available Proceeds, and upon the delivery  of  any  such
statement,  the  Borrowers  will  prepay the Advances in a principal amount
equal to Net Available Proceeds from all Dispositions of assets during such
fiscal year in excess of TWO HUNDRED  FIFTY  THOUSAND  DOLLARS  ($250,000),
such prepayment and reduction to be effected in each case in the manner and
to the extent specified in clause (g) of this Section 2.9.

     (c)  INSURANCE  PROCEEDS.  No later than 7 days following the  receipt
of Net Insurance Payments,  the  Borrowers  will  be obligated to repay the
Advances in an amount equal to Net Insurance Payments,  such prepayment and
reduction  to  be  effected  in the manner and to the extent  specified  in
clause  (g)  of this Section 2.9;  PROVIDED  that  no  repayment  shall  be
required hereunder  if  such  Net Insurance Payments are promptly (no later
than 60 days from the date of receipt  thereof) applied to the repair or to
replace the assets damaged in such Casualty.   No  later than five (5) days
following the receipt or insurance proceeds as a result  of  any  Casualty,
the  Borrowers  will  deliver  or  cause  to  be  delivered  to  the Bank a
statement,  certified  by  the chief financial officer of the corresponding

                                22
<PAGE>


Borrower or Restricted Subsidiary,  in  form and detail satisfactory to the
Bank, of the amount of Net Insurance Proceeds.  Insurance proceeds, if any,
related to the Shareholders' Suit and from  any business interruption shall
not be subject to this clause.

     (d)  EXCESS CASH FLOW.  Not later than 120  days after the end of each
fiscal  year of the Borrowers, the Borrowers shall  calculate  Excess  Cash
Flow for  such fiscal year and shall apply an amount equal to fifty percent
(50%) of such  Excess  Cash  Flow  to  prepay  the  Term Loan Advance, such
prepayment  to  be  effected in the manner and to the extent  specified  in
clause (g) of this Section 2.9.

     (e)  SALE OF CLASS  A  COMMON STOCK.  Not later than five (5) Business
Days after the sale by any Borrower  of  any Class A Common Stock of Pepsi-
Cola PR subject to the Option Agreement or  upon  the  assignment by any of
the  Borrowers  of  any  of  their rights under the Option Agreement,  such
Borrower shall apply an amount  equal  to  twenty-five percent (25%) of the
net proceeds received from such sale or assignment  to prepay the Term Loan
Advance, such prepayment to be effected in the manner  and  to  the  extent
specified in clause (g) of this Section 2.9.

     (f)  MONIES  IN  CASH  COLLATERAL  ACCOUNT.  Upon the occurrence of an
Event  of  Default,  any amounts on deposit  to  the  credit  of  the  Cash
Collateral Account shall  be  used by the Borrowers to prepay the Term Loan
Advance or reduce the Revolving  Credit  Commitment,  such prepayment to be
effected in the manner and to the extent specified in clause  (g)  of  this
Section 2.9.

     (g)  APPLICATION.   Prepayments  described  in this Section 2.9 (other
than Section 2.9(a)) shall be applied first to the  Term  Loan  Note in the
inverse  order of the maturities of the installments of the Term Loan  Note
then outstanding  and  the  balance,  if  any, shall be applied to the then
outstanding Revolving Credit Advances and shall reduce the Revolving Credit
Commitment by the corresponding amount.

     Section 2.10   PAYMENTS AND COMPUTATIONS.   The  Borrowers  shall make
each  payment  hereunder or under the Notes or under any Loan Document  not
later than 12:00  noon  (San Juan, Puerto Rico time) on the day when due in
lawful money of the United  States  of  America  to the Bank at its address
referred to in Section 8.2 in immediately available  funds.   The Borrowers
hereby  authorize the Bank to charge from time to time against any  account
of any of  the  Borrowers  with  the  Bank any amount so due, and the  Bank
shall  promptly  thereafter  notify  the Borrowers  of  such  action.   All
computations of interest under the Notes  and  fees hereunder shall be made
by the Bank on the basis of a year of 360 days.

     Section 2.11   PAYMENTS ON NON-BUSINESS DAYS.  Whenever any payment to
be made hereunder or under the Notes or under any other Loan Document shall
be stated to be due, or whenever the last day of  a  Funding  Period  would
otherwise  occur,  on  a day other than a Business Day, such payment may be


                                23
<PAGE>

made, and the last day of  such  Funding  Period  shall  occur, on the next
succeeding Business Day, and such extension of time shall  in  such case be
included in the computation of payment of interest or fees, as the case may
be.

     Section 2.12   FUNDING  PROCEDURE.   The  Borrowers hereby acknowledge
that, in the event that any Advance is funded with  Eurodollar  Funds,  the
Bank,  at  its  discretion  and in order to fund such Advance, may purchase
deposits consisting of Eurodollar Funds in an aggregate amount equal to the
Advance being funded and with  a  maturity coterminous with the maturity of
such Advance or of the corresponding  Funding  Period.   The  Provisions of
this Agreement relating to the funding and pricing of Advances are included
only  for  the  purpose  of  conducting  operations  hereunder,  and it  is
therefore understood that, regardless of the manner selected by the Bank to
fund  such Advances, all operations hereunder, including without limitation
the determination  as  to  the interest rate applicable to any such Advance
and the determination of any loss or expense incurred by the Bank by reason
of the liquidation or reemployment  of  deposits or other funds acquired by
the Bank to fund Advances hereunder, shall  be conducted as if the Bank had
actually funded such Advances with Eurodollar Funds through the purchase of
deposits consisting of Eurodollar Funds in an aggregate amount equal to the
Advance being funded and with a maturity coterminous  with  the maturity of
such Advance or of the corresponding Funding Period.

     Section 2.13   INCREASED   COSTS.    If,   due   to   either  (1)  the
effectiveness of or any change (including, without limitation,  any  change
by way of imposition or increase of any reserve requirements) in or in  the
interpretation  of  any  law or regulation, or (2)  the compliance with any
formal  guideline  or  formal  request  from  any  central  bank  or  other
governmental authority (whether  or  not  having  the  force of law), there
shall  be  any  increase  in the cost to the Bank of agreeing  to  make  or
making, funding or maintaining  Advances  made  to  any Borrower hereunder,
then the Borrowers shall from time to time, upon demand  by  the  Bank, pay
the  Bank additional amounts sufficient to indemnify the Bank against  such
increased  cost.   A  certificate  in reasonable detail as to the amount of
such increased cost submitted to the Borrowers by the Bank, absent manifest
error, shall be conclusive and binding for all purposes.

     Section 2.14   CHANGED  CIRCUMSTANCES.    Notwithstanding   any  other
provision of this Agreement, if the effectiveness of or any change in or in
the interpretation of any law or regulation shall make it unlawful,  or any
central  bank  or  other  governmental  authority  shall  assert that it is
unlawful,  for  the Bank to perform its obligations hereunder  to  fund  or
maintain Advances  hereunder  with Eurodollar Funds then, on notice thereof
and demand therefor by the Bank to the Borrowers, (1) the obligation of the
Bank  to  fund  or  maintain  such Advances  with  Eurodollar  Funds  shall
terminate, and (2) the Bank shall  convert  all outstanding Advances funded


                                24
<PAGE>

with Eurodollar Funds into Advances funded with funds other than Eurodollar
Funds.  In the event that the Bank suffers any  loss or expense as a result
of the conversion of the Advances as aforesaid, the  Borrowers  shall, upon
demand by the Bank, pay the Bank additional amounts sufficient to indemnify
the Bank against such loss or expense.  A certificate in reasonable  detail
as to the amount of such loss or expense submitted to the Borrowers by  the
Bank,  absent  manifest  error,  shall  be  conclusive  and binding for all
purposes.

     Section 2.15   TAXES.   (a)  Any  and  all  payments by the  Borrowers
hereunder and under the Notes shall be made free and  clear  of and without
deduction  for  any  and  all present or future Taxes, excluding all  Taxes
imposed on or determined by  reference to the Bank's net income.  All Taxes
which the Borrowers are required to bear pursuant to the preceding sentence
are  referred  to as "Non-Excluded  Taxes."   If  the  Borrowers  shall  be
required by law  to deduct any Non-Excluded Taxes from or in respect of any
sum payable hereunder  or  under  the  Notes,  (i) the sum payable shall be
increased as may be necessary so that after making  all required deductions
(including  deductions  applicable  to additional sums payable  under  this
Section 2.15) the Bank receives an amount  equal  to  the sum it would have
received  had no such deductions been made, (ii) the Borrowers  shall  make
such deductions, and (iii) the Borrowers shall pay the full amount deducted
to the relevant  taxation  authority  or other authority in accordance with
applicable law.  In the event that the  Bank  receives any credit or refund
of any Non-Excluded Taxes included in any payment  made  by  the  Borrowers
pursuant  to  the  immediately preceding sentence, the Bank shall reimburse
the corresponding Borrower for the amount of such credit or refund actually
received.

     (b)  In addition,  the  Borrowers  agree  to pay any present or future
stamp  or documentary taxes or any other excise or property taxes, registry
fees, charges or similar levies which arise at any  time  from  any payment
made  hereunder  or under the Notes or any other Loan Document or from  the
execution, delivery  or registration of, or otherwise with respect to, this
Agreement, the Notes or any other Loan Document (hereinafter referred to as
"Other Taxes").

     (c)   The Borrowers  will  indemnify  the  Bank for the full amount of
Non-Excluded Taxes or Other Taxes (including, without  limitation, any Non-
Excluded  Taxes  or  Other  Taxes  imposed by any jurisdiction  on  amounts
payable  under  this  Section 2.15) paid  by  the  Bank  or  any  liability
(including penalties, interest  and  expenses)  arising  therefor  or  with
respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were
correctly  or  legally asserted.  This indemnification shall be made within
five (5) days from the date the Bank makes written demand therefor.

     (d)  Within  thirty  (30)  days  after the date of any payment of Non-
Excluded  Taxes, the Bank will furnish to  the  Borrower,  at  its  address
referred to  in  Section 8.2, the original or a certified copy of a receipt
evidencing payment thereof.

                                25
<PAGE>


     Section 2.16   EXTENSION  OF  TERMINATION DATE.  The obligation of the
Bank to make the Revolving Credit Advances shall terminate on September 30,
1997, such date, as it may be extended  pursuant to the following sentence,
being  the "Termination Date").  The Bank,  at  its  sole  discretion,  may
extend the  Termination Date for additional periods (which may be less than
one year) under terms and conditions (which may differ from those contained
in this Agreement)  that  the  Bank  may determine, at its sole discretion,
based upon economic conditions prevailing  as  of  the Termination Date and
the Borrowers' ability to meet their obligations.


                             ARTICLE III

                       CONDITIONS OF LENDING

     Section 3.1    CONDITION PRECEDENT TO ALL ADVANCES.   The execution of
this  Second  Restated  Credit  Agreement  and  the  making of any  Advance
hereunder is subject to the condition precedent that the  Bank  shall  have
received  on  or  before  the  day  of any additional Advance hereunder the
following, in form and substance satisfactory to the Bank:

     (a)  Each of the Notes to the order of the Bank.

     (b)  Evidence   that   the  following   security   instruments   (such
instruments, together with this  Agreement,  the  Notes  and  all  security
instruments  delivered, or to be delivered, to the Bank hereunder, and  any
amendments executed  in  connection  with any of the foregoing, hereinafter
collectively referred to as the "Loan  Documents"),  duly  executed  by the
parties  identified  below  or  in  such  other  instruments  (such parties
hereinafter  collectively  referred to as the "Loan Parties") are  in  full
force and effect:

            (i)     the pledge a mortgage note in the amount of $3,118,800,
secured by personal property  mortgages  creating  a  continuing  perfected
security interest covering the Borrowers' Machinery and Equipment listed in
Schedule E hereto;

           (ii)     assignment of accounts receivable agreements creating a
continuing  perfected security interest covering all of the Receivables  of
the Borrowers  and  the  corresponding statements of assignment of accounts
receivable;

          (iii)     factor's  lien  agreements  executed  by  each  of  the
Borrowers  creating  a continuing first priority security interest covering
all of the Inventory of  the Borrowers and all of the Receivables generated
the sale of such Inventories;

           (iv)     a  pledge  of  two  mortgage  notes  in  the  aggregate
principal amount of TWO-MILLION  NINE  HUNDRED  AND TWENTY THOUSAND DOLLARS
($2,920,000) secured by first mortgages creating  continuing first priority
security  interests  covering  certain  real estate recorded  at  page  one

                                26
<PAGE>


hundred ninety-seven (197) of Volume twenty-four  (24)  of  the Registry of
Property, Toa Baja, Section II of Bayam<o'>n, property number  one  hundred
eighty-seven (187);

            (v)     a pledge of a mortgage note in the principal amount  of
FIFTEEN MILLION DOLLARS ($15,000,000) secured by a second mortgage creating
a  continuing  second priority security interest covering the real property
described in Section 3.1(b)(iv);

           (vi)     a  pledge of a mortgage note in the principal amount of
EIGHTY-FIVE  THOUSAND  DOLLARS  ($85,000)  secured  by  a  second  mortgage
creating a second priority  lien on the parcel of real property referred to
as 5-A on the Survey and segregated  from  the  real  property described in
Section 3.1(b)(iv);

          (vii)     a pledge of a mortgage note in the  principal amount of
THREE  MILLION  FORTY  THOUSAND  DOLLARS ($3,040,000) secured  by  a  first
mortgage creating a continuing first  priority  security  interest covering
certain  real  estate  recorded  at page 121 of volume 77 of Sabana  Llana,
property number 30319 of the Registry of Property of Puerto Rico; and

         (viii)     a pledge of a  mortgage note in the principal amount of
EIGHT MILLION ONE HUNDRED TWENTY-NINE  THOUSAND  SIX  HUNDRED  FORTY  THREE
DOLLARS  ($8,129,643)  secured  by  a  first mortgage creating a continuing
priority  security  interest  covering  the   Machinery  and  Equipment  of
Manufacturing  described  in that certain Personal  Property  Mortgage  and
Affidavit dated October 11,  1996 executed by Manufacturing in favor of the
Bank.

