U.S. $45,125,000

                   AMENDED AND RESTATED CREDIT AGREEMENT

                         Dated as of March 19, 2001

                                   among

                         PANAMCO DE VENEZUELA S.A.

                                as Borrower,

                        PANAMERICAN BEVERAGES, INC.,

                               as Guarantor,

                  THE FINANCIAL INSTITUTIONS PARTY HERETO,

                                as Lenders,

           BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW YORK BRANCH,

                          as Administrative Agent,

                                    and

                            BBVA SECURITIES INC.

                                    and

                         WACHOVIA SECURITIES, INC.,

                                as Arrangers


<PAGE>


                             TABLE OF CONTENTS

                                                                        Page

                                 ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS..........................................1

    SECTION 1.01  Certain Defined Terms...................................1
    SECTION 1.02  Certain Defined Terms Relating to Environmental
                    Regulation............................................14
    SECTION 1.03  Computation of Time Periods.............................15

                                 ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES.........................................15

    SECTION 2.01  The Advances............................................15
    SECTION 2.02  Making the New Advances.................................15
    SECTION 2.03  Notes...................................................16
    SECTION 2.04  Prepayments.............................................17
    SECTION 2.05  Interest................................................17
    SECTION 2.06  Fees....................................................18
    SECTION 2.07  Continuations, Interest Rate Determination..............18
    SECTION 2.08  Increased Costs, Etc....................................18
    SECTION 2.09  Payments and Computations...............................20
    SECTION 2.10  Taxes...................................................21
    SECTION 2.11  Sharing of Payments, Etc................................22
    SECTION 2.12  Funding Losses..........................................23
    SECTION 2.13  Use of Proceeds.........................................23

                                ARTICLE III

CONDITIONS PRECEDENT......................................................24

    SECTION 3.01  Conditions Precedent to Effectiveness of
                    Amendment and Restatement.............................24
    SECTION 3.02  Conditions Precedent to the Borrowing...................26
    SECTION 3.03  Determinations Under Section 3.01 and 3.02..............26

                                 ARTICLE IV

REPRESENTATIONS AND WARRANTIES............................................27

    SECTION 4.01  Representations and Warranties of the Borrower..........27


                                    (i)


<PAGE>


                                                                        Page


    SECTION 4.02  Representations and Warranties of the Guarantor.........29

                                 ARTICLE V

COVENANTS OF THE BORROWER AND THE GUARANTOR...............................33

    SECTION 5.01  Affirmative Covenants...................................33
    SECTION 5.02  Negative Covenants......................................36
    SECTION 5.03  Reporting Requirements..................................38
    SECTION 5.04  Financial Condition.....................................40

                                 ARTICLE VI

EVENTS OF DEFAULT.........................................................40

    SECTION 6.01  Events of Default.......................................40

                                ARTICLE VII

GUARANTY 43

    SECTION 7.01  The Guaranteed Obligations..............................43
    SECTION 7.02  Continuing Obligation...................................44
    SECTION 7.03  No Discharge............................................44
    SECTION 7.04  Tolling of Statute of Limitations.......................44
    SECTION 7.05  Bankruptcy..............................................45
    SECTION 7.06  Independent Obligation..................................45
    SECTION 7.07  Authorization...........................................45
    SECTION 7.08  Reliance................................................46
    SECTION 7.09.  Subordination..........................................46
    SECTION 7.10  Waiver..................................................46
    SECTION 7.11  Nature of Liability.....................................47
    SECTION 7.12  Subrogation.............................................47

                                ARTICLE VIII

THE ADMINISTRATIVE AGENT..................................................48

    SECTION 8.01  Authorization and Action................................48
    SECTION 8.02  Duties and Reliance, Etc................................48
    SECTION 8.03  Administrative Agent and Affiliates.....................49
    SECTION 8.04  Lender Credit Decision..................................49
    SECTION 8.05  Indemnification.........................................49
    SECTION 8.06  Successors to Administrative Agent......................50
    SECTION 8.07  Arrangers...............................................50


                                   (ii)


<PAGE>


                                                                        Page


                                 ARTICLE IX

MISCELLANEOUS.............................................................51

    SECTION 9.01  Amendments, Etc.........................................51
    SECTION 9.02  Notices, Etc............................................51
    SECTION 9.03  No Waiver, Remedies.....................................51
    SECTION 9.04  Costs, Expenses and Indemnification.....................52
    SECTION 9.05  Right of Set-off........................................53
    SECTION 9.06  Binding Effect..........................................53
    SECTION 9.07  Assignments and Participations..........................53
    SECTION 9.08  Governing Law...........................................55
    SECTION 9.09  Execution in Counterparts...............................56
    SECTION 9.10  Confidentiality.........................................56
    SECTION 9.11  Judgment................................................56
    SECTION 9.12  Consent to Jurisdiction.................................56
    SECTION 9.13  Survival................................................57
    SECTION 9.14  WAIVER OF JURY TRIAL....................................58
    SECTION 9.15  Limitation on Liability.................................58
    SECTION 9.16  Accounting Terms........................................58


    ANNEX I - Lending Offices, Designated Branches and Advances
    ANNEX II - Lending Offices, Designated Branches and Commitments
    ANNEX III - Disclosure Schedule

    EXHIBIT A - Note
    EXHIBIT B - Notice of Borrowing

    EXHIBIT C - Form of Assignment and Acceptance EXHIBIT D-1 - Form of
    Officer's Certificate for the Borrower EXHIBIT D-2 - Form of
    Officer's Certificate for the Guarantor EXHIBIT E-1 - Form of Opinion
    of New York Counsel to the Borrower and

                           the Guarantor

    EXHIBIT E-2 - Form of Opinion of Venezuelan Counsel to the Borrower
    EXHIBIT E-3 - Form of Opinion of Panamanian Counsel to the Guarantor
    EXHIBIT F - Consent Letter from Agent for Service of Process


                                   (iii)


<PAGE>


                   AMENDED AND RESTATED CREDIT AGREEMENT



          THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 19,
2001 (this "Agreement"), is made among Panamco de Venezuela S.A., a
Venezuelan corporation (the "Borrower"), Panamerican Beverages, Inc., a
Panamanian corporation (the "Guarantor"), the financial institutions (the
"Lenders") listed on the signature pages hereof and which may from time to
time become parties hereto, Banco Bilbao Vizcaya Argentaria S.A., New York
Branch ("BBVA"), a duly authorized branch of a banking corporation
organized under the laws of the Kingdom of Spain, as administrative agent
(together with any successors appointed pursuant to Article VIII, the
"Administrative Agent") for the Lenders hereunder, and BBVA Securities
Inc., a New York corporation, and Wachovia Securities, Inc., a North
Carolina corporation, as arrangers (each, an "Arranger" and collectively,
the "Arrangers").

          WHEREAS, the Borrower (through its predecessors in interest,
Embotelladora Carabobo, S.A., Gaseosas Orientales, S.A., Embotelladora
Maturin, S.A. and C.A. Embotelladora Nacional, each of which was merged
with and into the Borrower as of November 1, 1999), the Guarantor, the 1999
Lenders (as hereinafter defined), the Administrative Agent and BBVA
Securities Inc. entered into the Credit Agreement, dated as of July 16,
1999, amended pursuant to Amendment No. 1 dated as of September 30, 1999,
Amendment No. 2 dated March 31, 2000, and Amendment No. 3 dated as of
November 14, 2000 (as amended, the "Prior Agreement"), pursuant to which
the Borrower incurred advances from the 1999 Lenders, of which an aggregate
principal amount of $20,125,000 is outstanding as of the date hereof;

          WHEREAS, the Borrower, the Guarantor and the Lenders have agreed
to amend and restate the Prior Agreement upon the terms and conditions set
forth herein;

          NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto hereby
agree that the Prior Agreement is hereby amended and restated on and as of
the Restatement Effective Date (as hereinafter defined) as follows:

                                 ARTICLE I

                      DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01 Certain 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):

          "Administrative Agent" has the meaning specified in the preamble
to this Agreement.

          "Administrative Agent's Account" shall mean account No. 36005487
of BBVA maintained at Citibank, N.A., New York (ABA No. 021000089), Att:
Loan Administration, or such other account at such other bank in New York
City as the Administrative Agent shall specify from time to time to the
Borrower and the Lenders.


<PAGE>


          "Advance" shall mean (i) each Advance made by the 1999 Lenders to
the Borrower under the Prior Agreement and outstanding as of the date
hereof, as set forth opposite each 1999 Lender's name on Annex I hereto
under the caption "Advances" or, if such Lender has entered into one or
more Assignments and Acceptances, set forth in the Register maintained by
the Administrative Agent pursuant to Section 9.07(c) and/or (ii) each
Advance made to the Borrower by the 2001 Lenders, if any, pursuant to
Section 2.01(b).

          "Affiliate" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under common
control with such Person or is a director or officer of such Person. For
purposes of this definition, the term "control" (including the terms
"controlling," "controlled by" and "under common control with") of a Person
means the possession, direct or indirect, of the power to vote 5% or more
of the Voting Stock of such Person or to direct or cause the direction of
the management and policies of such Person, whether through the ownership
of Voting Stock, by contract or otherwise; provided, however, that neither
TCCC nor any of its direct or indirect Subsidiaries shall be considered an
Affiliate of the Borrower, the Guarantor or any of their respective
Subsidiaries.

          "Agreement" shall have the meaning specified in the preamble to
this Agreement.

          "Applicable Margin" means (i) for the period from the Restatement
Effective Date to the date that is the second anniversary of the
Restatement Effective Date, 1.75% per annum, (ii) for the period from the
second anniversary of the Restatement Effective Date to the Maturity Date,
2.00% per annum.

          "Arranger" shall have the meaning specified in the preamble to
this Agreement.

          "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the
Administrative Agent and the Borrower, in accordance with Section 9.07 and
in substantially the form of Exhibit C hereto.