           (ix)     a pledge of  a mortgage note in the principal amount of
ONE  MILLION  FOUR  HUNDRED EIGHTY-NINE  THOUSAND  ONE  HUNDRED  NINETY-TWO
DOLLARS ($1,489,192)  secured  by  a  first  mortgage creating a continuing
first priority security interest covering the  Machinery  and  Equipment of
Beverage Plastics described in that certain Personal Property Mortgage  and
Affidavit  dated October 11, 1996 executed by Beverage Plastics in favor of
the Bank.

     (c)  Evidence that all actions necessary, or in reasonable judgment of
the Bank, desirable  to  perfect and protect the   security interest in the
Collateral have been taken.

     (d)  Certified copies  of the resolutions of the Board of Directors of
each of the Borrowers and, if required, the consents of the stockholders of
each Loan Party, approving the execution and delivery of this Agreement and
the Notes and any amendment to    each Loan Document to which it is a party
required by the Bank.

     (e)  A certificate of the Secretary  or an Assistant Secretary of each
Borrower certifying the names and true signatures  of  the officers of such
Borrower authorized to sign this Agreement, the Notes and  any amendment to
each  Loan  Document  to which it is a party required by the Bank  and  the
other documents to be delivered by it hereunder.


                                27
<PAGE>


     (f)  Favorable opinion  of counsel for the Borrowers, in substantially
the form agreed to by the Bank and the Borrowers.

     (g)  Certificates of good  standing dated not more than ten days prior
to the execution of this Agreement  showing  that the Borrowers are in good
standing in the State of Delaware, and copies certified by the Secretary of
State of the State of Delaware, dated not more  than ten (10) days prior to
the date of execution of this Agreement, of the Organizational Documents of
each of the Borrowers.

     (h)  A  Certificate dated not more than ten (10)  days  prior  to  the
execution of this  Agreement  showing  that  the Borrowers are qualified to
transact  business  in  and are in good standing  under  the  laws  of  the
Commonwealth of Puerto Rico.

     (i)  The Cash Collateral  Agreement  in  the  form  attached  to  this
Agreement as Exhibit C.

     (j)  Evidence of the insurance required by Section 5.1(b) hereof.

     (k)  A  copy  of  the Marketing Agreement, stating the total marketing
budget of the Borrower for 1997 and that the amount expected to be spent by
PepsiCo for marketing, advertising  related  expenditures  and discount and
allowances  shall be not less than the amount set forth in the  term  sheet
prepared by the Bank in connection with this Agreement.

     (l)  Copies  of all policies and correspondence received by any of the
Borrowers on or before  the  Closing  Date  from any insurance company that
insures any of the Borrowers or their officers  and  directors with respect
to the Shareholders' Suit.

     (m)  Such  other  documents, instruments and agreements  as  the  Bank
shall reasonably request.

     Section 3.2    CONDITIONS  PRECEDENT  TO ALL ADVANCES.  The obligation
of the Bank to make an Advance on the occasion of each Borrowing (including
the initial Borrowing) shall be subject to the  further condition precedent
that on the date of such Advance the following statements shall be true and
the  Bank shall have received a certificate signed  by  a  duly  authorized
officer  of  each of the Borrowers, dated the date of such Advance, stating
that the representations  and warranties contained in Articles IV and VI of
this Agreement, in the Loan  Documents  to  which it is a party and, to the
best of its knowledge, in the Loan Documents  executed  by  any  other Loan
Party, are correct in all material respects on and as of the date  of  such
Advance  as  though  made on and as of such date (except to the extent that
such representations and warranties relate to an earlier date).

     Section 3.3    REFERENCE  TO  AND  EFFECT ON THE LOAN DOCUMENTS.  Upon
the effectiveness of this Agreement, on and  after  the  date  hereof  each

                                28
<PAGE>


reference  in  each  of  the  Loan  Documents to "the First Restated Credit
Agreement "thereunder," "thereof" or  words  of like referring to the First
Restated Credit Agreement, shall mean and be a  reference to this Agreement
and  each reference in the Notes to "this Note," "hereunder,"  "hereof"  or
words  of  like  import  referring  to such Note, and each reference in the
other Loan Documents to "the Notes,"  "thereunder,"  "thereof"  or words of
like  import referring to the Notes, shall mean and be a reference  to  the
Notes executed on the date hereof.


                             ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES

     Section 4.1    REPRESENTATIONS  AND  WARRANTIES  OF THE BORROWERS.  In
order  to  induce  the Bank to enter into this Agreement and  to  make  the
Advances hereunder,  the  Borrowers  jointly and severally (solidariamente)
make the following representations and  warranties  to  the  Bank as at the
Closing  Date,  each  and  all  of  which  shall survive the execution  and
delivery of this Agreement:

     (a)  Each  of  the  Borrowers:  (i) is a corporation,  partnership  or
other entity duly organized,  validly  existing  and in good standing under
the laws or the jurisdiction of its organization;  (ii)  has  all requisite
corporate  or  other power and authority, and has all material governmental
licenses, authorizations,  consents  and  approvals  necessary  to  own its
assets  and  carry  on  its  business  as  now  being  or as proposed to be
conducted; and (iii) is qualified to do business and is in good standing in
all jurisdictions in which the nature of the business conducted by it makes
such qualification necessary and where failure so to qualify  could  have a
Material Adverse Effect.

     (b)  Borrower  has  all  necessary power (corporate or otherwise), and
authority to execute, deliver and perform its obligations under each of the
Loan Documents; the execution delivery  and performance by each Borrower of
each of the Loan Documents to which any Borrower is or will be a party have
been duly authorized by all necessary corporate  or  other  action  on  its
part,  including,  without  limitation, any required shareholder or partner
approvals); and this agreement  has  been  duly  and  validly  executed and
delivered  by  each  Borrower  and constitutes, and each of the other  Loan
Documents executed and delivered  by  each  Borrower  (in  the  case of the
Notes,  for  value)  constitutes,  its legal, valid and binding obligations
enforceable against each Borrower in  accordance  with its terms, except as
such   enforceability   may   be   limited   by   bankruptcy,   insolvency,
reorganization,   moratorium  or  similar  laws  of  general  applicability
affecting the enforcement of creditors' rights.

     (c)  No information, report, financial statement, exhibit, schedule or
disclosure letter furnished  in  writing  by  or  on  behalf  of any of the
Borrowers  to  the Bank in connection with the negotiation, preparation  or


                                29
<PAGE>


delivery of this Agreement and the other Loan Documents or included therein
or delivered pursuant  thereto  contains  any  untrue statement of material
fact or omits   or omitted to state any material fact necessary to make the
statements therein, in light of the circumstances  under  which   they were
made,  not  misleading.  All written information furnished after  the  date
hereof by each  of  he  Borrowers  to  the  Bank  in  connection  with this
Agreement  and  the  other Loan Documents and the transactions contemplated
hereby and thereby will  be  true,  complete and accurate in every material
respect, or (in the case of projections,  based on reasonable estimates, on
the date as of such projections) on the date  as  of which such information
is stated or certified.  There is no fact known to the Borrowers that could
have a Material Adverse Effect that has not been disclosed  herein,  in the
other  Loan  Documents  or  in  a  report,  financial  statement,  exhibit,
schedule, disclosure letter or other writing furnished to the Bank for  use
in connection with the transactions contemplated hereby.

     (d)  None  of  the  execution  and  delivery of this Agreement and the
Notes and the other Loan Documents, the consummation  of  the  transactions
herein and therein contemplated or compliance with the terms and provisions
hereof and thereof will conflict with or result in a breach of,  or require
any consent under, the Organizational Documents of any Borrower or  any  of
its  Subsidiaries, or any applicable law or regulation, or any order, writ,
injunction  or decree of any court or Governmental authority, or agency, or
any agreement  or instrument to which any of the Borrowers is a party or by
or to which any  of  them  or any of their property is bound or subject, or
constitute a default (with or  without the giving of notice or the lapse of
time) under any such agreement or  instrument,  or  (except  for  the Liens
created  pursuant  to  the  Loan  Documents)  result  in  the  creation  or
imposition of any Lien upon any property of Borrowers pursuant to the terms
of any such agreement or instrument.

     (e)  Except  as  set  forth  in  Schedule  4.1(e) hereto,  there is no
pending or, to the best of the Borrowers' knowledge,  or,  to the knowledge
of  the  Borrowers  or  their Restricted Subsidiaries officers,  threatened
litigation, arbitration,  investigation  or  proceeding  against any of the
Borrowers  or their Restricted Subsidiaries before any court,  governmental
agency or arbitrator that, adversely determined, could result in a material
judgment not  fully  covered  by insurance, could result in a forfeiture of
all or any substantial part of  the  property  of  any  of the Borrowers or
their  Restricted  Subsidiaries or could otherwise have a Material  Adverse
Effect.

     (f)  No authorization,  approvals  or  consents  of,  and  no filings,
recordations or registration with, any governmental or regulatory authority
or  agency  or  any  securities  exchange  are necessary for the execution,
delivery or performance by the Borrowers of  this  Agreement,  the Notes or
any Loan Document to which any of the Borrowers are or will be a  party  or
for  the  legality,  validity or enforceability thereof, except for filings

                                30
<PAGE>


and recordings in respect  of  the  Liens  created  pursuant  to  the  Loan
Documents.

     (g)  No  proceeds  of any Advance will be used to acquire any security
in any transaction that is  subject to Sections 13 and 14 of the Securities
Exchange Act of 1934 and the  proceeds of the Advances will be applied only
for the purposes set forth in Article II hereof.

     (h)  None of the Borrowers  is  engaged  in  the business of extending
credit  for  the  purpose, whether immediate, incidental  or  ultimate,  of
purchasing or carrying margin stock (within the meaning of Regulation U and
X issued by the Board  of  Governors of the Federal Reserve System), and no
proceeds of any Advance will  be used to purchase or carry any margin stock
or to extend credit to others for the purpose of purchasing or carrying any
margin stock.

     (i)  Each Borrower is, and  after giving effect to the consummation of
the transactions contemplated by this Agreement, will be Solvent.

     (j)  Each of the Borrowers and  each  of  their  respective Restricted
Subsidiaries  have  filed all federal, state, Commonwealth  and  other  tax
returns required to be filed and have paid all taxes, assessments and other
governmental charges  shown  thereon  to  be  due,  including  interest and
penalties,  or  have  provided  adequate  reserves  therefor; no unpaid  or
uncontested  assessments  have  been  made  against  any  Borrower  or  any
Restricted Subsidiary of any Borrower by any taxing authority,  nor has any
penalty  or  deficiency  been  assessed  by  any  such  authority,  and all
contested assessments have been disclosed to the Bank and adequate reserves
have been made therefor.  Such tax returns properly reflect the income  and
taxes  of  the  Borrowers and their Restricted Subsidiaries for the periods
covered thereby,  subject  only  to  reasonable adjustments required by the
corresponding taxing authorities upon  audit and having no Material Adverse
Effect on the financial condition, business or results of operations of the
Borrowers, and such evidence that each Borrower  has  provided  to the Bank
showing that any such taxes or penalties have been paid by such Borrower is
true and correct.

     (k)  No  Borrower nor any Restricted Subsidiary is  in default  in any
material  respect under any agreement or instrument to which it is a party,
such  default   having   the  effect   of  permitting  the  termination  or
acceleration of such agreement or instrument, including, but not limited to
the Bottling Agreement and the Marketing Agreement.

     (l)  The Borrowers' use  of  the  proceeds of each Advance made by the
Bank hereunder is, and will continue to  be,  a  legal and proper corporate
use (duly authorized by the Borrowers' Board of Directors  or similar body)
and  such  use is, and will continue to be, consistent with all  applicable
laws and regulations.

                                31
<PAGE>


     (m)  The operations of the Borrowers and their Restricted Subsidiaries
comply  in all  material  respects  with  all  applicable  federal,  state,
Commonwealth  or  local environmental statutes and regulations; none of the
operations of the Borrowers  or their Restricted Subsidiaries is subject to
any judicial or administrative  proceedings  alleging  the violation of any
federal,  state,  Commonwealth  or  local environmental, health  or  safety
statute or regulation; none of the operations  of  the  Borrowers  or their
Restricted Subsidiaries is the subject of a federal,             state,
Commonwealth  or local investigation evaluating whether any remedial action
is needed to respond  to  a release of any hazardous toxic waste, substance
or constituent, or any other substance into the environment, which remedial
action  could  have a Material  Adverse  Effect;  the  Borrowers  or  their
Restricted Subsidiaries have not filed any notice under any federal, state,
Commonwealth or  local law indicating past or present treatment, storage or
disposal  of  a hazardous  waste  for  purposes  of  the  Federal  Resource
Conservation and  Recovery  Act or other similar state or Commonwealth law;
and  the Borrowers have no contingent  liability  in  connection  with  any
release of any hazardous or toxic waste, substance or constituent, into the
environment  which  contingent  liability,  if  liquidated,  would  not  be
adequately covered (in the Bank's reasonable determination) by insurance or
other   indemnification   rights   or   which,  in  the  Bank's  reasonable
determination, would not be expected to have a Material Adverse Effect.

     (n)  None  of the Borrowers or their  Restricted  Subsidiaries  is  an
"investment company," or a company "controlled" by an "investment company,"
within the meaning of the Investment Company Act of 1940, as amended or any
other statute or regulation that limits its ability to incur Indebtedness.

     (o)  None of  the  Borrowers is a "holding company," or an "affiliate"
of a "holding company" or  a  "subsidiary  company" of a "holding company,"
within the meaning of the Public Utility Holding  Company  Act  of 1935, as
amended.

     (p)  Set  forth  in  Schedule  4.1(p) hereto is a complete and correct
list, as of the date of this Agreement,  of  all  the  Subsidiaries  of the
Borrowers  (and  the  respective jurisdiction of incorporation of each such
Subsidiary) and of all  investments held by the Borrowers or any Subsidiary
in other Persons through  joint ventures or otherwise.  Except as disclosed
in Schedule 4.1(p) hereto,  each Borrower owns free and clear of Liens, all
outstanding shares of such Subsidiaries (and each Subsidiary owns, free and
clear of Liens, all outstanding  shares  of  its Subsidiaries) and all such
shares are validly issued, fully paid and nonassessable  and  no  rights to
subscribe  to  any  additional  shares  have  been  granted and no options,
warrants or similar rights are outstanding.

     (q)  The  audited  consolidated balance sheets of  the  Borrowers  and
their Restricted Subsidiaries  as  of  September  30, 1996, and the related
statements  of  income  and  retained earnings of the Borrowers  and  their
Restricted Subsidiaries for the  fiscal  year then ended, and the unaudited
financial statements of the Borrowers and their Restricted Subsidiaries for


                                32
<PAGE>


the three month period ending on December  31,  1996,  complete  copies  of
which  have  been  furnished to the Bank, fairly and accurately present the
financial condition  of  the Borrowers and their Restricted Subsidiaries at
such  dates and the results  of  operations  of  the  Borrowers  and  their
Restricted  Subsidiaries  for  the  periods  ended  on  such  dates, all in
accordance  with  Generally  Accepted  Accounting  Principles  consistently
applied,  and  since December 31, 1996, there has been no material  adverse
change  in  such  financial   condition   or   operations.   There  are  no
liabilities,  contingent  or  otherwise, not disclosed  in  such  financial
statement that involve a material amount.

     (r)  Each of the Borrowers  and  its  Restricted Subsidiaries owns and
has good and marketable title to the properties  shown  to  be owned in the
most  recent  financial statements of the Borrowers delivered to  the  Bank
prior to the date  of  this  Agreement  (other  than  assets and properties
disposed  of in the ordinary course of business).  Each  Borrower  and  its
Restricted  Subsidiaries  owns  and  has  good and marketable title to, and
enjoys peaceful and undisturbed possession  of,  all  properties  that  are
necessary  for  the operation and conduct of their respective businesses as
conducted on the date hereof.  Manufacturing has good insurable, recordable
and marketable title  to  the Realty.  There are no squatters on the Realty
and, except as otherwise provided  in  this Agreement, Manufacturing is and
will remain for as long as any Obligation  is  outstanding, in complete and
exclusive possession of the Realty.

     (s)  Each Pension Plan of each Borrower and  all  of  their Restricted
Subsidiaries, if any, is in material compliance with ERISA,  no Termination
Event has occurred or is reasonably expected to occur with respect  to  any
Pension  Plan  which has resulted or could reasonably be expected to result
in a Material Adverse  Effect, all contributions required to be made to any
Pension Plan by its terms,  the  Code  or  ERISA  (including  any quarterly
installments required under Section 412(m) of the Code or Section 302(e) of
ERISA) have been made by the applicable due date; to the knowledge  of  the
Borrowers,  no Multiemployer Plan is insolvent or in reorganization; except
as set forth  in  Schedule  4.1(s),  no  Pension Plan has an accumulated or
waived funding deficiency within the meaning  of  Sections  302  and 303 of
ERISA  or  Section  412  of  the  Code; neither the Borrowers nor any ERISA
Affiliate  has  incurred any material  liability  (including  any  material
contingent liability)  to  or on account of a Pension Plan or Multiemployer
Plan pursuant to election 4062, 4063, 4064, 4201 or 4204 of ERISA which has
not been satisfied; no proceedings  have  been  instituted to terminate any
Pension Plan, and no condition exists which presents a material risk to the
Borrowers nor an ERISA Affiliate of incurring a liability  to or on account
of  a  Pension Plan or Multiemployer Plan pursuant to any of the  foregoing
Sections of ERISA.


                                33
<PAGE>


     (t)  Neither  the business nor the properties of any Borrower or their
Restricted Subsidiaries  are  affected  by  any  labor  dispute  materially
affecting such business or properties or the operations of the Borrowers or
their Restricted Subsidiaries.

     (u)  None of the Borrowers or their Restricted Subsidiaries is subject
to  any restriction under its corresponding Organizational Documents  which
could have a Material Adverse Effect.

     (v)  A  complete  and  correct copy of each Organizational Document of
each Borrower in effect on the date of this Agreement or the date when such
Borrower became a party to this Agreement has been delivered to the Bank.

     (w)  The Borrowers' and  their  Restricted  Subsidiaries  possess  all
patents,  patent  rights  or  licenses, trademarks, trademark rights, trade
names, trade name rights and copyrights which are required to conduct their
business as presently conducted  and  as  proposed  to be conducted without
known conflict with the rights of others.

     (x)  The  execution  of  each  of  the  Bottling Appointment  and  the
Marketing  Agreement  by  Pepsi-Cola PR has been  duly  authorized  by  all
necessary corporate or other  action on its part and constitutes its legal,
valid, binding and enforceable  obligation  in  accordance  with its terms.
Each of the Bottling Appointment and Marketing Agreement is in  full  force
and effect on the date hereof and has not been terminated or threatened  to
be  terminated  and  Pepsi-Cola  PR is not in breach of any of the material
terms of any such agreement.

     (y)  That certain Voting Trust  and  Irrevocable  Proxy  dated  as  of
September  28,  1996 (the "Voting Trust") by and among the recordholders of
common stock of Pepsi-Cola  PR,  par  value  $0.01 and having six votes per
share  (the  "Class  A  Shares"),  Mr.  Rafael   Nin   and   Pepsi-Cola  PR
(collectively,  the  "Voting  Trust  Parties") has been duly authorized  by
Pepsi Cola PR by all necessary corporate  or  other action on its part and,
with respect to those terms and conditions attributable  to it, constitutes
legal,  valid,  binding  and  enforceable obligations of Pepsi-Cola  PR  in
accordance with its terms and as  of  the  date hereof is in full force and
effect.

     (z)  That certain Stock Option Agreement  dated  as  of  September 28,
1996  (the  "Option  Agreement") by and among the Voting Trust Parties  has
been duly authorized by  Pepsi-Cola PR by all necessary corporate and other
action on its part and to the extent the Option Agreement is transferred to
Pepsi-Cola PR, as permitted  thereunder,  constitutes  its legal, valid and
binding agreement enforceable by Pepsi-Cola PR in accordance with its terms
and as of the date hereof is in full force and effect.


                                34
<PAGE>


                             ARTICLE V

                    COVENANTS OF THE BORROWERS

     Section 5.1    AFFIRMATIVE  COVENANTS.   So  long  as any  Note  shall
remain  unpaid  or  the  Bank  shall  have  any  Commitment hereunder,  the
Borrowers  and  each  of  their  Restricted  Subsidiaries,  to  the  extent
applicable, shall:

     (a)  Comply  in all material respects with  the  requirements  of  all
applicable  laws,  rules,   regulations  and  orders   of  governmental  or
regulatory authorities if failure  to  comply  with such requirements could
have a Material Adverse Effect, except for any such  law,  rule, regulation
or  order which is being contested in good faith and by proper  proceedings
by a Borrower.

     (b)  Maintain  the  Plant,  the  Realty and all their other properties
(real  and personal) insured at all times  by  responsible,  reputable  and
financially  sound  insurance companies or associations in such amounts and
covering loss or damage  by  fire,  earthquake, hurricane and windstorm and
such other risks as are usually carried  by  companies  engaged  in similar
businesses  and  owning  similar  properties  as  the  Borrowers,  maintain
adequate  (in  the  reasonable  opinion  of the Bank) business interruption
insurance  covering such risks and hazards  as  are  carried  by  companies
engaged in similar  businesses  and  in  such  amounts  as  are  reasonably
required  by the Bank, and maintain adequate (in the reasonable opinion  of
the Bank)   insurance  against  liability  to  persons  for  such risks and
hazards and in such amounts as are usually carried by companies  engaged in
similar  businesses;  all  such  policies shall name the Bank as an insured
party (as its interests may appear) and provide for payment of the proceeds
thereof to the Borrowers and/or the Bank, as their respective interests may
appear, and shall contain an endorsement providing that the insurance shall
not be cancelable except upon thirty  (30) days prior written notice to the
Bank and from time to time at the request  of the Bank, the Borrowers shall
deliver to the Bank a detailed schedule indicating  all  insurance policies
then  in  force  and  furnish  to  the Bank certificates or other  evidence
satisfactory  to  the  Bank  of compliance  with  the  foregoing  insurance
provisions.

     (c)  Furnish to the Bank:

            (i)     as soon as available and in any event within forty-five
(45) days after the end of each  of the first three quarters of each fiscal
year of each Borrower and its Subsidiaries  (A)  to  the extent applicable,
consolidated   and  consolidating  statements  of  income,  statements   of
stockholder's equity  and cash flow of the Borrowers and their Subsidiaries
for such period and for  the  period  from  the beginning of the respective
fiscal  year to the end of such period, and the  related  consolidated  and
consolidating   balance   sheets   as  at  the  end  of  such  period,  and
(B)  consolidated and consolidating statements  of  income,  statements  of
stockholder's  equity  and  cash  flow  of each Borrower and the Restricted

                                35
<PAGE>


Subsidiaries on a consolidated basis, for  such  period  and for the period
from  the  beginning of the respective fiscal year   to  the  end  of  such
period, setting  forth  in  each case in comparative form the corresponding
consolidated and consolidating  figures for the corresponding period in the
preceding fiscal year, accompanied  by  a certificate of a senior financial
officer of the corresponding Borrower, which  certificate  shall state that
said   Financial  statements  fairly  present  the  consolidated  financial
condition  and  results of operations of each Borrower and its consolidated
Subsidiaries, and  the  unconsolidated  financial  condition and results of
operations  of each Borrower and of each of its consolidated  Subsidiaries,
in accordance  with  Generally Accepted Accounting Principles, consistently
applied, as at the end of, and for, such period (subject to normal year-end
audit adjustments and any footnotes thereto);

           (ii)     as  soon  as available and in any event within 120 days
after the end of each fiscal year  of  each  Borrower,  (A)  to  the extent
applicable,  consolidated and consolidating statements of income, statement
of  Stockholder's   equity  and  cash  flow  of  the  Borrowers  and  their
Subsidiaries for such  year  and the related consolidated and consolidating
balance  sheets  as at the end of  such  year,  and  (B)  consolidated  and
consolidating statement  of  income, statements of stockholder's equity and
cash flow of each Borrower and  the  Restricted  Subsidiaries for such year
and the related consolidating and consolidated balance  sheet as at the end
of  such  year,  setting  forth  in  each  case  in  comparative  form  the
corresponding  consolidated  and  consolidating  figures  for the preceding
fiscal  year,  and  accompanied  by  (1)  in  the case of said consolidated
statements  and  balance  sheet,  by  an  opinion  thereon  of  independent
certified public accountants of recognized national standing, which opinion
shall state that said consolidated financial statements  fairly present the
consolidated financial condition and results of operations of each Borrower
and  its  Subsidiaries  as  at  the  end of, and for, such fiscal  year  in
accordance  with  the  Generally  Accepted  Accounting  Principles,  and  a
certificate of such accountants stating  that,  in  making  the examination
necessary  for  their  opinion,  they  obtained  no  knowledge,  except  as
specifically stated, of any Event of Default, and (2) in the case  of  said
consolidating  statements  and  balance  sheets,  by  a  certificate of the
President  or  chief financial officer of each Borrower, which  certificate
shall state that said consolidating financial statements fairly present the
unconsolidated financial  condition  and  results  of  operations  of  such
Borrower  and  of  each  of  its  Subsidiaries in accordance with Generally
Accepted Accounting Principles, consistently applied, as at the end of, and
for, such fiscal year;

          (iii)     immediately after  a  Borrower  knows  or has reason to
believe that any Event of Default or event which, with notice  or  lapse of
time or both, would constitute an Event of Default, has occurred, a  notice
of such Event of Default or event, describing the same in reasonable detail
and,  together  with  such  notice  or  as  soon  thereafter as possible, a

                                36
<PAGE>


description of the action that such Borrower has taken and proposes to take
with respect thereto;

           (iv)     promptly  after the receipt thereof  by  any  Borrower,
copies of any reports submitted  to  the  Borrowers  by  independent public
accountants in connection with any interim review of the accounts of any of
the Borrowers or their Subsidiaries made by such accountants;

            (v)     promptly after the same are available,  copies  of  all
proxy  statements,  financial  statements  and  reports  that  any  of  the
Borrowers  shall  send to its stockholders or that any of the Borrowers may
file  with the Securities  and  Exchange  Commission  or  any  governmental
authority  at  any  time  having  jurisdiction over any of the Borrowers or
their Restricted Subsidiaries;

           (vi)     within 30 days after the end of each month, listings of
accounts payable of each Borrower;

          (vii)     if and when any  Borrower  or its Subsidiaries gives or
is  required  to  give  notice  to the PBGC of any "Reportable  Event"  (as
defined in Section 4043 of ERISA)  with  respect  to  any Pension Plan that
might constitute grounds for a termination of such Pension Plan under Title
IV of ERISA, or knows that any ERISA Affiliate or the plan administrator of
any  Pension  Plan  has  given or is required to give notice  of  any  such
Reportable Event, a copy of  the  notice  of such Reportable Event given or
required to be given to the PBGC; and

         (viii)     from time to time such  other information regarding the
financial condition, operations, business or  prospects of each Borrower or
any of its Subsidiaries as the Bank may reasonably request.

Each Borrower will furnish to the Bank at the time it furnishes each set of
financial  statements for any fiscal quarter or  fiscal  year  pursuant  to
subparagraphs  (c)(i)  or (ii) above, a certificate of the President or the
chief financial officer of such Borrower (i) to the effect that no Event of
Default or event which,  with  notice  or  lapse  of  time  or  both, would
constitute  an Event of Default, has occurred and is continuing, describing
the same in reasonable  detail and describing the action that such Borrower
has taken and proposes to take with respect thereto) and (ii) setting forth
in reasonable detail the  computations  necessary  to determine whether the
Borrowers are in compliance with all of the financial ratios required to be
maintained by the Borrowers under this Agreement, as  of  the  end  of such
fiscal quarter or fiscal year together.

     (d)  Preserve  and  maintain its legal existence, rights (charter  and
statutory), licenses, permits,  privileges  and  franchises,  and its going
concern status.

                                37
<PAGE>


     (e)  At any reasonable time and from time to time, permit  the Bank or
any  agents or representatives thereof, to examine and make copies  of  and
the abstracts  from  the  records  and  books  of account of, and visit the
properties  of,  the Borrowers and their Restricted  Subsidiaries,  and  to
discuss the affairs,  finances  and  accounts  of  the  Borrowers and their
Restricted Subsidiaries with any of its respective officers  or  directors.
All  documents  and  information  made available to the Bank shall be  kept
confidential except to the extent required  to  be  disclosed by applicable
law or governmental authority (ii) disclosed to any Affiliate  of  the Bank
(which shall keep such documents and information confidential in accordance
with  the  terms hereof) or (iii) disclosed in connection with the exercise
of any rights  granted  to  the Bank under this Agreement or any other Loan
Document.