          "Back-to-Back Loan" means Debt of any Subsidiary owed to a third
party that is fully collateralized by the proceeds of Debt incurred by the
Guarantor.

          "BBVA" shall have the meaning specified in the preamble to this
Agreement.

          "Borrower" shall have the meaning specified in the preamble to
this Agreement.

          "Borrowing" means the borrowing consisting of simultaneous
Advances made by the 2001 Lenders.

          "Borrowing Date" means the date on which the Borrowing hereunder
occurs.

          "Business Day" means a day of the year on which banks are not
required or authorized to close in New York City and, if the applicable
Business Day relates to any Advances, on which dealings are carried on in
the London interbank market.

          "Capitalized Leases" has the meaning specified in clause (e) of
the definition of Debt.


                                     2


<PAGE>


          "Change in Control" means:

               (a) the failure of the Shareholders (as defined in the
Voting Trust Agreement) parties to the Voting Trust Agreement collectively
to:

                   (i) own, directly or indirectly, on the Restatement
          Effective Date and until all Obligations owing under this
          Agreement and the other Loan Documents are paid in full and all
          Commitments have expired, at least a majority of the outstanding
          Voting Stock of the Guarantor on a fully diluted basis, free and
          clear of all Liens; or

                   (ii) control directly or indirectly, whether by the
          percentage of ownership of Voting Stock imposed by any applicable
          law, the possession of voting power or otherwise, the power to
          direct the affairs or control the composition of at least a
          majority of the board of directors, management committee, or
          other equivalent body, of the Guarantor; or

               (b) dissolution or termination of the Voting Trust
Agreement; or

               (c) the failure of TCCC to own (as a result of a sale by
TCCC of such Common Stock described below), directly or indirectly, on the
Restatement Effective Date and until all Obligations owing under this
Agreement and other Loan Documents are paid in full, at least 25% of the
outstanding Class B Common Stock of the Guarantor, 22.6% of the outstanding
Class A Common Stock of the Guarantor and 100% of the, outstanding Class C
Preferred Stock of the Guarantor, in each case, on a fully diluted basis,
free and clear of all Liens (it being understood that such percentage will
be reduced on a proportionate basis in the event of any issuance or sale of
Class A Common Stock or Class B Common Stock in which TCCC does not acquire
its proportionate share); or

               (d) any reduction in the number of directors nominated by
TCCC to the Guarantor's Board of Directors as compared to the number of
such directors nominated by TCCC as of the date of this Agreement.

          "Coca-Cola Entity" means TCCC and any Wholly-Owned Subsidiary of
TCCC.

          "Commitment" has the meaning specified in Section 2.01(b), and as
set forth opposite each 2001 Lender's name on Annex II hereto under the
caption "Commitments" or, if such Lender has entered into one or more
Assignments and Acceptances, set forth in the Register maintained by the
Administrative Agent pursuant to Section 9.07(c)..

          "Commitment Expiration Date" means the date 10 days after the
Restatement Effective Date.

          "Compensation Plan" of the Guarantor or any Subsidiary thereof
means any program, plan or similar arrangement (other than employment
contracts) relating generally to compensation, pension, employment or
similar arrangements to which the Guarantor or such Subsidiary
(individually or in connection with any other Person) may have any
liability.


                                     3


<PAGE>


          "Confidential Information" means information furnished by or on
behalf of the Borrower, the Guarantor or their respective Affiliates to the
Administrative Agent or any Lender in a writing designated as confidential,
but does not include any such information that (i) is or becomes generally
available to the public or (ii) is or becomes available to the
Administrative Agent or such Lender from a source other than the Borrower,
the Guarantor or their respective Affiliates other than as a result of a
breach by the Administrative Agent or any Lender of its obligations
hereunder.

          "Consolidated" refers to the consolidation of accounts in
accordance with GAAP.

          "Consolidated Debt" means the outstanding principal amount of all
Debt of any Person and its Consolidated Subsidiaries; provided, however,
that Debt of the Guarantor's Consolidated Subsidiaries shall not include
any Debt of any Subsidiary to the extent, but only to the extent, that such
Debt, (i) is held by the Guarantor, whether in the form of a loan,
participating interest or other instrument evidencing indebtedness or other
Obligation of the Subsidiary so long as material enforcement, waiver or
amendment decision regarding such Debt may be taken only by the Guarantor,
or (ii) represents a Back-to-Back Loan.

          "Consolidated EBITDA" means, for any period, the sum, without
duplication, of

               (a) Consolidated Operating Income for such period,

               plus

               (b) all depreciation and amortization of assets (including
Intangible Assets) of any Person and its Subsidiaries deducted in
determining Consolidated Operating Income for such period.

          "Consolidated Net Worth" means, for any date, the Consolidated
stockholders' equity of the Guarantor and its Subsidiaries (set forth on
the line "total shareholders' equity" on the Guarantor's balance sheet) on
such date.

          "Consolidated Operating Income" means, with respect to any Person
and its Subsidiaries for any period, the Consolidated operating income (or
loss), before interest, taxes and extraordinary items, of such Person and
its Subsidiaries for such period.

          "Consolidated Tangible Net Assets" means as of any date, the
total amount of assets of the Guarantor and its Subsidiaries, less (i)
Intangible Assets and (ii) appropriate adjustments on account of minority
interests of other Persons holding equity investments in Subsidiaries, all
as reflected on the consolidated balance sheet of the Guarantor and its
Subsidiaries as of the end of the fiscal quarter immediately preceding such
date.

          "DCR" means Duff & Phelps Credit Rating Co. ---

          "Debt" of any Person means, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) all Obligations of such
Person for the deferred purchase price of property or services, (c) all
Obligations of such Person evidenced by notes, bonds, debentures or other
similar


                                     4


<PAGE>


instruments, (d) all indebtedness created or arising under any conditional
sale or other title retention agreement with respect to property acquired
by such Person (even though the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or
sale of such property), (e) all Obligations of such Person as lessee under
leases that have been or should be, in accordance with GAAP, recorded as
capital leases ("Capitalized Leases"), (f) all Obligations, contingent or
otherwise, of such Person under acceptance, letter of credit or similar
facilities, (g) all Obligations of such Person to purchase, redeem, retire,
defease or otherwise make any payment in respect of any capital stock of or
other ownership or profit interest in such Person or any of its Affiliates
or any warrants, rights or options to acquire such capital stock, (h) all
Obligations of such Person in respect of Hedge Agreements, (i) all Debt of
others referred to in clauses (a) through (h) above guaranteed directly or
indirectly in any manner by such Person, or in effect guaranteed directly
or indirectly by such Person through an agreement (i) to pay or purchase
such Debt or to advance or supply funds for the payment or purchase of such
Debt, (ii) to purchase, sell or lease (as lessee or lessor) property, or to
purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Debt or to assure the holder of such Debt against
loss, (iii) to supply funds to or in any other manner invest in the debtor
(including any agreement to pay for property or services irrespective of
whether such property is received or such services are rendered) or (iv)
otherwise to assure a creditor against loss, and (j) all Debt referred to
in clauses (a) through (h) above secured by (or for which the holder of
such Debt has an existing right, contingent or otherwise, to be secured by)
any Lien on property (including, without limitation, accounts and contracts
rights) owned by such Person, even though such Person has not assumed or
become liable for the payment of such Debt; provided, however, that Debt
shall not include trade accounts payable arising in the ordinary course of
business.

         "Default" means any Event of Default or any event that would
constitute an Event of Default but for the requirement that notice be given or
time elapse or both.

          "Designated Affiliate" means a majority-controlled Affiliate of a
Lender whose name and principal place of business are set forth opposite
such Lender's name on Annex I or Annex II hereto under the caption
"Designated Affiliates," or in the Assignment and Acceptance pursuant to
which it became a Lender, or such other Affiliate or Affiliates of such
Lender as such Lender may specify by notice from time to time to the
Borrower and the Administrative Agent.

          "Designated Branch" means the branch of a Lender whose name and
location are set forth opposite such Lender's name on Annex I or Annex II
hereto under the caption "Designated Branches" or in the Assignment and
Acceptance pursuant to which it became a Lender, or such other branch or
branches or other office or offices of such Lender as such Lender may
specify by notice from time to time to the Borrower and the Administrative
Agent.

          "Disclosure Schedule" means the Disclosure Schedule set forth as
Annex III hereto.

          "Dollar" means freely transferable lawful money of the United
States.


                                     5


<PAGE>


          "Eligible Assignee" means (a) a commercial bank, finance company,
insurance company or other financial institution or fund (whether a
corporation, partnership, trust or other entity) having total assets in
excess of U.S.$250,000,000 and (b) any Designated Affiliate or Designated
Branch.

          "Eurocurrency Liabilities" has the meaning specified in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

          "Eurodollar Rate" means, for any Interest Period, an interest
rate per annum equal to the rate per annum obtained by dividing (a) the
rate per annum determined by the Administrative Agent based on the rate(s)
quoted on the Reuters Screen LIBO Page at approximately 11:00 A.M. (London
time) two Business Days before the first day of such Interest Period for a
period equal to such Interest Period by (b) a percentage equal to 100%
minus the Eurodollar Rate Reserve Percentage for such Interest Period. If
only one rate appears on the Reuters Screen LIBO Page, the rate in clause
(a) above will be such rate, and if two or more rates appear on the Reuters
Screen LIBO Page, the rate in clause (a) above will be the arithmetic mean
of such rates. The Eurodollar Rate for each Interest Period shall be
determined by the Administrative Agent.

          "Eurodollar Rate Reserve Percentage" for any Interest Period for
each Advance means the reserve percentage applicable two Business Days
before the first day of such Interest Period, under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or
any successor) for determining the maximum reserve requirement (including,
without limitation, any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System in New York
City with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities (or with respect to any other category of
liabilities that includes deposits by reference to which the interest rate
on Advances is determined) having a term equal to such Interest Period.