     (f)  Keep proper records  and  books of account, in which complete and
correct entries shall be made of all  financial transactions and the assets
and  businesses  of  the Borrowers and their  Restricted  Subsidiaries,  in
accordance  with  Generally  Accepted  Accounting  Principles  consistently
applied.

     (g)  Maintain  and apply substantially the same accounting method used
by each Borrower and  their  Restricted  Subsidiaries  on  the date of this
Agreement,   except  for  changes  mandated  by  the  Financial  Accounting
Standards Board or any similar accounting authority of comparable standing.

     (h)  Maintain  and  preserve  all of their properties that are used or
useful in the conduct of their businesses in good repair, working order and
condition as required for the normal conduct of its business.

     (i)  Utilize the Advances for the purposes set forth in Section 2.3.

     (j)  (i) File all federal, state,  Commonwealth  and local tax returns
and  other  reports  required  by  law to be filed; (ii) maintain  adequate
reserves for the payment of all taxes,  assessments,  governmental  charges
and levies imposed upon each Borrower and its Restricted  Subsidiaries, its
income or its profits; (iii) pay and discharge all such taxes, assessments,
governmental  charges  and  levies  imposed  upon  each  Borrower and their
Restricted Subsidiaries or against their properties prior  to  the  date on
which  penalties  accrue  or  attach thereto, except to the extent that the
same are being contested in good  faith  by  such  Borrower  and  by proper
proceedings  and against which adequate reserves have been established  and
are being maintained  in  accordance  with  Generally  Accepted  Accounting
Principles;  PROVIDED, HOWEVER, that prior to their becoming overdue,  each
Borrower and their  Restricted  Subsidiaries shall promptly notify the Bank
in writing as to any such taxes,  assessments  and  governmental charges in


                                38
<PAGE>

excess  of  TWO  HUNDRED THOUSAND DOLLARS ($200,000) which  it  intends  to
contest; and (iv)  upon  request  by  the Bank, provide it with evidence of
payment  and  discharge  of any such taxes,  and  if  such  taxes  are  not
assessable, evidence thereof.

     (k)   Continue to be Solvent.

     (l)  Promptly upon becoming  aware, give to the Bank written notice of
all litigation, arbitration or of any investigative proceedings, and of all
proceedings by or before any governmental or regulatory authority or agency
and  the  action  being  taken  with  respect  thereto,  and  any  material
development in respect of such litigation,  arbitration,  investigation  or
other   proceedings   affecting   any   Borrower,  any  of  its  Restricted
Subsidiaries, the Plant or the Realty, involving  a  claim in excess of TWO
HUNDRED THOUSAND DOLLARS ($200,000).

     (m)   Duly and punctually pay and perform their obligations  and cause
their   Restricted   Subsidiaries  to  pay  and  perform  their  respective
obligations under the Loan Documents in accordance with the terms thereof.

     (n)  Execute, or  cause  to  be executed, promptly upon the request of
the Bank, any and all instruments which  the  Bank  may  reasonably require
from  time  to time in order to create or maintain in effect  the  security
interest in any and all Collateral delivered, or purported to be delivered,
to the Bank by  any  Loan  Party  hereunder, including, but not limited to,
instruments creating a security interest  in after-acquired property of the
Borrowers.

     (o)   Maintain their main operating, demand  deposit  and  transaction
bank accounts with the Bank.

     (p)  Conduct their respective business so as to comply in all material
respects with all environmental, health and safety laws and regulations  in
all  jurisdictions  in which they are or may at any time be doing business,
including,  without  limitation,  the  Federal  Resource  Conservation  and
Recovery   Act,   the   Federal   Comprehensive   Environmental   Response,
Compensation and Liability  Act,  the  Federal Clean Water Act, the Federal
Clean Air Act and the Federal Occupational Safety and Health Act; PROVIDED,
HOWEVER,  that  nothing  contained in this  subsection  shall  prevent  any
Borrower or their Restricted Subsidiaries from contesting, in good faith by
appropriate legal proceedings,  any  such  law,  regulation, interpretation
thereof or application thereof, provided, further,  that  such  Borrower or
their Restricted Subsidiaries shall comply with the order of any  court  or
other  governmental  body  of applicable jurisdiction relating to such laws
unless such Borrower or its  Restricted  Subsidiaries  shall  currently  be
prosecuting  an  appeal  or proceedings for review and shall have secured a
stay  of  enforcement  or  execution   or   other   arrangement  postponing
enforcement  or execution pending such appeal or proceedings  for   review.
If any Borrower  or  its  Restricted Subsidiaries shall (a) receive written


                                39
<PAGE>


notice that any violation of  any  federal,  state,  Commonwealth  or local
environmental,  health  or safety law or regulation may have been committed
or  is  about  to  be  committed  by  such  Borrower  or  their  Restricted
Subsidiaries,  (b)  receive  written  notice  that  any  administrative  or
judicial complaint or  order has been filed or is about to be filed against
such Borrower or its Restricted  Subsidiaries  alleging  violations  of any
federal,  state,  Commonwealth or local environmental law or regulation  or
requiring such Borrower  to  take any action in connection with the release
of toxic or hazardous substances  into  the  environment,  (c)  receive any
written  notice  from  a federal, state, Commonwealth or local governmental
agency or private party  alleging  that  such  Borrower or their Restricted
Subsidiaries  may  be  liable or responsible for costs  associated  with  a
response to or cleanup of  a release of a toxic or hazardous substance into
the environment or any damaged  caused  thereby,  (d)  receive  any written
notice  that  such  Borrower is subject to federal, state, Commonwealth  or
local investigation evaluating  whether  any  remedial  action is needed to
respond  to  the  release  of  any  hazardous or toxic waste, substance  or
constituent in the environment, or (e)  receive any written notice that any
properties or assets of such Borrower or  its  Restricted  Subsidiaries are
subject  to  a  lien in favor of any governmental entity for any  liability
under  federal,  state,   Commonwealth   or  local  environmental  laws  or
regulations or damages arising from or costs  incurred by such governmental
entity in response to a release of a hazardous or toxic waste, substance or
constituent,  or  any  other  substance  into  the environment,  then  such
Borrower or Restricted Subsidiary shall promptly  provide  the  Bank with a
copy  of  such  notice, and in any event no later than within fifteen  (15)
days from such Borrower's  or  its Restricted Subsidiaries receipt thereof.
Within fifteen (15) days of any  such  Borrower  or  Restricted  Subsidiary
having  learned  of  the enactment or promulgation of any  federal,  state,
Commonwealth or local  law  or  regulation  pertaining specifically to such
Borrower or Restricted Subsidiary or its industry  that  may  result in any
Material Adverse Effect, such Borrower or such Subsidiary shall provide the
Bank  with notice thereof.  Upon the occurrence of an Event of Default  and
ten (10)  days' prior notice, if the Bank has reasonable grounds to believe
that (i) any  hazardous substances or other toxic substances are present in
the soil or water,  at  the  Realty  or  (ii) that the Borrowers are not in
compliance with all applicable federal or  Commonwealth environmental laws,
the Bank may obtain one or more environmental  assessments  of  the Realty,
and the Borrowers shall be responsible for the reasonable costs of one such
assessment.   Notwithstanding  the  occurrence of an Event of Default,  the
Bank may also obtain an environmental  assessment,  but  the  cost  of such
assessment  will  be  for  the  account  of  the  Bank.  The Borrowers will
cooperate  with  the  persons  retained  by the Bank to  prepare  any  such
environmental assessments.

     (q)    (i)     Maintain a ratio of Total  Liabilities  to Tangible Net
Worth of not more than 1.60 to 1 during fiscal year 1997 and  of  1.50 to 1
at all times thereafter during the term of this Agreement.


                                40
<PAGE>


           (ii)     Maintain,  as  of  the  end  of  each  fiscal  quarter,
commencing  with  the quarter ended September 30, 1997 a ratio of Operating
Cash Flow for the four consecutive fiscal quarters just ended to total Debt
Service during such  four  fiscal  quarters  of not less than the following
ratios at any time during each period set forth below:

<TABLE>
<CAPTION>
          FISCAL QUARTER ENDING                         RATIO
<S>                <C>                                   <C>
       On September 30, 1997 and on or                1.00 to 1
       before June 30, 1998

       On or after September 30, 1998                 1.30 to 1
       and on or before June 30, 1999

       On or after September 30, 1999                 1.50 to 1
</TABLE>

;  PROVIDED,  HOWEVER,  that the Borrowers shall  not  be  deemed  to  have
breached the above financial covenant if during any period of noncompliance
the Minimum Cash Balance shall not be less than two (2) times the projected
aggregate Debt Service (assuming  for  purposes  of making this computation
that the applicable interest rate for the Advances  is the interest rate in
effect  at  the t' e the computation is made) for the Borrowers  and  their
Restricted Subsidiaries for the following fiscal year.

          (iii)     Maintain cash and marketable securities at all times in
an amount equal to not less than the Minimum Cash Balance.

           (iv)     Maintain  a minimum Tangible Net Worth of not less than
the following respective amounts  as  of  the  end of each of the following
periods:

<TABLE>
<CAPTION>
                PERIOD                   AMOUNT
                ------                   ------
<S>               <C>                      <C>
            Fiscal Year 1997            $37,000,000
            Fiscal Year 1998            $39,500,000
            Fiscal Year 1999            $42,000,000
            Fiscal Year 2000            $44,500,000
            Fiscal Year 2001 and for    $47,000,000
            each Fiscal year thereafter
</TABLE>

; PROVIDED, HOWEVER, that at all times during each fiscal year the Tangible
Net Worth shall be at least equal to the requirement  set  forth  as of the
end of the immediately preceding fiscal year.

     (r)  During   normal  business  hours,  permit  the  Bank  and  Bank's
representatives, inspectors  and  consultants  to enter upon the Realty, to
inspect the Plant and materials used therein and  to examine all contracts,
records, plans and shop drawings which are kept at  the  Plant or at any of
the Borrowers' offices.

                                41
<PAGE>

     (s)  Not  suffer or permit to exist or to continue for  more  than  30
days (i) any order  or  decree  in  any  court  of  competent  jurisdiction
enjoining  prohibiting  the  Borrowers  or  the  Bank from performing  this
Agreement or (ii) any proceeding seeking any such order or decree.

     (t)  Cause the Plant to be operated in such manner  that all licenses,
permits  and  approvals  necessary  or  appropriate  for  the  maintenance,
operation and use of the Plant for its intended purpose will be  maintained
in  full  force and effect, except to the extent that failure to have  such
licenses, permits and approvals would not have a Material Advance Effect.

     (u)  Perform  and  comply at all times with the material provisions of
each of the Bottling Appointment and the Marketing Agreement, maintain each
of the Bottling Appointment  and  the  Marketing Agreement in fullforce and
effect and notify the Bank promptly of any  material changes, modifications
or amendments to the Bottling Appointment or  the  Marketing  Agreement  or
upon  the  occurrence  of  an  event  of default or any event that with the
giving of notice or the passage of time  or  both would Constitute an event
of default under the Bottling Appointment or the Marketing Agreement.

     (v)  Not later than the date 45 days after  the  end  of  each  fiscal
quarter  of  the Borrowers, commencing with the fiscal quarter ending March
31, 1997, deposit  in  a deposit account (the "Cash Collateral Account") to
be maintained with the Bank  the  following  amounts  up  to  the aggregate
amount of FIVE MILLION DOLLARS ($5,000,000) based on the Recapture Leverage
Ratio:

<TABLE>
<CAPTION>
                        RECAPTURE LEVERAGE RATIO          AMOUNT
                        ------------------------          ------

<S>                               <C>                       <C>
                    Equal to or greater than 7.00 to    $1,250,000
                    1.00

                    Equal to or greater than 6.00 to    $  937,000
                    1.00 but less than 7.00 to 1.00

                    Equal to or greater than 5.00 to    $  625,000
                    1.00 but less than 6.00 to 1.00

                    Equal to or greater than 4.00 to    $  312,500
                    1.00 but less than 5.00 to 1.00

                    Less than 4.00 to 1.00              $        0
                   
</TABLE>

All  moneys  therein  deposited  from  time  to time shall be assigned  and
pledged  to  the  Bank  pursuant  to  the  Cash Collateral  Agreement,  the
provisions of which are incorporated herein  by  reference,  as  additional
security or collateral for the Obligations of the Borrower hereunder.   The
Borrower  agrees  to execute such other documents or take such other action
as any Bank may deem necessary or desirable to create or maintain a lien or
security interest on amounts on deposit in the Cash Collateral Account.

                                42
<PAGE>

     (w)  Submit such  periodic  information  and  reports  as the Bank may
reasonably request regarding the status of the Shareholders' Suit.

     (x)  Deliver to the Bank on or prior to May 15, 1997, an  appraisal of
the  Realty  and  Machinery  and Equipment on which the Bank has a security
interest, performed by an independent  appraiser,  who  is  a member of the
American Institute of Real Estate Appraisers ("MAI") and is satisfactory to
the Bank, stating that the value of the Realty and Machinery  and Equipment
is at least TWENTY-FIVE MILLION DOLLARS ($25,000,000).

     (y)  Not consent to any modification, amendment, supplement  or waiver
to the voting Trust or the Option Agreement which would adversely affect or
could reasonably be expected to adversely affect the rights of  the  voting
trustee under the Option Agreement or the Voting Trust with respect to  all
Class A Shares, without the prior consent of the Bank.

     Section 5.2    NEGATIVE  COVENANTS.   So long as any Note shall remain
unpaid or the Bank shall have any Commitment  hereunder, the Borrowers, and
their Restricted Subsidiaries, to the extent applicable,  will not, without
the  consent of the Bank (such consent not to be unreasonably  withheld  or
delayed):

     (a)  Create,  incur,  assume  or  suffer  to  exist any Lien, security
interest or other charge or encumbrance securing Indebtedness  for borrowed
money or purchase money debt, or any other Lien of a material nature (other
than Permitted Liens), or any other type of preferential arrangement,  upon
or  with  respect  to  any of its Properties (real or personal, tangible or
intangible), including without  limitation  Liens on inventory and accounts
receivable,  whether now owned or hereafter acquired,  or  on  the  capital
stock of their  Restricted  Subsidiaries,  or  assign  any right to receive
income, other than those Liens permitted hereunder.

     (b)  Create, incur, guarantee, endorse, assume or suffer  to exist any
Indebtedness,  direct,  contingent  or  otherwise,  except (i) Indebtedness
under this Agreement and under the Notes; (ii) trade  payables and accruals
incurred in the ordinary course of business; (iii) Indebtedness outstanding
on  the  date  hereof  and  listed  in  Schedule 5.2 (b) hereto;  (iv)  any
Subordinated Debt; and (v)  Capitalized Leases  and purchase money security
interests not exceeding FIVE MILLION DOLLARS ($5,000,000)  in the aggregate
at  any  time  outstanding  (including any such Indebtedness set  forth  in
Schedule 5.2(b)) for all Borrowers  and their Restricted Subsidiaries taken
as a whole, (vi) Indebtedness owed by one Borrower to another Borrower, and
(vii) Indebtedness with respect to operating  leases  for  real or personal
property  providing for aggregate annual rental payments in excess  of  TWO
MILLION FIVE  HUNDRED  THOUSAND  DOLLARS  ($2,500,000)  (including any such
Indebtedness  set  forth  in  Schedule 5.2(b)) or all Borrowers  and  their
Restricted Subsidiaries taken as a whole.

                                43
<PAGE>

     (c)  Declare  or pay any dividends  or  purchase,  redeem,  retire  or
otherwise acquire for  value,  or  make any commitment to purchase, redeem,
retire or otherwise acquire for value, any of its capital stock or warrants
or other rights therein now or hereafter  outstanding,  either  directly or
indirectly,  or make any other distribution on any shares of capital  stock
of any Borrower,  either  directly  or indirectly without the prior written
consent of the Bank, except (i) for such  declaration,  payment,  purchase,
redemption, retirement, acquisition or Distribution in an amount that  does
not  exceed  any dividends paid or declared and actually received by Pepsi-
Cola PR from BAESA, net of any taxes payable by such Borrower in connection
therewith, or  (ii)  the payment of noncumulative quarterly dividends on up
to 600,000 shares of Management Stock of Beverage Plastics in an amount not
exceeding 25 cents per  share  per  quarter, or (iii) for such declaration,
payment or distribution in an amount  not  exceeding  (A) the Net Available
Proceeds from any BAESA Stock Disposition; provided that  at  the  time  of
such  declaration, payment or distribution the ratio of Operating Cash Flow
to Debt  Service  for  the four consecutive fiscal quarters ending prior to
the date of such dividend is paid, declared or distributed is not less than
2.00 to 1.00, or (B) the  Net  Available  Proceeds  from  any  BAESA  Stock
Disposition minus the outstanding principal amount of the Term Loan Advance
at  the  time  of  such  declaration,  payment or distribution, or (iv) the
exercise by Pepsi-Cola PR of any rights  under  the Option Agreement to the
extent exercised strictly in accordance with the terms thereof as in effect
on  the  date  hereof (without any modification, amendment,  supplement  or
waiver) and provided  that  the  exercise  of  such  rights does not have a
Material Adverse Effect or otherwise results in a breach of the limitations
set forth in Section 7.1(i), and in each case only to  the  extent  that no
Event  of Default or event or condition that, but for the requirement  that
time elapse  or  notice  be  given,  or both, would constitute and Event of
Default  has  occurred and is continuing  under  this  Agreement  and  such
declaration, payment,  purchase,  redemption,  retirement,  acquisition  or
distribution  would  not result in the occurrence of an Event of Default or
result in an event or  condition  that,  but  for the requirement that time
elapse or notice be given, or both, would constitute and Event of Default.

     (d)  Sell, lease, transfer or otherwise dispose  of  any asset except:
(i) the sale by Manufacturing of its assets and other  property  comprising
the previous bottling plant in Rio Piedras, Puerto Rico, (ii) the  sale  of
Pepsi-Cola  PR's holdings of BAESA stock or warrants convertible into stock
that are currently held by any Borrower or that may be acquired or received
in the future  by  any  Borrower  under  any  preemptive rights or from any
dividends  declared  or  capital  stock  acquired from  dividends  paid  or
declared  and  actually  received  by any Borrower  from  the  Unrestricted
Subsidiaries; (iii) the sale of the  parcels  of  land,  identified  on the
Survey  as  Parcel  5-C  located  in  Toa  Baja,  Puerto  Rico and owned by
Manufacturing, (iv) Inventory or other property sold or disposed  of in the
ordinary  course  of business and on ordinary business terms, (v) sales  of
assets which are promptly replaced by the Borrowers (the Borrowers shall be

                                44
<PAGE>


obligated to immediately report any such sales when the aggregate amount of
such sales exceeds  ONE  MILLION  DOLLARS ($1,000,000) in any fiscal year),
(vi)  sales,  leases,  transfers  of assets  by  the  Borrowers  and  their
Restricted Subsidiaries not exceeding  ONE  MILLION DOLLARS ($1,000,000) in
the aggregate in any single fiscal year, or (vii) the sale by Pepsi-Cola PR
of its Cristalia Spring Water division.

     (e)  Merge into or consolidate with any  Person,  except  (i) with the
prior  written consent of the Bank or (ii) if the surviving entity  is  any
Borrower,  PepsiCo  or  any  subsidiary of PepsiCo in which PepsiCo owns at
least 51% of the voting stock  and  has,  in  the reasonable opinion of the
Bank,  adequate  financial  resources  at  the  time   of  such  merger  or
consolidation, and after giving effect to such merger or  consolidation, no
Event  of  Default would exist hereunder and the Loan Documents  remain  in
full force and effect.

     (f)  To enter into or permit the Restricted Subsidiaries to enter into
management agreements  or  other agreements or arrangements for services or
for the purchase or sale of  any assets with any Unrestricted Subsidiary on
terms and conditions and for an amount that is not reasonable and proper in
relation to the work performed  or  items  being purchased and which is not
substantially comparable to that paid by other companies engaged in similar
lines of business.

     (g)  Make any investment in, make, assume, endorse or have outstanding
at any time any guarantee, loan or advance to,  or  otherwise extend credit
to any (i) officer, director or stockholder of any of the Borrowers or (ii)
Unrestricted Subsidiary, including without limitation any officer, director
or  stockholder  of  an  Unrestricted Subsidiary or any affiliate  of  such
Unrestricted  Subsidiary  except   for   investments,  loans,  advances  or
guarantees (A) made in the ordinary course  of  business  or  (B)  with the
prior written consent of the Bank.

     (h)  Transfer its principal place of business or change its registered
principal office, or maintain its Machinery and Equipment and Inventory  or
its  records  with respect to Collateral, at any locations other than those
at which the same  are presently kept or maintained, except with the Bank's
prior written consent  (which  consent  shall not be unreasonably withheld)
and after the delivery to the Bank of security  instruments, if required by
the Bank, in form satisfactory to the Bank.

     (i)  Engage in any line or lines of business  activity  other than the
business of bottling, distributing and selling the beverage known as Pepsi-
Cola   and  similar  beverages  (alcoholic  and  non-alcoholic)  and  water
products,  the  manufacturing  and  distribution of other food and beverage
products  and  other businesses incidental  to  the  distribution  of  such
products.

                                45
<PAGE>

     (j)  Except  as  otherwise  expressly  permitted by this Agreement and
except as set forth on Schedule 5.2(i), each Borrower will not, nor will it
permit any of its Restricted Subsidiaries to, directly or indirectly:

            (i)     make any investment in an  Affiliate of the Borrower or
any Affiliate of its Subsidiaries;

           (ii)     except  as  permitted  in  Section   5.2(j)(iv)  below,
transfer, sell, lease, assign or otherwise dispose of any  property  to  an
Affiliate of such Borrower or any Affiliate of its Subsidiaries;

          (iii)     merge  into  or consolidate with or purchase or acquire
property  from  an Affiliate of such  Borrower  or  any  Affiliate  of  its
Subsidiaries; or

           (iv)     enter into any other transaction directly or indirectly
with or for the benefit  of  an Affiliate of such Borrower or any Affiliate
of  its  Subsidiaries  (including,   without   limitation,  guarantees  and
assumptions of obligations of such an Affiliate);  provided  that  (A)  any
such  Affiliate  who  is  an individual may serve as a director, officer or
employee of such Borrower or any of its Subsidiaries and receive reasonable
compensation  for his or her  services  in  such  capacity,  and  (B)  such
Borrower and its  Subsidiaries  may  enter  into  transactions  (other than
extensions of credit by such Borrower or any of its Subsidiaries to such an
affiliate) providing for the Leasing of Property, the rendering or  receipt
of services or the purchase or sale of inventory and other property in  the
ordinary  course  of  business  if  the  monetary or business consideration
arising therefrom would be substantially as  advantageous  to such Borrower
and its Subsidiaries as the monetary or business consideration  which would
be  obtained in a comparable transaction with a Person not an Affiliate  of
such Borrower or any of its Subsidiaries.

     (k)  Consent  to  any modification, supplement or waiver of any of the
provisions of the Organizational  Documents which would or could reasonably
expected to have a Material Adverse  Effect,  without  the prior consent of
the Bank, except to the extent any such modification, supplement  or waiver
may  be required by applicable laws, rules or regulations.  Notwithstanding
the fact  that  the  prior  consent  of  the  Bank may not be required, the
Borrowers  agree  to  provide  the  Bank  with  notice   of  modifications,
supplements or waivers to the foregoing agreements promptly  following such
modification, waiver or amendment.

     (l)  Enter  into any arrangement with any Person whereby any  Borrower
or any of its Restricted  Subsidiaries shall sell or otherwise transfer any
of its property, whether now  owned  or  hereafter acquired, and thereafter
rent or lease such property or similar property  for substantially the same
use or uses as the property sold or transferred.

                                46
<PAGE>

     (m) Change their fiscal year, corporate name or structure, except with
the  prior  written  consent  of  the  Bank,  which consent  shall  not  be
unreasonably withheld.

     (n)  Change  or in any manner cause or seek  a  change  in  any  laws,
requirements of governmental authorities and obligations created by private
contracts and leases  which  now  or  hereafter  may  materially affect the
ownership, use or operation of the Plant without the prior  written consent
of  the  Bank;  provided,  however, that this covenant shall not  apply  to
emergency situations in which  each Borrower exercises its prudent judgment
and notifies the Bank promptly thereafter of such emergency and the actions
taken in response thereto.

     (o)  Permit the aggregate amount  of  Capital  Expenditures  to exceed
during any fiscal year FOUR MILLION DOLLARS ($4,000,000).

     (p)  Enforce any intercompany debts payable by a Borrower to any other
Borrower,  if  such  enforcement would cause the corresponding Borrower  to
cease to be Solvent.


                             ARTICLE VI

                SPECIAL PROVISIONS AS TO COLLATERAL

     Section 6.1    PERFECTION  OF  SECURITY INTEREST.  It is the intention
of the Bank and the Borrowers, and the  Bank and the Borrowers hereby agree
that, until all Obligations have been fully  satisfied, the Bank's security
interest in the Collateral, and all products and  proceeds  thereof,  shall
continue in full force and effect.  The Borrowers shall perform any and all
steps reasonably requested by the Bank to perfect, maintain and protect the
Bank's  security interest in the Collateral, including, without limitation,
executing  and  filing security instruments, or amendments thereof, in form
and substance satisfactory to the Bank.  The Borrowers shall have the costs
of, or incidental  to  any  recording  or filing of any security instrument
concerning the Collateral and the reasonable  costs of or incidental to any
and all other steps or procedures which the Bank  may  request  in order to
perfect,   maintain  and  protect  the  Bank's  security  interest  in  the
Collateral.   If  any  Borrower  fails  to  pay  any  taxes, assessments or
governmental charges levied or assessed or imposed upon  or with respect to
the  Collateral  or  any  part  thereof promptly when due, subject  to  the
Borrowers' right to contest such  payment  by  appropriate proceedings, the
Bank may (but shall not be required to) pay the  same  and  charge the cost
thereof to any Borrower's account with the Bank as part of the  Obligations
payable hereunder on demand and secured by the Collateral.  If an  Event of
Default has occurred and is continuing, in order to protect or perfect  any
security  interest that the Bank is granted hereunder, the Bank may, in its


                                47
<PAGE>

sole discretion, maintain guards, discharge any lien or encumbrance or bond
the same, pay  any insurance, service bureau or warehouseman, or obtain any
record and charge  the  same  to any Borrower's account with the Bank as an
Advance  hereunder and as part of  the  Obligations  payable  hereunder  on
demand and secured by the Collateral.

     Section 6.2    PROVISIONS  RELATING TO RECEIVABLES.  Without the prior
written consent of the Bank in each  case,  no  Borrower  will  re-date any
invoice  or sale or make sales on extended dating beyond that customary  in
its industry  or  change  the  terms  of  sale  customarily  offered to its
customers.    If   any   Borrower  becomes  aware  of  anything  materially
detrimental to its material  customer's credit, it will promptly advise the
Bank thereof.  During the term of this Agreement, no Borrower shall sell or
assign or grant any security interest  in  any  Receivables to anyone other
than the Bank, nor shall any Borrower encumber, mortgage,  pledge  or grant
any  security  interest  in  any  of its Inventory to anyone other than the
Bank, and each Borrower shall place  notations upon its books of account to
disclose the assignment of all Receivables  to  the  Bank  and  the  Bank's
interest,  assignment  and  lien  in, of or on all Collateral and all other
security held by or for the Bank.   Upon  the  occurrence  and  continuance
thereof  of an Event of Default the Bank may settle or adjust disputes  and
claims directly with customers or account debtors or amounts and upon terms
which the  Bank  considers  advisable unless the corresponding Borrower has
substituted other Receivables or Collateral in form and amount satisfactory
to the Bank and, in all cases,  the  Bank  will credit such Borrower's loan
account  with  only the net amounts received by  the  Bank  in  payment  of
Receivables.

     Section 6.3    WARRANTIES  WITH RESPECT TO RECEIVABLES.  Each Borrower
agrees, represents and warrants that  each Receivable will be owned by such
Borrower free and clear of any Liens, claims  or  encumbrances  other  than
those in favor of the Bank and will cover a bona fide sale and delivery  of
merchandise  usually  dealt  in  by such Borrower, or the rendition by such
Borrower of services to customers  in  the ordinary course of business, and
will be for a liquidated amount maturing as stated in the schedules thereof
and in the invoice covering said sale, and  the  Bank's  security  interest
therein  will  not be subject to any Liens other than Permitted Liens;  but
the Bank shall retain  its  security  interest in all Receivables, eligible
and ineligible, until all Obligations have been fully satisfied.