          "Event of Default" has the meaning specified in Section 6.01.

          "Existing Debt" means Debt of the Guarantor and its Subsidiaries
outstanding on the date hereof.

          "Existing Debt Agreement" means any agreement or instrument
pursuant to which any Existing Debt has been issued or incurred.

          "Facility" means the aggregate amount of the Advances and the
Commitments.

          "Federal Bankruptcy Code" means the United States Bankruptcy Code
of 1978, as amended from time to time.

          "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the
average of the quotations for such day for such transactions received


                                     6


<PAGE>



by the Administrative Agent from three Federal funds brokers of recognized
standing selected by it.

          "GAAP" means generally accepted accounting principles in the
United States consistent with those applied in the preparation of the
financial statements furnished to the Lenders prior to the date of this
Agreement.

          "Governmental Authority" means any federation, nation, state,
sovereign, or government, any federal, supranational, regional, state,
tribal, local or political subdivision, any governmental or administrative
body, instrumentality, department or agency or any court, tribunal,
administrative hearing body, arbitration panel, commission or any other
similar dispute-resolving panel or body, and any other entity exercising
executive, legislative, judicial, regulatory or administrative functions of
government.

          "Guaranteed Obligations" has the meaning specified in Section
7.01(a).

          "Guarantor" has the meaning specified in the preamble to this
Agreement.

          "Guaranty" shall mean the guaranty set forth in Article 7.

          "Hedge Agreements" means interest rate swap, cap or collar
agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts and other similar
agreements designed to hedge against fluctuations in interest rates or
foreign exchange rates.

          "Holding Company of the Borrower" means Embotelladora Coca-Cola y
Hit de Venezuela, S.A., a Panamanian corporation.

          "Indemnified Party" has the meaning specified in Section 9.04(b).

          "Intangible Assets" means all unamortized debt discount and
expense, unamortized deferred charges, goodwill, patents, trademarks,
service marks, trade names, copyrights, write-ups of assets over their
carrying value at the end of the last fiscal quarter ended prior to the
Restatement Effective Date or the date of acquisition, if acquired
subsequent to the Restatement Effective Date, and all other items which
would be treated as intangibles on the Consolidated balance sheet of the
Guarantor and its Subsidiaries.

          "Interest Coverage Ratio" means, for any period, the ratio of (i)
Consolidated EBITDA to (ii) the Consolidated gross interest expense
(including related fees) of the Guarantor and its Subsidiaries for such
period; provided, however, that the calculation of the Interest Coverage
Ratio shall not include any interest on any Debt of any Subsidiary to the
extent that such Debt (i) is owed by a Subsidiary to the Guarantor, whether
in the form of a loan, participation interest or other instrument
evidencing indebtedness or other Obligation of the Subsidiary so long as
material enforcement, waiver or amendment decision regarding such Debt may
be taken only by the Guarantor, or (ii) represents a Back-to-Back Loan.


                                     7


<PAGE>


          "Interest Period" means (i) the initial period specified in
Section 2.07(a), and (ii) each subsequent period commencing on (and
including) the last day of the immediately preceding Interest Period and
ending on (but excluding) the last day of the period selected by the
Borrower pursuant to the provisions below. The duration of each such
Interest Period shall be one, two, three or six months, as the Borrower may
elect upon notice received by the Administrative Agent not later than 11:00
A.M. (New York City time) on the third Business Day prior to the first day
of such Interest Period; provided, however, that:

               (a) no Interest Period may end after the Maturity Date;

               (b) all outstanding Advances shall at all times have the
same Interest Period, with the exception of the initial Interest Period
specified in Section 2.07(a);

               (c) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of such
Interest Period shall be extended to occur on the next succeeding Business
Day; provided, however, that, if such extension would cause the last day of
such Interest Period to occur in the next following calendar month, the
last day of such Interest Period shall occur on the next preceding Business
Day; and

               (d) except with respect to the Interest Periods described in
clause (a) above, whenever the first day of any Interest Period occurs on a
day of an initial calendar month for which there is no numerically
corresponding day in the calendar month that succeeds such initial calendar
month by the number of months in such Interest Period, such Interest Period
shall end on the last Business Day of such succeeding calendar month.

          "Investment" in any Person means any loan or advance to such
Person, any purchase or other acquisition of any capital stock, warrants,
rights, options, obligations or other securities of such Person, any
capital contribution to such Person or any other investment in such Person,
including, without limitation, any arrangement pursuant to which the
investor incurs Debt of the types referred to in clauses (i) and (j) of the
definition of "Debt" in respect of such Person and, in the case of any
permitted Investment in which the company in which such Investment is made
becomes a Subsidiary of the Guarantor, the amount of such Investment shall
include the amount of any Debt of such Subsidiary at such time; provided
that the "cash amount" of any Investment shall not be deemed to include
such Debt.

          "Lender" means each Lender listed on the signature pages hereof
and each Eligible Assignee that becomes a party hereto pursuant to Section
9.07.

          "Lending Office" means, with respect to any Lender, the office of
such Lender specified as its "Lending Office" opposite its name on Annex I
or Annex II hereto or in the Assignment and Acceptance pursuant to which it
became a Lender, or such other office of such Lender as it may from time to
time specify by notice to the Borrower and the Administrative Agent.

          "Lien" means any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement,
including, without limitation, the lien or retained


                                     8


<PAGE>


security title of a conditional vendor and any easement, right of way or
other encumbrance on title to real property.

          "Loan Documents" means this Agreement, each Note and each other
instrument, agreement, certificate, notice or other document executed
and/or delivered pursuant hereto or thereto or in connection herewith or
therewith.

          "Margin Stock" means any "margin stock" or "margin security" as
defined in Regulations T, U or X of the Board of Governors of the Federal
Reserve System.

          "Material Adverse Change" means, with respect to any Person, a
material adverse change in the business, condition (financial or
otherwise), operations, performance, properties, assets or prospects of
such Person and its Subsidiaries taken as a whole.

          "Material Adverse Effect" means, with respect to any Person, a
material adverse effect on (a) the business, condition (financial or
otherwise), operations, performance, properties, assets or prospects of
such Person and its Subsidiaries taken as a whole or (b) the rights and
remedies of the Administrative Agent or any Lender under any Loan Document.

          "Maturity Date" means July 16, 2004.

          "Moody's" means Moody's Investors Service, Inc.

          "Net Cash Proceeds" means, with respect to any sale, lease,
transfer or other disposition of any asset by any Person, the aggregate
amount of cash received from time to time by or on behalf of such Person in
connection with such transaction, after deducting therefrom only (a)
reasonable and customary brokerage commissions, legal fees, finder's fees
and other similar fees and commissions, (b) the amount of taxes payable in
connection with or as a result of such transaction or in connection with
dividends paid to enable the Borrower to pay Net Cash Proceeds to the
Lenders as contemplated herein, and (c) the amount of any Debt secured by a
Lien on such asset that, by the terms of such transaction, is required to
be repaid upon such disposition, in each case to the extent, but only to
the extent, that the amounts so deducted are, at the time of receipt of
such cash, actually paid to a Person that is not an Affiliate and are
properly attributable to such transaction or to the asset that is the
subject thereof.

          "Net Issuance Proceeds" means, with respect to any issuance, sale
or incurrence of any Debt in the international financial markets, the
aggregate amount of cash received from time to time by or on behalf of such
Person after deducting therefrom only (a) placement agents' or
underwriters' commissions, and (b) other reasonable and customary fees and
expenses (including, without limitation, fees and expenses of counsel and
bankers) payable by or on behalf of such Person in connection with such
issuance, sale or incurrence, in each case to the extent, but only to the
extent, that the amounts so deducted are, at the time of receipt of such
cash, actually paid or payable to a Person that is not an Affiliate and are
properly attributable to such transaction or to the issuance, sale or
incurrence that is the subject thereof.


                                     9


<PAGE>


          "Note" means a promissory note of the Borrower payable to the
order of any Lender, in substantially the form of Exhibit A hereto,
evidencing the indebtedness of the Borrower to such Lender resulting from
the Advances made by such Lender.

          "Obligation" means, with respect to any Person, any obligation of
such Person of any kind, including, without limitation, any liability of
such Person on any claim, whether or not the right of any creditor to
payment in respect to such claim is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, disputed, undisputed, legal,
equitable, secured or unsecured, and whether or not such claim is
discharged, stayed or otherwise affected by any proceeding referred to in
Section 6.01(e). Without limiting the generality of the foregoing, the
Obligations of the Borrower and the Guarantor under the Loan Documents
include (a) the obligation to pay principal, interest, charges, expenses,
fees, reasonable attorneys' fees and disbursements, indemnities and other
amounts payable by the Borrower and the Guarantor under any Loan Document
and (b) the obligation to reimburse any amount in respect of any of the
foregoing that any Lender, in its sole discretion, may elect to pay or
advance on behalf of the Borrower or the Guarantor in accordance with the
Loan Documents.

          "Other Currency" has the meaning specified in Section 9.11(a).

          "Other Taxes" has the meaning specified in Section 2.10(b).