     Section 6.4    PROVISIONS  RELATING   TO   INVENTORY.   Each  Borrower
agrees, represents and warrants that all Inventory  is and will be owned by
such  Borrower  free of all Liens and encumbrances other  than  the  Bank's
security interest  hereunder  and  shall  be  kept  by such Borrower at the
corresponding  locations  specified  on  Exhibit D hereto,  and  that  such
Borrower shall not (without the Bank's prior  written  approval) remove the
Inventory therefrom except for the purposes of sale in the  regular  course
of  its business.  Except for sales of Inventory made in the regular course
of its  business  and  except  for  obsolete  or  unmerchantable  goods, no


                                48
<PAGE>

Borrower shall sell, encumber or dispose of or permit the sale, encumbrance
or disposal of any Inventory without the Bank's prior written consent.

     Section 6.5    PROVISIONS  RELATING TO MACHINERY AND EQUIPMENT.   Each
Borrower  shall keep and maintain  the  Machinery  and  Equipment  in  good
operating condition  and  repair  and shall make all necessary replacements
thereof so that the value and operating  efficiency  thereof  shall  at all
times  be  maintained  and preserved; shall promptly inform the Bank of any
additions to or deletions  from  the Machinery and Equipment; and shall not
permit any such items to become a  fixture  to  real estate or accession to
other personal property unless the Bank has a perfected  security  interest
in such real estate or other personal property.  Each such Borrower  shall,
promptly,  on  demand  therefor  by the Bank, deliver to the Bank evidence,
reasonably satisfactory to the Bank  of ownership of all material Machinery
and Equipment.  Subject to the provisions  of  Section  5.2(d)  hereof, and
except or  otherwise permitted pursuant to this Agreement, no such Borrower
shall,  without  the  Bank's  prior  written consent, sell, lease, grant  a
security interest in or otherwise dispose  of or encumber the Machinery and
Equipment, or any part thereof.  In the event that any of the Machinery and
Equipment is sold, transferred or otherwise  disposed  of  with  the Bank's
consent,  as   herein provided, or as otherwise permitted pursuant to  this
Agreement, (a) if  the  Machinery  and  Equipment  so  sold, transferred or
disposed  of  is  not  replaced or is replaced by Machinery  and  Equipment
leased by the corresponding  Borrower,  the  corresponding  Borrower  shall
deliver  all of the cash proceeds thereof to the Bank, which proceeds shall
be applied  to  the  repayment  of  the  Obligations  of  the  Borrowers in
accordance  with  Section  2.9(b),  and  (b)  if  such  sale,  transfer  or
disposition  is  made  in  connection with the purchase by such Borrower of
replacement Machinery and Equipment,  such  Borrower  shall  use  the  cash
proceeds  thereof to finance the purchase of such replacement Machinery and
Equipment and  shall deliver to the Bank written evidence of the use of the
proceeds  for  such   purchase.   Except  as  otherwise  provided  in  this
Agreement,  all  replacement  Machinery  and  Equipment  purchased  by  any
Borrower shall be  free  and  clear  of all Liens, claims and encumbrances,
except for the Bank's security interest  therein.   The  Borrowers agree to
execute  any  and all instruments which the Bank may request  in  order  to
perfect its security interest in any replacement Machinery and Equipment.

     Section 6.6    COLLATERAL  REPORTING.  (a) Each Borrower shall provide
the  Bank,  on a monthly basis, within  30  days  after  such  month,  with
schedules describing  all  Receivables created or acquired by it (including
on an annual basis and upon  the  written  request of the Bank the name and
address of each account debtor) during the immediately  preceding month and
shall  execute  and  deliver  confirmatory  written  assignments   of  such
Receivables  to  the  Bank  in such form as the Bank may require; PROVIDED,
HOWEVER, that any such Borrower's  failure  to  execute  and  deliver  such
schedules  or  assignments  shall  not  affect or limit the Bank's security
interest  or other rights in and to the Receivables.   Together  with  each
schedule, such  Borrower  shall  furnish,  upon request therefor, copies of

                                49
<PAGE>


related  customers'  invoices  or the equivalent  and  copies  of  original
shipping or delivery receipts for  all merchandise sold (or the equivalent)
and such other documents as the Bank may require.

     (b)  Each  Borrower  shall  provide  to  the  Bank, on a monthly basis
within the 30 days after the end of such month, a schedule of its Inventory
showing the value thereof computed at the lower of cost or market value, in
form and substance satisfactory to the  Bank.  From time to time, each such
Borrower  shall,  upon  the  request  of  the  Bank,  execute  and  deliver
confirmatory  written  instruments in such form as  the  Bank  may  require
pledging to the Bank the  Inventory described in such listings or otherwise
owned by such Borrower; PROVIDED,  HOWEVER,  that any Borrower's failure to
execute and deliver such confirmatory instruments, or to list any Inventory
therein, shall not affect or limit the Bank's  security  interest  in  such
Borrower's  Inventory.   All  instruments  and certificates prepared by the
Borrowers  which show the value of Inventory  shall  be  accompanied,  upon
request therefor  by  the  Bank,  by  copies of related purchase orders and
invoices.   Each  Borrower  shall conduct  an  annual  (or  more  often  as
requested by the Bank in its  commercially  reasonable  judgment,  provided
that  if  the Bank requests more than one additional physical count of  the
inventory it  will be required to bear the reasonable costs and expenses of
conducting such  physical count) physical count of the Inventory and a copy
of each such count  shall be promptly supplied to the Bank accompanied by a
report of the value thereof  (valued  at the lower of cost or market value)
of such Inventory.  In addition to the  annual  physical count of inventory
referred to above, each Borrower shall perform, or  have  performed  on its
behalf, at an interim date a physical test of some Inventory items of their
respective perpetual Inventory records.  A copy of the results of each such
test shall be promptly supplied to the Bank accompanied by a report of  the
value.   If  the results of the comparison between physical counts and book
Inventory balances at such interim date results in significant differences,
the Bank, at its  discretion,  may  request  a  complete  physical count of
Inventory in all locations of the Borrowers.

     (c)  Simultaneously with the execution and delivery of this Agreement,
each  Borrower  shall  furnish  to the Bank a certificate executed  by  its
President or chief financial officer,  scheduling  all  material  items  of
Machinery and Equipment and designating the places where such Machinery and
Equipment  is  located.  Thereafter, on an annual basis, each such Borrower
shall furnish to  the  Bank  a  certificate  in  such  form as the Bank may
require, executed by its President or chief financial officer,  as  to  any
additions  to  or  deletions  from, or any changes in the locations of, the
Machinery and Equipment scheduled  on the original certificate or any other
quarterly certificate furnished to the Bank hereunder.

     (d)  In addition to the foregoing  reports, each Borrower will provide
the Bank with agings of accounts receivable  for  all  Receivables,  within
thirty (30) days after the end of each month, and such other documents  and

                                50
<PAGE>


information  with  respect  to  the collateral as the Bank may from time to
time reasonably request.

     Section 6.7    COLLECTIONS; BLOCKED ACCOUNT.  (a) Unless and until the
Bank  exercises  its rights to notification  and  collection  described  in
subsection (c) below  or  gives  the Borrowers other instructions, the Bank
and the Borrowers shall establish  and  maintain  a special blocked account
(the "Blocked Account") with the Bank for the collection  of Receivables of
each of the Borrowers.  All collections of Receivables shall be received at
or  deposited  into the Blocked Account on a daily basis by each  Borrower.
The Bank shall have  complete control and dominion over the Blocked Account
and on a daily basis (or such other basis as may be established by the Bank
in its sole discretion)  apply  the  money available in the Blocked Account
for the prepayment of Revolving Credit Advances.

     (b)  If  sales  of  Inventory are made  for  cash,  the  corresponding
Borrower shall immediately  deposit  the  identical  checks,  cash or other
forms of payment which it receives to the Blocked Account provided  for  in
subsection (a).

     (c)  Upon  the  occurrence  and  during the continuance of an Event of
Default the Bank or its designee may notify customers or account debtors at
any time that Receivables have been assigned  to  the Bank or of the Bank's
security interest therein, collect them directly and  charge the collection
costs and expenses to the Blocked Account.

     Section 6.8    APPLICATION OF COLLATERAL.  The Bank  may,  in its sole
discretion, (a) exchange, enforce, waive or release any security or portion
of  the  Collateral,  (b)  apply  such  security  or  any  proceeds  of the
Collateral and direct the order or manner of sale thereof as the Bank  may,
from  time  to  time,  determine,  and  (c)  settle, compromise, collect or
otherwise  liquidate  any  such  Collateral  for  the  Obligations  of  the
Borrowers in any manner following the occurrence and during the continuance
of an Event of Default without affecting or impairing  the  Bank's right to
take  any  other further action with respect to any security or  Collateral
for the Obligations of the Borrowers or any part thereof.

     Section 6.9    RELEASE  OF  COLLATERAL.  Upon the satisfaction in full
of the Obligations (other than any  contingent Obligations that survive the
termination of the Credit Agreement)  and  the  termination  of  the Credit
Agreement, the Bank will, upon the Borrowers' request and at the Borrowers'
expense,  execute  and  deliver  to  the  Borrowers  such  documents as the
Borrowers   shall   reasonably   request   to   release   the   Collateral.
Notwithstanding the foregoing, the Bank agrees to release as Collateral the
parcel  of  land identified as Parcel 5-C of Pennock I on the Survey.   The
Borrowers agree  to  pay  all  fees and expenses (including attorneys fees)


                                51
<PAGE>


payable in connection with such  release.  The  proceeds  of  any such sale
shall be applied as required by Section 2.9(b) hereof.

                             ARTICLE VII

                         EVENTS OF DEFAULT

     Section 7.1    EVENT  OF  DEFAULT.   If  any  of the following  events
("Events of Default") shall occur and be continuing:

     (a)  Any Borrower shall fail to pay any installment  of  principal  of
any  Note  or  shall  fail  to  pay  any  interest  on  such Note when such
Installment  of  principal  or interest payment shall become  due,  or  the
Borrowers shall fail to pay any  fees  required  to  be  paid  pursuant  to
Section  2.5 of this Agreement or any fee or any other amount payable by it
hereunder or under any other Loan Document when such fees and amounts shall
become due,  and  any  such  failure shall remain uncured for five (5) days
thereafter; or

     (b)  Any  Borrower  shall  fail  to  perform  any  term,  covenant  or
agreement contained in Sections 5.1(c)(iii), 5.1(q) or 5.2; or

     (c)  Any Borrower shall fail  to  perform  or  observe any other term,
covenant or agreement contained in any Loan Document  on  its  part  to  be
performed or observed (other than in respect of Sections 7.1(a) and 7.1(b))
and  any such failure shall remain unremedied for a period of ten (10) days
after  written  notice  thereof  shall have been given to the corresponding
Borrower by the Bank; or

     (d)  Any Borrower or any Restricted  Subsidiary of such Borrower shall
fail to pay any debt for borrowed money or  any interest or premium thereon
when due and owing (whether at scheduled maturity,  by required prepayment,
acceleration, demand or otherwise) or any other default under any agreement
or instrument relating to any such debt and such default  shall  be uncured
or  unwaived after thirty (30) days of its occurrence; or any other  event,
shall occur, if the effect of such default or event is to accelerate, or to
permit  the acceleration of, or to permit the acceleration after the giving
of notice or passage of time or both, of, the maturity of such debt; or any
such debt  of  such  Borrower  or  such  Restricted  Subsidiaries  shall be
declared to be due and payable, or required to be prepaid (other than  by a
regularly  scheduled  required  prepayment),  prior  to the stated maturity
thereof; or

     (e)  Any  representation,  warranty  or  certification   made  by  any
Borrower  (or  any of its directors, officers or employees) or any  of  its
Restricted Subsidiaries (or any of their respective directors, officers and
employees), as the  case  may  be,  contained  in  any Loan Document or any
document, instrument or certificate delivered to the  Bank  pursuant to the
provisions  thereof  (including  any  modification or supplement  thereto),
shall  prove  to have been false or misleading  as  of  the  time  made  or
furnished in any material respect; or

     (f)  Any  Borrower   or  any  of  its  Restricted  Subsidiaries  shall
generally not pay its debts  as  such  debts become due and owing, or shall
admit in writing its inability to pay its  debts generally, or shall make a


                                52
<PAGE>

general assignment for the benefit of creditors;  or  any  proceeding shall
be  instituted  by  or  against  any  Borrower  or  any  of its  Restricted
Subsidiaries seeking to adjudicate it a bankrupt or insolvent,  or  seeking
liquidation,    winding   up,   reorganization,   arrangement,   adjustment
protection, relief,  or  composition  of  it  or  its  debts  under any law
relating to bankruptcy, insolvency or reorganization or relief  of debtors,
or  seeking  the  entry  of  an  order  for relief or the appointment of  a
receiver, trustee, or other similar official  for it or for any substantial
part  of its property, and, in the case of any such  proceeding  instituted
against it (but not instituted by it), shall remain undismissed or unstayed
for a period  of  sixty  (60)  days or an order for relief shall be entered
against it; or any Borrower or any  of  its  Restricted  Subsidiaries shall
take  any action (corporate or other) to authorize any of the  actions  set
forth above in this subsection (f); or

     (g)  (i)  Any  Termination  Event with respect to a Pension Plan shall
have occurred; or (ii) if any Borrower  or any Restricted Subsidiary of the
Borrower as employer under a Multiemployer  Plan shall have made a complete
or partial withdrawal from a Multiemployer Plan  and  the  plan  sponsor of
such Multiemployer Plan shall have notified such withdrawing employer  that
such employer has incurred an actual withdrawal liability; or

     (h)  Any  provision  of  any  security instrument or any Loan Document
delivered to the Bank pursuant to this Agreement shall for any reason cease
to be valid and binding on the Loan  Party that is a party thereto, or such
Loan Party shall fail to cure such defect  within  10  days  after  written
notice thereof; or