          "Permitted Liens" means, with respect to any Person:

               (a) pledges or deposits by such Person under worker's
compensation laws, unemployment insurance laws or similar legislation, or
good faith deposits in connection with bids, tenders, contracts (other than
for the payment of Debt) or leases to which such Person is a party, or
deposits to secure public or statutory obligations of such Person or
deposits of cash or government bonds to secure performance, surety or
appeal bonds to which such Person is a party or which are otherwise
required of such Person, or deposits as security for contested taxes or
import duties or for the payment of rent or other obligations of like
nature, in each case incurred in the ordinary course of business;

               (b) Liens imposed by law, such as carriers', warehousemen's,
laborers', materialmen's, landlords', vendors', workmen's, operators',
producers' and mechanics' Liens, in each case for sums not yet due or being
contested in good faith by appropriate proceedings or other Liens arising
out of judgments or awards against such Person with respect to which such
Person shall then be proceeding with an appeal or other proceedings of
review;

               (c) Liens for taxes, assessments and other governmental
charges or levies not yet delinquent or subject to penalties for
non-payment or which are being contested in good faith by appropriate
proceedings;

               (d) minor survey exceptions, minor encumbrances, easements
or reservations of or with respect to, or rights of others for or with
respect to, licenses, rights-of-way, sewers, electric and other utility
lines and usages, telegraph and telephone lines, pipelines, surface use,
operation of equipment, permits, servitudes and other similar matters, or
zoning or other


                                     10

<PAGE>


restrictions as to the use of real property or Liens incidental to the
conduct of the business of such Person or to the ownership of its
properties which were not incurred in connection with Debt and which do not
in the aggregate materially adversely affect the value of said properties
or materially impair their use in the operation of the business of such
Person;

               (e) Liens existing on or provided for under the terms of
agreements existing on the Restatement Effective Date and described in Item
5.02(a) of the Disclosure Schedule;

               (f) Liens on property at the time the Guarantor or any of
its Subsidiaries acquired the property or the entity owning such property,
including any acquisition by means of a merger or consolidation with or
into the Guarantor; provided, however, that any such Lien may not extend to
any other property owned by the or any of its Subsidiaries;

               (g) Liens securing Hedge Agreements so long as (i) such
Hedge Agreements are of the type customarily entered into in connection
with, and are entered into for, the bona fide purpose of reducing financial
risk relating to interest rate or foreign exchange fluctuations, and (ii)
the collateral securing obligations in respect of such Hedge Agreements (A)
consists only of cash or cash equivalents, and (B) does not exceed in
market value on any date an amount equal to 1.5% of Consolidated Tangible
Net Assets (calculated as of the end-date of the last quarter for which
Consolidated financial statements have been distributed);

               (h) Liens on accounts receivable, inventory or bottles and
cases to secure working capital or revolving credit Debt incurred by any
Subsidiary of the Guarantor in the ordinary course of business;

               (i) Purchase Money Liens;

               (j) Liens securing only Debt of a Wholly-Owned Subsidiary of
the Guarantor to the Guarantor or one or more Wholly-Owned Subsidiaries of
the Guarantor;

               (k) Liens on any property to secure Debt incurred in
connection with the construction, installation or financing of bottling
facilities financed through Debt issued by a Coca-Cola Entity or any
subsidiary of it;

               (l) Liens resulting from the deposit funds or evidences of
Debt in trust for the purpose of defeasing Debt of the Guarantor or any of
its Subsidiaries;

               (m) legal or equitable encumbrances deemed to exist by
reason of negative pledges or the existence of any litigation or other
legal proceeding and any related lis pendens filing (excluding any
attachment prior to judgment, judgment lien or attachment lien in aid of
execution on a judgment);

               (n) rights of a common owner of any interest in property
held by such Person;

               (o) Liens on property or shares of stock of another Person
at the time such other Person becomes a Subsidiary of such Person;
provided, however, that such Liens are not created, incurred or assumed in
connection with, or in contemplation of, such other


                                     11


<PAGE>


Person becoming such a Subsidiary of such Person; provided further,
however, that such Lien may not extend to any other property owned by such
Person or any of its Subsidiaries;

               (p) any defects, irregularities or deficiencies in title to
easements, rights-of-way or other properties which do not in the aggregate
materially adversely affect the value of such properties or materially
impair their use in the operation of the business of such Person;

               (q) Liens in favor of the issuers of surety bonds or letters
of credit issued pursuant to the request of and for the account of such
Person in the ordinary course of business; provided, however, that the
obligations in respect of such letters of credit do not constitute Debt;

               (r) Liens arising in connection with Capitalized Leases in
an aggregate principal amount not to exceed U.S.$75,000,000 at any time
outstanding; and

               (s) Liens to secure any refinancing, refunding, extension,
renewal or replacement (or successive refinancings, refundings, extensions,
renewals or replacements), as a whole, or in part, of any Debt secured by
any Lien referred to in the foregoing clauses (e) through (l); provided,
however, that (i) such new Lien shall be limited to all or part of the same
property that secured the original Lien (plus improvements on or to such
property) and (ii) the Debt secured by such Lien at such time is not
increased to any amount greater than the sum of (A) the outstanding
principal amount or, if greater, committed amount of the Debt described
under clauses (e) through (l) at the time the original Lien became a
Permitted Lien under this Agreement and (B) any amount necessary to pay any
fees and expenses, including premiums, related to such refinancing,
refunding, extension, renewal or replacement.

          "Person" means an individual, partnership, corporation (including
a business trust), joint stock company, trust, unincorporated association,
joint venture or other entity, or a government or any political subdivision
or agency thereof.

          "Prior Agreement" has the meaning specified in the recitals
hereto.

          "Process Agent" has the meaning specified in Section 9.12(a).

          "Purchase Money Lien" means a Lien on property securing Debt
incurred by the Guarantor or any of its Subsidiaries to provide funds for
all or any portion of the cost of acquiring, constructing, altering,
expanding, improving or repairing such property or assets used in
connection with such property.

          "Register" has the meaning specified in Section 9.07(c).

          "Required Lenders" means at any time Lenders owed (or holding in
the aggregate) at least 66 2/3% of (a) the sum of the then-aggregate unpaid
principal amount of the Advances and (b) the then aggregate unused
Commitments; provided, however, that for purposes of this definition
neither (i) the Borrower, nor any of its respective Affiliates, if a
Lender, nor (ii) any Lender who has defaulted on any of its obligations
hereunder, shall be included in (x) the Lenders owed such amount of the
Advances or holding such amount of the Commitments or (y) the determination
of the aggregate unpaid principal amount of the Advances or the aggregate
unused Commitments.


                                     12


<PAGE>


          "Restatement Effective Date" has the meaning specified in Section
3.01.

          "Reuters Screen LIBO Page" means the display of London interbank
offered rates (commonly known as "LIBOR") of major banks for Eurodollar
deposits designated as page "LIBO" on the Reuters Monitor Money Rates
Service (or such other page as may replace the LIBO page for the purpose of
displaying such London interbank offered rates for Eurodollar deposits).

          "Significant Subsidiary" has the meaning specified for a
"significant subsidiary" as defined in Rule 405 under the Securities Act of
1933, as amended.

          "Solvent" and "Solvency" mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of
such Person is greater than the total amount of its liabilities, including,
without limitation, contingent liabilities, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be
required to pay the probable liability of such Person on its debts as they
become absolute and matured, (c) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond its ability to
pay as such debts and liabilities mature, and (d) such Person is not
engaged in business or a transaction, and is not about to engage in
business or a transaction, for which its property would constitute an
unreasonably small capital.

          "Standard & Poor's" means Standard & Poor's Rating Services, a
division of the McGraw-Hill Companies, Inc.

          "Subsidiary" of any Person means any corporation, partnership,
joint venture, trust or estate of which (or in which), directly or
indirectly, more than 50% of (a) the issued and outstanding capital stock
having ordinary voting power to elect a majority of the Board of Directors
of such corporation (irrespective of whether at the time capital stock of
any other class or classes of such corporation shall or might have voting
power upon the occurrence of any contingency), (b) the interest in the
capital or profits of such partnership or joint venture, or (c) the
beneficial interest in such trust or estate is at the time directly or
indirectly owned or controlled by such Person, by such Person and one or
more of its other Subsidiaries or by one or more of such Person's other
Subsidiaries. References to a Subsidiary, unless otherwise specifically
stated, or the context otherwise requires, shall be reference to a
Subsidiary of the Guarantor.

          "Taxes" has the meaning specified in Section 2.10(a).

          "TCCC" means The Coca-Cola Company, a Delaware corporation, or
any successor thereto.

          "United States" and "U.S." each means United States of America.

          "Voting Stock" means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such
Person, even though the right so to vote has been suspended by the
happening of such a contingency.


                                     13


<PAGE>


          "Voting Trust Agreement" means the Voting Trust Agreement for
certain shares of Panamerican Beverages, Inc., amended and restated as of
April 20, 1993, and as further amended on July 15, 1993, among the
Shareholders parties thereto and the Voting Trustees parties thereto.

          "Wholly-Owned Subsidiary" means, with respect to any Person, any
Subsidiary of such Person if all of the common stock or other similar
equity ownership interests (but not including preferred stock) in such
Subsidiary (other than any directors' qualifying shares or shares issued to
Persons to comply with local laws) is owned directly or indirectly by such
Person.

          "1999 Lender" means each Lender listed on Annex I hereto.

          "2001 Lender" means each Lender listed on Annex II hereto.

          SECTION 1.02 Certain Defined Terms Relating to Environmental
Regulation. 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):

          "Environmental Action" means any administrative, regulatory or
judicial action, suit, demand, demand letter, notice of non-compliance or
violation, investigation, proceeding, consent order or consent agreement
relating in any way to any Environmental Law or any Environmental Permit,
including without limitation (a) any claim by any Governmental Authority
for enforcement, cleanup, removal, response, remedial or other actions or
damages pursuant to any Environmental Law and (b) any claim by any third
party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or
arising from alleged injury or threat of injury to health, safety or the
environment.

          "Environmental Law" means any supranational, federal, national,
state, provincial, tribal, local or municipal law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award of any
Governmental Authority within or outside the United States relating to or
imposing standards of conduct concerning the environment, health, safety or
Hazardous Materials.

          "Environmental Permit" means any permit, approval, identification
number, license or other authorization required under any Environmental
Law.

          "Hazardous Materials" means (a) petroleum or petroleum products,
natural or synthetic gas, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation and radon gas, (b) any
substances defined as or included in the definition of "hazardous
substances," "hazardous wastes," "hazardous materials," "extremely
hazardous wastes," "restricted hazardous wastes," "toxic substances,"
"toxic pollutants," "contaminants" or "pollutants," or words of similar
import, under any Environmental Law, and (c) any other substance, exposure
to which is regulated under any Environmental Law.

          SECTION 1.03 Computation of Time Periods. In this Agreement in
the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including" and the words
"to" and "until" mean "to but excluding."


                                     14


<PAGE>


                                 ARTICLE II

                     AMOUNTS AND TERMS OF THE ADVANCES

          SECTION 2.01 The Advances.

               (a) Existing Advances. Each 1999 Lender severally agrees, on
the terms and conditions hereinafter set forth, to maintain, from and after
the Restatement Effective Date, the Advance made by such 1999 Lender to the
Borrower pursuant to the Prior Agreement (or acquired by such Lender by way
of an Assignment and Acceptance prior to the Restatement Effective Date)
and outstanding immediately prior to the Restatement Effective Date. The
principal amount of Advances maintained by each 1999 Lender on the date
hereof is set forth opposite such 1999 Lender's name on Annex I hereto
under the caption "Advances."

               (b) New Advances. Each 2001 Lender severally agrees, on the
terms and conditions hereinafter set forth, at any time prior to the
Commitment Expiration Date, to make a single Advance to the Borrower, which
Advance shall not exceed for any 2001 Lender, in aggregate principal
amount, the amount set forth opposite such 2001 Lender's name on Annex II
hereto under the caption "Commitments" or, if such 2001 Lender has entered
into one or more Assignments and Acceptances, set forth in the Register
maintained by the Administrative Agent pursuant to Section 9.07(c) (such
amount, as reduced pursuant to Section 2.04(a), being such 2001 Lender's
"Commitment").

          SECTION 2.02 Making the New Advances.

               (a) The Borrowing of Advances made by the 2001 Lenders shall
be made on notice given by the Borrower to the Administrative Agent not
later than 4:00 P.M. (New York City time) on the third Business Day prior
to the proposed Borrowing Date (the "Notice of Borrowing"). Immediately
following receipt of the Notice of Borrowing, the Administrative Agent
shall give to each 2001 Lender notice thereof by telex or facsimile
transmission. The Notice of Borrowing shall be sent by the Borrower by
telex or facsimile transmission, confirmed immediately in writing, in
substantially the form of Exhibit B hereto, specifying therein (i) the
requested Borrowing Date, (ii) the requested aggregate amount of the
Borrowing, and (iii) the initial Interest Period specified in Section
2.07(a). The Notice of Borrowing shall be irrevocable and binding on the
Borrower. The Administrative Agent shall promptly notify each 2001 Lender
of the applicable interest rate under Section 2.07. Each 2001 Lender shall,
before 11:00 A.M. (New York City time) on the Borrowing Date, make
available for the account of its Lending Office to the Administrative Agent
at the Administrative Agent's Account, in same day funds, such 2001
Lender's ratable portion of the Borrowing. After the Administrative Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Section 3.02, the Administrative Agent will make such funds
available to the Borrower by crediting the account of the Borrower, in
immediately available funds.

               (b) Anything in clause (a) above to the contrary
notwithstanding, the Borrower may not request the Borrowing hereunder if
the aggregate amount of the Borrowing is less than U.S.$25,000,000.


                                     15


<PAGE>


               (c) Unless the Administrative Agent shall have received
notice from a 2001 Lender prior to the Borrowing Date that such 2001 Lender
will not make available to the Administrative Agent such 2001 Lender's
ratable portion of the Borrowing, the Administrative Agent may assume that
such 2001 Lender has made such portion available to the Administrative
Agent on the Borrowing Date in accordance with clause (a) of this Section
2.02 and the Administrative Agent may, in reliance upon such assumption,
make available to the Borrower on such date a corresponding amount. If and
to the extent that such 2001 Lender shall not have so made such ratable
portion available to the Administrative Agent, such 2001 Lender and the
Borrower severally agree to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each
day from the date such amount is made available to the Borrower until the
date such amount is repaid to the Administrative Agent, at (i) in the case
of the Borrower, the interest rate applicable at such time under Section
2.07 to the Borrowing and (ii) in the case of the Lender, the Federal Funds
Rate. If the Lender shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such 2001
Lender's Advance as part of the Borrowing for purposes of this Agreement.

               (d) The failure of any 2001 Lender to make an Advance to be
made by it as part of the Borrowing shall not relieve any other 2001 Lender
of its obligation, if any, hereunder to make its Advance on the Borrowing
Date, but no 2001 Lender shall be responsible for the failure of any other
2001 Lender to make an Advance to be made by such other 2001 Lender on the
Borrowing Date.

          SECTION 2.03 Notes. The Advances of each Lender to the Borrower
shall be evidenced by a Note payable to the order of such Lender in an
amount equal to such Lender's Advance or Commitment. Each Lender shall
record in its records, and on the schedule attached to its Note, the name
of the Borrower, the date and amount of each Advance made by such Lender
thereunder, each repayment or prepayment thereof, and the dates on which
the Interest Period for such Advances shall begin and end. The aggregate
unpaid principal amount so recorded shall be rebuttable presumptive
evidence of the principal amount owing and unpaid on such Note. The failure
to so record or any error in so recording any such amount shall not,
however, limit or otherwise affect the obligations of the Borrower
hereunder or under any Note to repay the principal amount of each Advance
made to the Borrower together with all interest accruing thereon.

          SECTION 2.04 Prepayments.

               (a) Optional. The Borrower may, upon at least five Business
Days' notice to the Administrative Agent stating the proposed date and
aggregate principal amount of the prepayment, and, if such notice is given,
the Borrower, or any individual Borrower, shall, prepay the outstanding
principal amount of the Advances in whole or in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid,
without premium or penalty but subject to breakage costs pursuant to
Section 2.12; provided, however, that each partial prepayment shall be in a
minimum aggregate principal amount of U.S.$1,000,000 or an integral
multiple of U.S.$250,000 in excess thereof and each prepayment shall be
applied pro rata among the Advances to the repayment of the principal
thereof in the inverse order of maturity. Prepayments of Advances will be
without premium or penalty; provided that prepayments not


                                     16


<PAGE>


made on the last day of the Interest Period shall be subject to Section
2.12. Any amount prepaid under this Section 2.04(a) may not be reborrowed.
All prepayments under this Section 2.04(a) shall be made together with
accrued interest to the date of such prepayment on the principal amount
prepaid.

               (b) Scheduled Repayments. The Borrower shall repay the
aggregate principal amount of the Advances in six equal semi-annual
installments on each January 16 and July 16, commencing on July 16, 2001,
and ending January 16, 2004, and one final installment of the aggregate
principal amount of the Advances outstanding on the Maturity Date.

          SECTION 2.05 Interest.

               (a) Ordinary Interest. The Borrower shall pay interest on
the unpaid principal amount of each Advance made to it from the date of
such Advance until such principal is paid in full, at a rate per annum
which shall, during each Interest Period applicable thereto, be equal to
the sum of (A) the Eurodollar Rate for such Interest Period (provided,
however, that for the initial Interest Period applicable to the Advances
made by the 2001 Lenders, the Eurodollar Rate shall be calculated on the
basis of the two-month Eurodollar Rate determined two days prior to the
Borrowing Date plus (B) the Applicable Margin, payable in arrears on the
last day of such Interest Period (or, in the case of an Interest Period in
excess of three months, on the date occurring at three month intervals
after the first day of such Interest Period), and on the date of any
payment or prepayment of such principal amount and on the Maturity Date.

               (b) Default Interest. Upon the occurrence and during the
continuance of any Event of Default, the Borrower shall pay interest on the
unpaid principal amount of each Advance made to it and on the unpaid amount
of all interest, fees and other amounts payable hereunder that is not paid
when due, payable in arrears on the dates referred to in clause (a) above
and on demand, at a rate per annum equal at all times to 2.0% per annum
above the rate per annum required to be paid on Advances outstanding at the
time pursuant to clause (a) above.

          SECTION 2.06 Fees. The Borrower agrees to pay to the
Administrative Agent and the Arrangers such fees as have been agreed to in
writing between the Borrower, the Administrative Agent and the Arrangers.

          SECTION 2.07 Continuations, Interest Rate Determination.

               (a) The current Interest Period applicable to the Advances
made by the 1999 Lenders shall end on May 29, 2001. The initial Interest
Period applicable to the Advances, if any, made by the 2001 Lenders shall
commence on the Borrowing Date and end on May 29, 2001. From and after May
29, 2001, all outstanding Advances shall at all times have the same
Interest Period. On the third Business Day prior to the expiration of an
Interest Period (including the initial Interest Period specified in the
immediately preceding sentence), the Borrower shall have the right to
elect, by giving the Administrative Agent notice thereof, the Interest
Period applicable to the Advances.


                                     17


<PAGE>


               (b) Failing receipt by the Administrative Agent of any
notice in accordance with clause (a) above, the Borrower shall be
conclusively deemed to have elected to an Interest Period of three months.

               (c) The Administrative Agent shall give prompt notice to the
Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.07(a) or (b).

          SECTION 2.08 Increased Costs, Etc.

               (a) If, due to either (i) the introduction of or any change
in, or in the interpretation of, any law or regulation or (ii) the need to
comply with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law) adopted or
made after the date of this Agreement (except, with respect to both
subclauses (i) and (ii), any law, regulation, guideline or request
addressed in Section 2.10), there shall be any increase in the cost to any
Lender or any Person controlling such Lender of agreeing to make or making,
funding or maintaining Advances, then the Borrower shall from time to time,
upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of
such Lender additional amounts sufficient to compensate such Lender for
such increased cost; provided, however, that, before making any such
demand, each Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a
different Lending Office if the making of such a designation would avoid
the need for, or reduce the amount of, such increased cost and would not,
in the reasonable judgment of such Lender, be otherwise disadvantageous to
such Lender. Such Lender shall promptly notify the Administrative Agent and
the Borrower in writing of the occurrence of any such event, such notice to
state, in reasonable detail, the reasons therefor and the additional
amounts required fully to compensate such Lender for such increased cost or
reduced amount; provided, however, that notice in respect of any additional
amounts payable hereunder in respect of any Interest Period shall not be
effective, and no such additional amounts shall be payable hereunder in
respect of such Interest Period, unless such notice is given not later than
the 360th day following the Maturity Date. No such additional amounts shall
be payable hereunder for increased costs incurred in respect of any period
from 90 days after the date on which such Lender becomes actually aware of
such increased cost to the date on which such Lender delivers notice of
such increased cost. A certificate as to the amount of such increased cost,
submitted to the Borrower by such Lender, shall be conclusive and binding
for all purposes, absent manifest error.