     (i)  There  is  a sale, transfer, change of effective control or other
disposition,  whether  by  operation  of  law  or  otherwise  (directly  or
indirectly), through a merger,  consolidation  or otherwise, of the Class A
Shares so that the voting trustee under the Voting  Trust as of the Closing
Date  ceases  to  control,  own or is no longer entitled  to  vote  in  the
aggregate at least a majority  of  the  voting rights under the then issued
and  outstanding  voting stock of Pepsi-Cola  PR  or  in  the  event  of  a
termination, modification,  supplement  or amendment of the Voting Trust so
that the trustee under the Voting Trust ceases  to  have  the right to vote
not less than 80% of all Class A Shares of Pepsi-Cola PR or  in  the  event
that  not  less  than 80% of all Class A Shares of Pepsi-Cola PR are at all
times subject to the Voting Trust; or

     (j)  Upon the occurrence of an event or existence of a condition which
has or could reasonably  be expected by the Bank to have a Material Adverse
Effect and such event or condition  shall continue to exist for a period of
thirty (30) days after notice thereof  has  been given to the corresponding
Borrower by the Bank; or


                                53
<PAGE>


     (k)  A final and unappealable judgment or  order  for  the  payment of
money  shall  be  entered  against  any  of  the  Borrowers or any of their
Restricted  Subsidiaries  by  any  court,  or a warrant  of  attachment  or
execution or similar process shall be issued  or levied against property of
any of the Borrowers or any of their Restricted  Subsidiaries,  that in the
aggregate  exceeds  FIVE HUNDRED THOUSAND DOLLARS ($500,000) in value,  and
such judgment, order,  warrant  or  process  shall continue undischarged or
unstayed for 45 days;

then (unless there shall have occurred an Event  of  Default  under Section
7.1(f) above, in which case the Notes, all interest thereon and  all  other
amounts  payable  under  the  Notes  and this Agreement shall automatically
become forthwith due and payable), and  in any such event, the Bank may, by
notice  to the Borrowers (i) declare the  obligation  of  the  Bank to make
Advances  to  be  terminated, whereupon the same shall forthwith terminate;
(ii) declare the Notes,  all interest thereon and all other amounts payable
under  the  Notes  and this Agreement  and  all  other  obligations  to  be
forthwith due and payable,  whereupon  the Notes, all such interest and all
such  amounts  shall  become  and be forthwith  due  and  payable,  without
presentment, demand, protest or  further  notice  of any kind, all of which
are hereby expressly waived by the Borrowers; and (iii)  foreclose  on  the
Collateral  and  exercise all its rights under the Loan Documents or at law
or in equity, and  proceed  to protect and enforce the Bank's rights by any
action at law, in equity or other  appropriate  proceedings.   In the event
that the Bank suffers any loss or expense described in Section 2.8(e)  as a
result  of  the  acceleration  of  the  Notes  as  aforesaid because of the
occurrence of an Event of Default, the Borrowers shall,  upon demand by the
Bank, pay to the Bank additional amounts sufficient to indemnify  the  Bank
against  such loss or expense.  A certificate as to the amount of such loss
or expense  submitted  to the Borrowers by the Bank, absent manifest error,
shall be conclusive and binding for all purposes.


                             ARTICLE VIII

                           MISCELLANEOUS

     Section 8.1    AMENDMENTS,   ETC.   No  amendment  or  waiver  of  any
provision of any Loan Document, nor  consent  to  any departure by any Loan
Party therefrom, shall in any event be effective unless  the  same shall be
in writing and signed by the Bank, and then such waiver or consent shall be
effective  only  in the specific instance and for the specific purpose  for
which given.

     Section 8.2    NOTICES.  (a) All notices, requests, consents and other
communications required  or  permitted  under  this Agreement and the other
Loan Documents shall be in writing and shall be  (as  elected by the person
giving the notice) hand delivered by messenger or courier  service, sent by
telecopier, or mailed (airmail if international) by registered or certified
mail (postage prepaid), return receipt requested, addressed to:


                                54
<PAGE>

     If to the Borrowers:

          NAME OF CORRESPONDING BORROWER
          c/o Pepsi-Cola Puerto Rico Bottling Company
          PO Box 191709
          Hato Rey Station
          San Juan, PR  00919-1709

          Attention:  President and CEO

          Telecopier:(787) 251-2977 or
                     (787) 251-2934

With  separate copies to the attention of the Chief Financial  Officer  and
Chief Accounting officer at the same address.

     with an additional copy to:

          Lawrence Odell, Esq.
          Martinez Odell & Calabria
          Banco Popular Center, Suite 1600
          209 Mu<n~>oz Rivera Avenue
          San Juan, PR  00918

          Telecopier:  (787) 753-8402

     If to the Bank:

          Banco Popular de Puerto Rico
          209 Mu<n~>oz Rivera Avenue
          Hato Rey, Puerto Rico  00918

          Attention:  Manager, Structured Finance Division

          Telecopier: (787) 756-3909

     (b)  Each  such  notice  shall  be  deemed  delivered  (i) on the date
delivered receipt acknowledged if by personal delivery, (ii) on the date of
transmission  with  confirmed receipt if by or on the date upon  which  the
return receipt is signed or delivery is refused or the notice is designated
by the postal authorities  as  not  deliverable,  as  the  case  may be, if
mailed.

     (c)  By  giving to the other party at least fifteen (15) days  written
notice thereof,  such  party  and its successors and assigns shall have the
right from time to time and at  any  time during the term of this Agreement
to change their respective addresses.

     Section 8.3    NO WAIVER; REMEDIES.   No  failure  on  the part of the
Bank to exercise and no delay in exercising, and no course of  dealing with
respect  to,  any  right, power or privilege under any Loan Document  shall
operate as a waiver  thereof;  nor  shall any single or partial exercise of
any right under any Loan Document preclude  any  other  or further exercise

                                55
<PAGE>


thereof  or  the  exercise  of  any  other right, power or privilege.   The
remedies provided in the Loan Documents are cumulative and not exclusive of
any remedies provided by law.

     Section 8.4    ACCOUNTING   TERMS.     All    accounting   terms   not
specifically defined herein shall be construed in accordance with Generally
Accepted Accounting Principles consistently applied,  except  as  otherwise
stated herein.

     Section 8.5    COSTS,   EXPENSES   AND  TAXES;  INDEMNIFICATION.   The
Borrowers  agree  to  pay  or  reimburse  the Bank  for  paying:   (a)  all
reasonable out-of-pocket costs and expenses of the Bank (including, without
limitation, the reasonable fees and expenses  of  Pietrantoni,  M<e'>ndez &
Alvarez,  counsel  to  the  Bank),  in connection with (i) the negotiation,
reparation, execution and delivery of  this  Agreement  and  the other Loan
Documents  and  the  extension  of  credit  hereunder  and  any  amendment,
supplement, modification or waiver (whether proposed or made effective)  of
any  of  the  terms  of  this Agreement or any of the other Loan Documents;
(b) all reasonable out-of-pocket costs and expenses of the Bank (including,
without limitation, reasonable  counsels'  fees) in connection with (i) the
administration of this Agreement and all the other Loan Documents, (ii) any
Event  of Default and any enforcement or collection  proceedings  resulting
therefrom, including, without limitation, the reasonable allocated costs of
the Bank's  in-house  counsel  (if  any)  and (iii) the enforcement of this
Section  8.5;  and (c) all transfer, stamp, documentary  or  other  similar
taxes, assessments  or  charges  levied  by  any  governmental  or  revenue
authority  in  respect of this Agreement or any of the other Loan Documents
or any other documents  referred  to herein or therein and all fees, costs,
expenses, taxes assessments and other  charges  incurred in connection with
any  appraisal,  search,  title  insurance  policy,  filing,  registration,
recording  or  perfection  of  any security interest contemplated  by  this
Agreement  or any other Loan Document  or  any  other  document referred to
herein or therein.  The Borrowers also agree to pay, and  to  save and hold
harmless  the Bank from any delay by the Borrowers in  paying, or  omission
to pay, any  documentary  stamp  and  other  taxes, fees or assessments, if
any, that may be payable in connection with the  execution  and delivery of
this  Agreement,  the  Notes  or  any of the other Loan Documents,  or  the
recording  of  any  thereof,  or in any  modification  hereof  or  thereof.
Additionally, the Borrowers shall  pay  to  the Bank on demand, any and all
fees, costs and expenses that the Bank pays to  a  bank  or  other  similar
institution arising out of or in connection with (A) the forwarding to  the
Borrowers,  or  any  other Person on the Borrowers' behalf, by the Bank  of
proceeds of loans made  by  the  Bank  to  the  Borrowers  pursuant to this
Agreement and (B) the depositing for collection by the Bank of any check or
item  of  payment received and/or delivered to the Bank on account  of  the
Obligations  of  the Borrowers under this Agreement, the Notes or any other
Loan Document.

     (a)  The Borrowers  agree  to  indemnify the Bank and their respective
directors, officers, stockholders and  employees,  and  hold  the Bank, and

                                56
<PAGE>


their respective directors, officers, stockholders and employees,  harmless
from and against any and all claims, damages, liabilities and out-of-pocket
expenses   (including,   without   limitation,   all  reasonable  fees  and
disbursements of counsel with whom the Bank, or their respective directors,
officers, stockholders and employees, may consult  in  connection therewith
and all expenses of litigation or preparation therefor)  which the Bank, or
its directors, officers, stockholders and employees, may incur or which may
be  asserted against it in connection with any litigation or  investigation
or other  proceeding  (including any threatened investigation or litigation
or other proceeding) involving  the  Borrowers  or  any  officer, director,
stockholder or employee thereof with respect to any matter related directly
or  indirectly  to  this  Agreement  or  the  Loan  Documents,  other  than
litigation  commenced  by  the  Borrowers  against  the Bank that (i) seeks
enforcement  of  any  of  the  Borrowers'  rights hereunder,  and  (ii)  is
determined adversely to the Bank.  The Borrowers  also  agree not to assert
any  claim  against  the  Bank,  any affiliate of the Bank or  any  of  its
directors, officers, employees, attorneys  and  agents,  on  any  theory of
liability, for special, indirect, consequential or punitive damages arising
out of or otherwise relating to any of the transactions contemplated herein
or any of the other Loan Documents.

     Section 8.6    RIGHT  OF SET-OFF.  Upon (i) the occurrence and  during
the continuance of any Event  of  Default  or (ii) the Bank's declaring the
Notes due and payable pursuant to the provisions  of  Section 7.1, the Bank
is hereby authorized at any time and from time to time,  without  notice to
the Borrowers (any such notice being expressly waived by the Borrowers), to
set-off and apply any and all deposits (general or special, time or demand,
provisional  or  final,  matured  or  unmatured) at any time held and other
Indebtedness at any time owing by the Bank  to  or  for  the  credit or the
account  of any of the Borrowers against any and all of the Obligations  of
the Borrowers  now  or  hereafter  existing  with  the Bank irrespective of
whether  or not the Bank shall have made any demand therefor  and  although
such Obligations  may be unmatured.  The Bank agrees promptly to notify the
Borrowers after any such set-off and application made by the Bank, provided
that the failure to  give such notice shall not affect the validity of such
set-off and application.   The rights of the Bank under this Section are in
addition to other rights and remedies (including, without limitation, other
rights  of  set-off  and  rights   under   the   Loan   Documents  and  any
other,security instruments delivered hereunder) that the Bank may have.

     Section 8.7    BINDING  EFFECT; GOVERNING LAW.  This  Agreement  shall
become effective when it shall  have been executed by the Borrowers and the
Bank and thereafter shall be binding  upon  and inure to the benefit of the
Borrowers and the Bank and their respective successors  and assigns, except
that  the  Borrowers  shall  not  have  the  right  to assign their  rights
hereunder or any interest herein.  This Agreement and  the  Notes  shall be
governed   by,   and   construed  in  accordance  with,  the  laws  of  the
Commonwealth.


                                57
<PAGE>



     Section 8.8    EXECUTION  IN  COUNTERPARTS.   This  Agreement  may  be
executed  in  any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be
an original and  all  of  which taken together shall constitute one and the
same agreement.

     Section 8.9    SALE OF  NOTES;  PARTICIPATIONS  AND  COMMITMENTS.  The
Bank may, at any time sell, assign or otherwise dispose of  any Note, or of
participations  therein, or of all or any portion of its rights  under  any
Loan Document, to  any  Person  so  long  as such sale, assignment or other
disposition will not result in the imposition of a withholding or other tax
not  otherwise  applicable  to  payments made under  this  Agreement.   The
Borrowers hereby agree to execute  any and all documents which the Bank may
reasonably request in order to effectuate any foregoing action permitted to
the Bank.

     Section 8.10   SEVERABILITY OF  PROVISIONS.   Any  provision  of  this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to  such  jurisdiction, be ineffective to the extent of such prohibition or
unenforceability  without  invalidating  the remaining provisions hereof or
affecting the validity or enforceability of  such  provision  in  any other
jurisdiction.

     Section 8.11   SURVIVAL  OF  COVENANTS.   All  covenants,  agreements,
representations and warranties made by the Borrowers, and each of  them, in
this  Agreement  or  in  any  Loan  Document or any instrument, document or
certificate delivered pursuant hereto shall be deemed to have been material
and relied on by the Bank, notwithstanding  any  investigation  made by the
Bank, and shall survive the execution and delivery of this Agreement,  Loan
Document and of such instrument, document or certificate until repayment of
all  amounts due hereunder and under the Notes; PROVIDED, HOWEVER, that the
Obligations  of  the  Borrowers  under  Section 8.5 of this Agreement shall
survive such repayment.

     Section 8.12   APPLICATION  OF PAYMENTS.   The  Bank  shall  have  the
continuing and exclusive right to  apply or reverse and reapply any and all
payments  to any portion of the Obligations  of  the  Borrowers;  PROVIDED,
HOWEVER, that  such  payments shall be applied in such order as is provided
in this Agreement.  Each  Borrower expressly agrees that to the extent that
any Borrower makes a payment  or  payments to the Bank or the Bank receives
any payment or proceeds of the collateral  for  Borrower's  benefit,  which
payment  or  proceeds  or  any  part  thereof are subsequently invalidated,
declared to be fraudulent or preferential,  set  aside  or  required  to be
repaid  to a trustee, receiver or any other party under any bankruptcy law,
state, Commonwealth or federal law, common law or equitable cause, then, to
the extent  of  such  payment  or proceeds received, the Obligations of the
Borrowers or part thereof intended  to  be  satisfied  shall be revived and
continue in full force and effect, as if such payment or  proceeds  had not
been received by the Bank.