               (b) If any Lender determines that (i) the introduction of or
any change in, or in the interpretation of, any law or regulation or (ii)
the need to comply with any guideline or request from any central bank or
other Governmental Authority (whether or not having the force of law)
adopted or made after the date hereof affects or would affect the amount of
capital required or expected to be maintained by such Lender or any Person
controlling such Lender and such Lender determines that the amount of such
capital is increased as a result of such Lender's Commitment to lend or
Advance made hereunder and other commitments of this type, then, upon
demand by such Lender (with a copy of such demand to the Administrative
Agent), the Borrower shall pay to the Administrative Agent for the account
of such Lender, from time to time as specified by such Lender,


                                     18


<PAGE>


additional amounts sufficient to compensate such Lender in light of such
circumstances, to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender's
Commitment to lend or Advance made hereunder; provided, however, that,
before making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions)
to designate a different Lending Office if the making of such a designation
would avoid the need for, or reduce the amount of, such increase in capital
and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender. Such Lender shall promptly notify the
Administrative Agent and the Borrower in writing of the occurrence of any
such event, such notice to state, in reasonable detail, the reasons
therefor and the additional amounts required fully to compensate such
Lender for such increased cost or reduced amount; provided, however, that
notice in respect of any additional amounts payable hereunder in respect of
any Interest Period shall not be effective, and no such additional amounts
shall be payable hereunder in respect of such Interest Period, unless such
notice is given not later than the 360th day following the Maturity Date.
No such additional amounts shall be payable hereunder for increased capital
requirements for any period from 90 days after the date on which such
Lender becomes actually aware of such increased capital requirements to the
date on which such Lender delivers notice of such increased capital
requirements. A certificate as to such amounts submitted to the Borrower by
such Lender, shall be conclusive and binding for all purposes, absent
manifest error.

               (c) If, with respect to any Advance, the Lenders who are
owed at least 20% of the then-aggregate unpaid principal amount thereof
notify the Administrative Agent that the Eurodollar Rate for any Interest
Period for such Advance will not adequately reflect the cost to such
Lenders of making, funding or maintaining their Advance for such Interest
Period, the Administrative Agent shall forthwith so notify the Borrower and
the Lenders, whereupon (i) each such Advance will automatically, on the
last day of the then-existing Interest Period therefor, bear interest at
the Federal Funds Rate in effect from time to time during each succeeding
Interest Period, plus the Applicable Margin, and (ii) the obligation of the
Lenders to make Advances shall be suspended until the Administrative Agent
shall notify the Borrower that such Lenders have determined that the
circumstances causing such suspension no longer exist.

               (d) Notwithstanding any other provision of this Agreement,
if the introduction 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 any Lender or
its Lending Office to perform its obligations hereunder to make Advances or
to continue to fund or maintain the Advances hereunder, then, on notice
thereof and demand therefor by such Lender to the Borrower through the
Administrative Agent, (i) each Advance of such Lender will automatically,
upon such demand, at the end of the current Interest Period therefor (or
sooner if required by law), bear interest at the Federal Funds Rate in
effect from time to time during each succeeding Interest Period, plus the
Applicable Margin, and (ii) the obligation of such Lender to make Advances
shall be suspended until the Administrative Agent shall notify the Borrower
that such Lender has determined that the circumstances causing such
suspension no longer exist; provided, however, that, before making any such
demand, such Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a
different Lending Office if the making of such a designation would allow
such Lender or its Lending Office to continue to perform its obligations to
make Advances or to continue to fund or


                                     19


<PAGE>


maintain Advances and would not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender.

          SECTION 2.09 Payments and Computations.

               (a) The Borrower shall make each payment hereunder and under
the Notes not later than 11:00 A.M. (New York City time) on the day when
due in Dollars to the Administrative Agent at the Administrative Agent's
Account in same day funds. The Administrative Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal, interest or fees ratably (other than amounts payable pursuant to
Section 2.08(a), 2.08(b), 2.10 or 2.12) to the Lenders for the account of
their Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender to such Lender for the account of its Lending
Office, in each case to be applied in accordance with the terms of this
Agreement. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 9.07(d), from and after the effective date of such Assignment and
Acceptance, the Administrative Agent shall make all payments hereunder and
under the Notes in respect of the interest assigned thereby to the Lender
assignee thereunder, and the parties to such Assignment and Acceptance
shall make all appropriate adjustments in such payments for periods prior
to such effective date directly between themselves.

               (b) If the Administrative Agent receives funds for
application to the Obligations under the Loan Documents under circumstances
for which the Loan Documents do not specify the Advances to which, or the
manner in which, such funds are to be applied, the Administrative Agent
may, but shall not be obligated to, elect to distribute such funds to each
Lender ratably in accordance with such Lender's proportionate shares of the
principal amount of all outstanding Advances, in repayment or prepayment of
such of the outstanding Advances or other Obligations owed to such Lender
as the Administrative Agent shall direct.

               (c) All computations of interest based on the Eurodollar
Rate or the Federal Funds Rate shall be made by the Administrative Agent on
the basis of a year of 360 days and 365/66 days, respectively, and for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest is payable. Each
determination by the Administrative Agent of an interest rate or fee
hereunder shall be conclusive and binding for all purposes, absent manifest
error.

               (d) Whenever any payment hereunder or under the Notes shall
be stated to be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day, and such extension of time
shall, in such case, be included in the computation of payment of interest;
provided, however, that, if such extension would cause payment of interest
on or principal of Advances to be made in the next following calendar
month, such payment shall be made on the next preceding Business Day.

               (e) Unless the Administrative Agent shall have received
notice from a Borrower prior to the date on which any payment is due to any
Lender hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the


                                     20


<PAGE>


Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each such Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent the Borrower shall not
have so made such payment in full to the Administrative Agent, each such
Lender shall repay to the Administrative Agent forthwith on demand such
amount distributed to such Lender together with interest thereon, for each
day from the date such amount is distributed to such Lender until the date
such Lender repays such amount to the Administrative Agent, at the Federal
Funds Rate.

               (f) The Borrower shall make all payments hereunder and under
the Notes regardless of any defense or counterclaim, including, without
limitation, any defense or counterclaim based on any law, rule or policy
which is now or hereafter promulgated by any Governmental Authority or
regulatory body and which may adversely affect the Borrower's obligation to
make, or the right of the holder of any Note to receive, such payments.

          SECTION 2.10 Taxes.

               (a) Any and all payments to be made by the Borrower
hereunder, under the Notes, or under any other Loan Document shall be made
free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender and
the Administrative Agent, respectively, franchise taxes, taxes, levies,
imposts, deductions, charges or withholdings (and all liabilities with
respect thereto) imposed on or measured by reference to net income which
are imposed on such Lender or the Administrative Agent by (i) the United
States of America, (ii) any political subdivision of the United States or
(iii) any foreign jurisdiction or political subdivision thereof under the
laws of which the Administrative Agent or such Lender is organized, or in
which such Lender or the Administrative Agent, respectively, has qualified
to do or in fact does business (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower or the Guarantor shall
be required by law to deduct any Taxes from or in respect of any sum
payable hereunder or under any Note to any Lender or the Administrative
Agent, (x) 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) such Lender or the
Administrative Agent (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (y) the
Borrower shall make such deductions and (z) the Borrower shall pay the full
amount required to be deducted to the relevant taxing authority or other
authority in accordance with applicable law. The Administrative Agent and
each Lender shall provide to the Borrower such forms and certifications as
are reasonably necessary to avoid or reduce the Borrower' obligation to
deduct Taxes from any payment hereunder; provided that neither the
Administrative Agent nor any Lender shall be required to furnish any such
form or certification to the extent such Person reasonably determines
(consistent with its internal policy and legal and regulatory restrictions)
that such action would be disadvantageous to such Person.

               (b) In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any excise or property taxes or any
other charges or similar levies that arise from any payment made hereunder
or under the Notes or any other Loan Documents or from the


                                     21


<PAGE>


execution, delivery or registration of, or otherwise with respect to, this
Agreement or any other Loan Documents (hereinafter referred to as "Other
Taxes").

               (c) The Borrower will indemnify each Lender and the
Administrative Agent for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section) paid by such Lender or
the Administrative Agent (as the case may be) and any liability (including
penalties, additions to tax, interest and expenses) arising therefrom or
with respect thereto whether or not such Taxes or Other Taxes were
correctly or legally asserted. This indemnification shall be made within 30
days from the date such Lender or the Administrative Agent (as the case may
be) make written demand therefor.

               (d) Within 45 days after the date of any payment of Taxes by
a Borrower, the Borrower will furnish to the Administrative Agent, at its
address referred to in Section 9.02, the original or a certified copy of a
receipt evidencing payment thereof (or, if a receipt cannot be obtained in
the applicable jurisdiction, other appropriate evidence of payment
thereof).

               (e) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in this Section shall survive the payment in full of principal
and interest hereunder and under the Notes.