                                58
<PAGE>


     Section 8.13   DISBURSEMENT   AUTHORIZATION.    The  Borrowers  hereby
authorize  and  direct the Bank to disburse, for and on  their  behalf  and
account, the proceeds  of  Advances  made  by  the  Bank  to  the Borrowers
pursuant to this Agreement to such Person or Persons as the Borrowers shall
direct, whether in writing or orally.

     Section 8.14   CROSS  DEFAULT  AND JOINT AND SEVERAL OBLIGATIONS.   To
induce the Bank to enter into this Agreement and to extend credit to or for
the  account  of  any  of  the Borrowers,  each  of  the  Borrowers  hereby
guarantees jointly and severally (solidariamente) the punctual payment when
due of all Obligations of any of the Borrowers to the Bank now or hereafter
existing.

     The liability of the Borrowers  under  this  Agreement  shall  not  be
affected  by  (i)  any  lack  of  enforceability  of  any Obligation of any
particular  Borrower,  (ii)  any  change of the time, manner  or  place  of
payment, or any other term, of any Obligation, (iii) any exchange, release,
or non-perfection of any collateral  securing  payment  of  any obligation,
(iv) any law, regulation or order of any jurisdiction affecting any term of
any obligation or the Bank's rights with respect thereto, or  (v) any other
circumstances which might otherwise constitute a defense available to, or a
discharge of, a borrower or a guarantor.

     Section 8.15   LOANS AND COLLATERAL UNDER FINANCING AGREEMENT  AND THE
FIRST  RESTATED  CREDIT  AGREEMENT  REMAIN  IN  FULL  FORCE AND EFFECT. The
parties  hereto  recognize  and acknowledge that the Advances  to  be  made
hereunder  have  been  previously   disbursed  pursuant  to  the  Financing
Agreement and the First Restated Credit Agreement and that such loans shall
remain in full force and effect until  fully  paid  and  shall hereafter be
governed by the terms of this Agreement.  The parties further recognize and
acknowledge that all collateral security delivered to the  Bank pursuant to
the  Financing  Agreement  and  the  First Restated Credit Agreement  shall
remain in full force and effect so as  to secure the repayment of all loans


                                59
<PAGE>


previously made under the Financing Agreement and the First Restated Credit
Agreement as well as all Advances made under this Agreement.

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


                                       PEPSI-COLA PUERTO RICO
                                          BOTTLING COMPANY

                                       PEPSI-COLA PUERTO RICO
                                        MANUFACTURING COMPANY

                                       PEPSI-COLA PUERTO RICO
                                        DISTRIBUTING COMPANY

                                      BEVERAGE PLASTICS COMPANY


                                By:/S/ RAFAEL NIN
                                   -----------------------------
                                Name:        Rafael Nin
                                Title:   President and Chief
                                          Executive Officer


                                By:/S/ DAVID LEE VIRGINIA
                                   -----------------------------
                                Name:    David Lee Virginia
                                Title: Chief Financial Officer


                                    BANCO POPULAR DE PUERTO RICO


                                By:/S/ RA<u'>L CACHO
                                   -----------------------------
                                Name:    Ra<u'>l Cacho
                                Title:  Vice President




Affidavit No.:  865 (copy)

     Acknowledged  and  subscribed  before  me by Rafael Nin, of legal age,
married, executive and resident of San Juan,  Puerto  Rico, in his capacity
as President and Chief Executive Officer of each of Pepsi-Cola  Puerto Rico
Bottling  Company, Pepsi-Cola Puerto Rico Manufacturing Company, Pepsi-Cola
Puerto Rico  Distributing  Company  and Beverage Plastics Company, by David
Lee Virginia, of legal age, married,  executive  and  resident of Guaynabo,
Puerto  Rico,  in  his  capacity as Chief Financial Officer  of  Pepsi-Cola
Puerto Rico Bottling Company, Pepsi-Cola Puerto Rico Manufacturing Company,
Pepsi-Cola Puerto Rico Distributing  Company and Beverage Plastics Company;

                                60
<PAGE>


and by Ra<u'>l Cacho, of legal age, married,  banker  and  resident  of San
Juan,  Puerto  Rico, in his capacity as Vice President of Banco Popular  de
Puerto Rico; both  to me personally known at San Juan, Puerto Rico, on this
8th day of April, 1997.


                                        -------------------------
                                             Notary Public










                                 61

<PAGE>
                                                        EXHIBIT A



                          TERM LOAN NOTE


$25,000,000.00                               As of April  8, 1997



     FOR VALUE RECEIVED,  the undersigned (the "Borrowers"), hereby promise
to pay to the order of Banco  Popular  De  Puerto Rico (the "Bank"), at its
offices located at 209 Mu<n~>oz Rivera Avenue,  Hato  Rey, San Juan, Puerto
Rico,  the  principal sum of TWENTY-FIVE MILLION DOLLARS  ($25,000,000)  in
such installments,  at such time and in such manner as are specified in the
Second Restated Credit Agreement (as hereinafter defined).

     All capitalized  terms  used  in  this  Note  which are defined in the
Second  Restated  Credit Agreement and which are not otherwise  defined  in
this Note shall have  the  meanings set forth in the Second Restated Credit
Agreement.

     The Borrowers promise to  pay  interest on the unpaid principal amount
of this Note from the date hereof until  the  principal  amount  is paid in
full,  at  such interest rates, and payable at such times, as are specified
in the Second Restated Credit Agreement.

     All computations  of  interest  under  this  Note shall be made on the
basis of a year of 360 days, for the actual number of days elapsed.

     The undersigned, and each of them, including the  Borrowers,  and  any
endorsers of this Note, hereby severally waive presentment, protest, demand
and  notice of non-payment and severally agree that the holder of this Note
may extend  the  time  of  payment, or release any Collateral held, with or
without notice to all or any of the parties hereto, and that thereafter all
parties hereto will remain liable hereon, as if they, and each of them, had
expressly consented to such extension or release.

     The Borrowers hereby agree  to pay  the reasonable costs and expenses,
including attorneys' fees and expenses, incurred by the holder of this Note
in the event that the holder shall  take  recourse  of judicial proceedings
for the collection of any amount due hereunder in accordance with the terms
of the Second Restated Credit Agreement.

     The liability of the Borrowers and each of them  for  all  obligations
and covenants herein shall be joint and several ("solidaria")  Any  use  of
the singular herein shall also refer to the plural and vice versa.


<PAGE>


     This  Note  has been issued pursuant to, and is entitled to the terms,
conditions, benefits  and  security  provided  for  by  that certain Second
Restated Credit Agreement dated as of April 8, 1997 among  the Bank and the
Borrowers  (the  "Second Restated Credit Agreement").  The Second  Restated
Credit Agreement,  among  other things, contains provisions for prepayments
on  account of principal hereof  upon  the  terms  and  conditions  therein
specified.

     The  Borrowers,  and  each  of them, acknowledge receipt of a true and
exact copy of this Note.

     EXECUTED in San Juan, Puerto Rico, on the date first set forth above.

                                       PEPSI-COLA PUERTO RICO
                                          BOTTLING COMPANY

                                       PEPSI-COLA PUERTO RICO
                                        MANUFACTURING COMPANY

                                       PEPSI-COLA PUERTO RICO
                                        DISTRIBUTING COMPANY

                                      BEVERAGE PLASTICS COMPANY


                                By:_____________________________
                                Name:        Rafael Nin
                                Title:   President and Chief
                                          Executive Officer


                                By:_____________________________
                                Name:    David Lee Virginia
                                Title: Chief Financial Officer



Affidavit No.:

     Acknowledged and subscribed before  me  by  Rafael  Nin, of legal age,
married, executive and resident of San Juan, Puerto Rico,  in  his capacity
as President and Chief Executive Officer of each of Pepsi-Cola Puerto  Rico
Bottling  Company, Pepsi-Cola Puerto Rico Manufacturing Company, Pepsi-Cola
Puerto Rico Distributing Company and Beverage Plastics Company and by David
Lee Virginia,  of  legal  age, married, executive and resident of Guaynabo,
Puerto Rico, in his capacity  as  Chief  Financial  Officer  of  Pepsi-Cola
Puerto   Rico   Bottling  Company,  Pepsi-Cola  Puerto  Rico  Manufacturing
Company,, Pepsi-Cola Puerto Rico Distributing Company and Beverage Plastics




                                2
<PAGE>


Company; both to  me personally known at San Juan, Puerto Rico, on this 8th
day of April, 1997.




                                        -------------------------
                                             Notary Public













                                3

<PAGE>
                                                       EXHIBIT  B


                       REVOLVING CREDIT NOTE


$5,000,000.00                                       As of April 8, 1997
                                   

     FOR VALUE RECEIVED, the undersigned (the "Borrowers"), hereby promises
to pay to the order  of  BANCO  POPULAR  DE PUERTO RICO (the "Bank") at its
office or branch at 209 Mu<n~>oz Rivera Avenue,  Hato Rey, Puerto Rico, the
sum of FIVE MILLION DOLLARS ($5,000,000) or, if less,  the aggregate unpaid
principal amount of all Revolving Credit Advances that have  been  made  by
the Bank to the Borrowers pursuant to Section 2.3(b) of the Second Restated
Credit  Agreement  (as hereinafter defined) and are outstanding on the date
this Note is presented for payment by the Bank to the Borrower.

     Each Revolving  Credit Advance made hereunder shall be payable in such
installments, at such  times  and  in  such  manner as are specified in the
Second Restated Credit Agreement.

     The Borrowers promise to pay interest on  the  unpaid principal amount
of each Advance hereunder from the date of such Advance until the principal
amount thereof is paid in full, at such interest rates, and payable at such
times, as are specified in the Second Restated Credit Agreement.

     All  computations of interest under this Note shall  be  made  on  the
basis of a year of 360 days, for the actual number of days elapsed.

     All Revolving  Credit  Advances  made  by  the  Bank  to the Borrowers
pursuant to Section 2.3(b) of the Second Restated Credit Agreement  and all
payments made on account of principal hereof shall be recorded by the  Bank
and, prior to any transfer hereof, endorsed on the grid that appears on the
reverse side of this Note.

     The  Borrowers  hereby agree to pay the reasonable costs and expenses,
including attorneys' fees and expenses, incurred by the holder of this Note
in the event that the  holder  shall  take recourse of judicial proceedings
for the collection of any amount due hereunder in accordance with the terms
of the Second Restated Credit Agreement.

     The liability of the Borrowers and  each  of  them for all obligations
and covenants herein shall be joint and several ("solidaria").   Any use of
the singular herein shall also refer to the plural and vice versa.

     The  undersigned,  and each of them, including the Borrowers, and  any
endorsers of this Note, hereby severally waive presentment, protest, demand
and notice of non-payment  and severally agree that the holder of this Note



<PAGE>

may extend the time of payment,  or  release  any  Collateral held, with or
without notice to all or to any of the parties hereto,  and that thereafter
all parties hereto will remain liable hereon, as if they, and each of them,
had expressly consented to such extension or release.

     This  Note  has  been  issued  pursuant  to, and is entitled  to,  the
guarantees,  benefits, and security provided for  by  that  certain  Second
Restated Credit  Agreement  among  the  Borrowers,  Pepsi-Cola  Puerto Rico
Bottling  Company,  Pepsi-Cola  Puerto Rico Manufacturing Company, Beverage
Plastics Company and the Bank dated  as  of  April  8,  1997  (the  "Second
Restated  Credit  Agreement").  All capitalized terms used herein that  are
defined in the Second  Restated  Credit  Agreement  and  are  not otherwise
defined  herein  shall  have the meanings set forth in the Second  Restated
Credit Agreement.  This Note is subject to prepayment and acceleration, all
as provided in the Second Restated Credit Agreement.

     The Borrowers, and each  of  them,  acknowledge  receipt of a true and
exact copy of this Note.

     EXECUTED in San Juan, Puerto Rico, on the date first set forth above.


                                       PEPSI-COLA PUERTO RICO
                                          BOTTLING COMPANY

                                       PEPSI-COLA PUERTO RICO
                                        MANUFACTURING COMPANY

                                       PEPSI-COLA PUERTO RICO
                                        DISTRIBUTING COMPANY

                                      BEVERAGE PLASTICS COMPANY


                                By:______________________________
                                Name:        Rafael Nin
                                Title:   President and Chief
                                          Executive Officer


                                By:______________________________
                                Name:    David Lee Virginia
                                Title: Chief Financial Officer


Affidavit No.:

     Acknowledged  and subscribed before me by Rafael Nin,  of  legal  age,
married, executive and  resident  of San Juan, Puerto Rico, in his capacity
as President and Chief Executive Officer  of each of Pepsi-Cola Puerto Rico



                                2
<PAGE>

Bottling Company, Pepsi-Cola Puerto Rico Manufacturing  Company, Pepsi-Cola
Puerto Rico Distributing Company and Beverage Plastics Company and by David
Lee  Virginia, of legal age, married, executive and resident  of  Guaynabo,
Puerto  Rico,  in  his  capacity  as  Chief Financial Officer of Pepsi-Cola
Puerto Rico Bottling Company, Pepsi-Cola Puerto Rico Manufacturing Company,
Pepsi-Cola Puerto Rico Distributing Company  and Beverage Plastics Company;
both to me personally known at San Juan, Puerto  Rico,  on  this 8th day of
April, 1997.


                                      -------------------------
                                             Notary Public










                                    3
<PAGE>
                           ADVANCES AND PAYMENTS


<TABLE>
<CAPTION>
Date          Amount of       Interest          Term,        Maturity      Amount of Principal      Principal      Notation
               Advance          Rate           if any          Date          Paid or Prepaid         Balance        Made by
<S>            <C>              <C>             <C>            <C>            <C>                     <C>            <C>

</TABLE>



<PAGE>



                                                        EXHIBIT D


                   BORROWERS' PLACES OF BUSINESS




<PAGE>
                          SCHEDULE 5.2(b)





<PAGE>
                          SCHEDULE 5.2(j)


     1.   Investments of not more than $1,000,000 in the aggregate  for all
Borrowers  and  their  Restricted  Subsidiaries,  as a group, in Affiliates
located  in  Puerto  Rico  engaged  in  the  business of manufacturing  and
distribution of food and beverage products.



<PAGE>