          SECTION 2.11 Sharing of Payments, Etc. If any Lender shall obtain
any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Advance owing to it
(other than pursuant to Section 2.08(a), 2.08(b), 2.10 or 2.12) in excess
of its ratable share of payments on account of the Advances obtained by all
the Lenders, such Lender shall forthwith purchase from the other Lenders
such participations in the Advances owing to them as shall be necessary to
cause such purchasing Lender to share the excess payment ratably with each
of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Lender, the purchase
from such Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such Lender's ratable
share of such recovery together with an amount equal to such Lender's
ratable share (according to the proportion of (i) the amount of such
Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

          SECTION 2.12 Funding Losses. In the event any Lender shall incur
any loss, cost, or expense (including any loss, cost, or expense incurred
by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to make, continue, or maintain any portion of the
principal amount of any Advance), but excluding any loss of any margin
above the Eurodollar Rate, as a result of:


                                     22


<PAGE>


               (a) any repayment or prepayment of the principal amount of
any Advances on a date other than the scheduled last day of the Interest
Period applicable thereto;

               (b) any Advances not being made in accordance with the
Notice of Borrowing therefor; or

               (c) any Advances not being continued for the Interest Period
specified in accordance with the relevant notice therefor;

then, upon the written notice of such Lender to the Borrower (with a copy
to the Administrative Agent), the Borrower shall, within five days of its
receipt thereof, pay directly to such Lender (for its own account) such
amount as will (in the reasonable determination of such Lender) reimburse
such Lender for such loss, cost or expense. Such written notice (which
shall include all calculations in reasonable detail) shall, in the absence
of manifest error, be conclusive and binding on the Borrower.

          SECTION 2.13 Use of Proceeds. The proceeds of the Advances shall
be available (and the Borrower agrees that it shall use such proceeds) for
the purchase of certain equipment and for general corporate purposes.

                                ARTICLE III

                            CONDITIONS PRECEDENT

          SECTION 3.01 Conditions Precedent to Effectiveness of Amendment
and Restatement. This Agreement shall be effective on March 19, 2001 (the
"Restatement Effective Date"), provided each of the following conditions
shall have been satisfied on or prior to such date:

               (a) The Administrative Agent shall have received
counterparts of this Agreement executed by the Borrower, the Guarantor and
all the Lenders.

               (b) The Administrative Agent and the Lenders shall have
completed a due diligence investigation of the Borrower, the Guarantor and
their respective Subsidiaries with results satisfactory to the
Administrative Agent and the Lenders, and shall have been given such access
to the management, records, books of account, contracts and properties of
the Borrower, the Guarantor and their respective Subsidiaries, and each
shall have received such financial, business and other information
regarding the Borrower, the Guarantor and their respective Subsidiaries, as
the Administrative Agent and the Lenders shall have reasonably requested.

               (c) The Administrative Agent shall have received:

                   (i) a certificate of the Borrower, in substantially the
form of Exhibit D-1 hereto, signed on behalf of the Borrower by
a duly authorized officer or agent of the Borrower and its Secretary or any
Assistant Secretary, together with certified copies of (A) the resolutions
of the Board of Directors of the Borrower approving the Borrower's
execution, delivery, and


                                     23


<PAGE>


performance of the Loan Documents and the transactions contemplated
thereby, (B) all documents evidencing other necessary corporate action and
consents or approvals of any Governmental Authority, if any, with respect
to the Loan Documents and the transactions contemplated thereby, (C) the
constitutional documents of the Borrower and (D) a complete and accurate
organizational chart of the Borrower and its Subsidiaries; or

                    (ii) a certificate of the Guarantor, in substantially
the form of Exhibit D-2 hereto, signed on behalf of the Guarantor by a duly
authorized officer or agent of the Guarantor and its Secretary or any
Assistant Secretary, together with certified copies of (A) the resolutions
of the Board of Directors of the Guarantor approving the Guarantor's
execution, delivery, and performance of the Loan Documents to which the
Guarantor is a party and the transactions contemplated thereby, (B) all
documents evidencing other necessary corporate action and consents or
approvals of any Governmental Authority, if any, with respect to the Loan
Documents and the transactions contemplated thereby, (C) the constitutional
documents of the Guarantor and (D) a complete and accurate organizational
chart of the Guarantor and its Subsidiaries.

               (d) The Administrative Agent shall have received (i) the
Consolidated audited financial statement of the Holding Company of the
Borrower as of December 31, 2000 and (ii) the preliminary version of the
Consolidated audited financial statements of the Guarantor and its
respective Subsidiaries as of December 31, 2000.

               (e) The Administrative Agent shall have received the duly
executed Notes payable to the order of the respective Lenders.

               (f) The Administrative Agent shall have received an opinion
of Cravath, Swaine & Moore, special New York counsel for the Borrower and
the Guarantor, in substantially the form of Exhibit E-1 hereto and as to
such other matters as any Lender through the Administrative Agent may
reasonably request.

               (g) The Administrative Agent shall have received an opinion
of Rafael Villegas, local counsel to the Borrower in Venezuela, in
substantially the form of Exhibit E-2 hereto and as to such other matters
as any Lender through the Administrative Agent may reasonably request.

               (h) The Administrative Agent shall have received an opinion
of Arias, Fabrega & Fabrega, local counsel to the Guarantor in Panama, in
substantially the form of Exhibit E-3 hereto and as to such other matters
as any Lender through the Administrative Agent may reasonably request.

               (i) The Administrative Agent shall have received a letter,
in substantially the form of Exhibit F hereto, confirming the appointment
of CT Corporation System as Process Agent for the Borrower and the
Guarantor.


                                     24


<PAGE>


               (j) The Administrative Agent shall have received such other
certificates, documents and opinions of counsel as any Lender through the
Administrative Agent may reasonably request.

               (k) There shall not have occurred any material adverse
change in any country in which the Borrower, the Guarantor and their
respective Subsidiaries operate, or in the international loan syndication
or financial or capital market conditions generally from those in effect on
the date hereof.

               (l) There shall not have occurred any material adverse
change in the condition, financial or otherwise, business, operations,
performance, properties or prospects of the Borrower, the Guarantor or any
of their respective Subsidiaries since December 31, 1999.

               (m) The following statements shall be true:

               (i) the representations and warranties of the Borrower and
     the Guarantor contained in each Loan Document and the statements
     contained in each certificate delivered pursuant to any Loan Document
     are correct in all material respects on and as of the Restatement
     Effective Date, before and after giving effect to the Advances made on
     such date and the application of the proceeds therefrom, as though
     made on and as of such date except to the extent any such
     representation and warranty relates solely to an earlier date; and

               (ii) no event has occurred and is continuing, or would
     result from such Advances or from the application of the proceeds
     therefrom, that constitutes a Default.

          SECTION 3.02 Conditions Precedent to the Borrowing.

               (a) The Administrative Agent shall have a Notice of
Borrowing with respect to the Advances to be made on the Borrowing Date
meeting the requirements of Section 2.02(a).

               (b) The Borrower shall have paid all accrued fees of the
Administrative Agent (including any such fees as shall be agreed to in
writing pursuant to Section 2.06) and reimbursed the Administrative Agent
for all reasonable out-of-pocket expenses incurred in accordance with
Section 9.04(a)(i).

               (c) There shall not have occurred any material adverse
change in any country in which the Borrower, the Guarantor and their
respective Subsidiaries operate, or in the international loan syndication
or financial or capital market conditions generally from those in effect on
the date hereof.

               (d) There shall not have occurred any material adverse
change in the condition, financial or otherwise, business, operations,
performance, properties or prospects of the Borrower, the Guarantor or any
of their respective Subsidiaries since December 31, 1999.

               (e) The following statements shall be true (and the giving
of the Notice of Borrowing and the acceptance by the Borrower of the
proceeds of the Borrowing shall constitute


                                     25


<PAGE>


a representation and warranty by the Borrower that on the date of the
Borrowing such statements are true):

               (i) the representations and warranties of the Borrower and
     the Guarantor contained in each Loan Document and the statements
     contained in each certificate delivered pursuant to any Loan Document
     are correct in all material respects on and as of the date of the
     Borrowing, before and after giving effect to the Borrowing and to the
     application of the proceeds therefrom, as though made on and as of
     such date except to the extent any such representation and warranty
     relates solely to an earlier date; and

               (ii) no event has occurred and is continuing, or would
     result from the Borrowing or from the application of the proceeds
     therefrom, that constitutes a Default.

          SECTION 3.03 Determinations Under Section 3.01 and 3.02. For
purposes of determining compliance with the conditions specified in
Sections 3.01 and 3.02, each Lender shall be deemed to have consented to,
approved or accepted or to be satisfied with each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to the Lenders unless an officer of the Administrative Agent
specified in accordance with Section 9.02 shall have received written
notice from such Lender prior to the Restatement Effective Date or the
Borrowing, as the case may be, specifying its objection thereto, and, in
the case of written notice received by the Administrative Agent prior to
the Borrowing, such Lender shall not have made available to the
Administrative Agent such Lender's ratable portion of the Borrowing.

                                 ARTICLE IV

                       REPRESENTATIONS AND WARRANTIES

          SECTION 4.01 Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

               (a) The Borrower and each of its Subsidiaries (i) is a
corporation duly organized and validly existing (and, in the case of any
such Subsidiary incorporated under the laws of one of the States comprising
the United States, in good standing) under the laws of its jurisdiction of
formation, (ii) is duly qualified as a foreign corporation in each other
jurisdiction in which it owns or leases property or in which the conduct of
its business requires it to so qualify or be licensed except where failure
to so qualify would not have a Material Adverse Effect, and (iii) has all
requisite corporate power and authority to own or lease and operate its
properties and to carry on its business as now conducted and as proposed to
be conducted except where the failure to do so would be reasonably likely
not to result in a Material Adverse Effect on the Borrower and its
Subsidiaries taken as a whole.

               (b) The execution, delivery and performance by the Borrower
of each Loan Document to which it is or is to be a party, and the
consummation of the transactions contemplated hereby and thereby, are
within the Borrower's corporate powers, have been duly


                                     26


<PAGE>


authorized by all necessary corporate action, and do not (i) contravene the
Borrower's constitutional documents, (ii) violate any law, rule, regulation
(including, without limitation, Regulation X of the Board of Governors of
the Federal Reserve System), order, writ, judgment, injunction, decree,
determination or award, (iii) except as set forth on Item 4.02(c) of the
Disclosure Schedule, conflict with or result in the breach of, constitute a
default under, or cause or permit any acceleration of the maturity of, any
material contract, loan agreement, indenture, mortgage, deed of trust,
lease or other instrument binding on or affecting the Borrower, any of its
Subsidiaries or any of their properties or assets, or (iv) result in or
require the creation or imposition of any Lien upon or with respect to any
of the properties or assets of the Borrower or any of its Subsidiaries.
None of the Borrower nor any of its respective Subsidiaries is in violation
of any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any such contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument, the
violation or breach of which would be reasonably likely to result in a
Material Adverse Effect.

               (c) No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or any other third
party is required for (i) the due execution, delivery, recordation, filing
or performance by the Borrower of any Loan Document to which it is or is to
be a party, or for the consummation of the transactions contemplated hereby
or thereby, or (ii) the exercise by the Administrative Agent or any Lender
of its rights under any Loan Document to which the Borrower is a party or
the remedies provided thereunder.

               (d) This Agreement has been, and each Loan Document to which
each Borrower is or is to be a party when delivered hereunder will have
been, duly executed and delivered by the Borrower. This Agreement is, and
each other Loan Document to which the Borrower is or is to be a party when
delivered hereunder will be, the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization and similar
laws affecting creditors generally and general principles of equity.

               (e) The Borrower and each of its Subsidiaries is in
compliance in all material respects with all applicable laws, rules,
regulations and orders, except where the failure to so comply would not be
reasonably likely to result in a Material Adverse Effect on the Borrower
and its Subsidiaries taken as a whole.

               (f) All written information heretofore or contemporaneously
herewith furnished by or on behalf of the Borrower or any of its
Subsidiaries to the Administrative Agent or any Lender for purposes of or
in connection with this Agreement, the other Loan Documents and the
transactions contemplated hereby and thereby is, and all written
information hereafter furnished by or on behalf of the Borrower or any of
its Subsidiaries to the Administrative Agent or any Lender pursuant hereto
or in connection herewith will be, true and accurate in every material
respect on the date as of which such information is dated or certified, and
none of such information is or will be incomplete by omitting to state any
material fact necessary to make such information not misleading.


                                     27


<PAGE>


               (g) Except as set forth in Item 4.02(j) of the Disclosure
Schedule, there is no action, suit, investigation, litigation or proceeding
affecting the Borrower or any of its Subsidiaries (and, with respect to
unasserted claims, to the knowledge of the Borrower) (including, but not
limited to, any Environmental Action) pending or threatened before any
court, Governmental Authority or arbitrator that (i) if adversely
determined, would be reasonably likely to result in a Material Adverse
Effect or (ii) would be reasonably likely to adversely affect the legality,
validity or enforceability of this Agreement, the Notes, any other Loan
Document, or the consummation of the transactions contemplated hereby or
thereby.

               (h) None of the Borrower nor any of its respective
Subsidiaries is an "investment company" or an "affiliated person" of, or
"promoter" or "principal underwriter" for, an "investment company" required
to be registered as such within the meaning of the United States Investment
Company Act of 1940, as amended. Neither the making of any Advances, nor
the application of the proceeds of repayment thereof by the Borrower, nor
the consummation of the other transactions contemplated hereby, will
violate any provision of such Act or any rule, regulation or order of the
Securities and Exchange Commission thereunder.

               (i) Neither the Borrower nor any of its respective
properties or assets has any immunity from jurisdiction of any court or
from set-off or any legal process (whether through service of notice,
attachment prior to judgment, attachment in aid of execution, execution or
otherwise) under the laws of the jurisdiction of its incorporation.

               (j) The Borrower is not engaged principally, or as one of
its important activities, in the business of extending credit for the
purpose of purchasing or carrying Margin Stock. None of the proceeds of any
Advance will be used for the purpose of, or be made available by the
Borrower or any of its Subsidiaries in any manner to any other Person to
enable or assist such Person in, purchasing or carrying Margin Stock.

               (k) The Borrower will use the proceeds of the Advances to
purchase certain equipment and for general corporate purposes.

          SECTION 4.02 Representations and Warranties of the Guarantor. The
Guarantor represents and warrants as follows:

               (a) The Guarantor and each of its Subsidiaries (i) is a
corporation duly organized and validly existing (and, in the case of any
such Subsidiary incorporated under the laws of one of the States comprising
the United States, in good standing) under the laws of its jurisdiction of
formation, (ii) is duly qualified as a foreign corporation in each other
jurisdiction in which it owns or leases property or in which the conduct of
its business requires it to so qualify or be licensed except where failure
to so qualify would not have a Material Adverse Effect, and (iii) has all
requisite corporate power and authority to own or lease and operate its
properties and to carry on its business as now conducted and as proposed to
be conducted except where the failure to do so would be reasonably likely
not to result in a Material Adverse Effect on the Guarantor and its
Subsidiaries taken as a whole.


                                     28


<PAGE>


               (b) Set forth on Item 4.02(b) of the Disclosure Schedule is
a complete and accurate organizational chart for the Guarantor and its
Subsidiaries showing as of the Restatement Effective Date (as to each such
Subsidiary) (x) the jurisdiction of its incorporation and (y) the
percentage of the outstanding shares of each such class owned (directly or
indirectly) by the Guarantor and the number of shares covered by all
outstanding options, warrants, rights of conversion or purchase and similar
rights as at the Restatement Effective Date; and the information set forth
therein is correct in all material respects. All of the shares of the
Guarantor and each of its Subsidiaries have been validly issued, fully
paid, are non-assessable and are owned by the Guarantor or one or more of
its Subsidiaries and such stock ownership is shown on the stock registry of
the relevant Subsidiary issuing such shares free and clear of all Liens.
Except as disclosed in such Item 4.02(b) of the Disclosure Schedule, all
the shares of outstanding capital stock of all of such Subsidiaries that
the Guarantor purports to own as set forth in Item 4.02(b) of the
Disclosure Schedule have been validly issued, are fully paid and
non-assessable and are owned by the Guarantor or one or more of its
Subsidiaries free and clear of all Liens.

               (c) The execution, delivery and performance by the Guarantor
of each Loan Document to which it is or is to be a party, and the
consummation of the transactions contemplated hereby and thereby, are
within the Guarantor's corporate powers, have been duly authorized by all
necessary corporate action, and do not (i) contravene the Guarantor's
constitutional documents, (ii) violate any law, rule, regulation
(including, without limitation, Regulation X of the Board of Governors of
the Federal Reserve System), order, writ, judgment, injunction, decree,
determination or award, (iii) except as set forth on Item 4.02(c) of the
Disclosure Schedule, conflict with or result in the breach of, constitute a
default under, or cause or permit any acceleration of the maturity of, any
material contract, loan agreement, indenture, mortgage, deed of trust,
lease or other instrument binding on or affecting the Guarantor, any of its
Subsidiaries or any of their properties or assets, or (iv) result in or
require the creation or imposition of any Lien upon or with respect to any
of the properties or assets of the Guarantor or any of its Subsidiaries.
Neither the Guarantor nor any of its Subsidiaries is in violation of any
law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any such contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument, the
violation or breach of which would be reasonably likely to result in a
Material Adverse Effect.

               (d) No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or any other third
party is required for (i) the due execution, delivery, recordation, filing
or performance by the Guarantor of any Loan Document to which it is or is
to be a party, or for the consummation of the transactions contemplated
hereby or thereby, or (ii) the exercise by the Administrative Agent or any
Lender of its rights under any Loan Document to which the Guarantor is a
party or the remedies provided thereunder.

               (e) This Agreement has been, and each Loan Document to which
the Guarantor is or is to be a party when delivered hereunder will have
been, duly executed and delivered by the Guarantor. This Agreement is, and
each other Loan Document to which the Guarantor is or is to be a party when
delivered hereunder will be, the legal, valid and binding obligation of the
Guarantor, enforceable against the Guarantor in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization and similar
laws affecting creditors generally and general principles of equity.


                                     29


<PAGE>


               (f) The Guarantor and each of its Subsidiaries is in
compliance in all material respects with all applicable laws, rules,
regulations and orders, except where the failure to so comply would not be
reasonably likely to result in a Material Adverse Effect on the Guarantor
and its Subsidiaries taken as a whole.

               (g) The audited Consolidated balance sheet of the Guarantor
and its Subsidiaries as at December 31, 1999, and the related Consolidated
statements of income and cash flows of the Guarantor and its Subsidiaries
for the fiscal year then ended, accompanied (in the case of such
Consolidated financial statements) by an opinion of Arthur Andersen & Co.,
independent public accountants, copies of which have been furnished to each
Lender, fairly present in all material respects the Consolidated financial
condition of the Guarantor and its Subsidiaries as at such dates and the
Consolidated results of the operations of the Guarantor and its
Subsidiaries for the periods ended on such dates, all in accordance with
GAAP applied on a consistent basis.

               (h) Since December 31, 1999, there has been no Material
Adverse Change.

               (i) All written information (other than projections with
respect to the future financial performance of the Guarantor and its
Subsidiaries) heretofore or contemporaneously herewith furnished by or on
behalf of the Guarantor or any of its Subsidiaries to the Administrative
Agent or any Lender for purposes of or in connection with this Agreement,
the other Loan Documents and the transactions contemplated hereby and
thereby is, and all written information (other than projections with
respect to the future financial performance of the Guarantor and its
Subsidiaries) hereafter furnished by or on behalf of the Guarantor or any
of its Subsidiaries to the Administrative Agent or any Lender pursuant
hereto or in connection herewith will be, true and accurate in every
material respect on the date as of which such information is dated or
certified, and none of such information is or will be incomplete by
omitting to state any material fact necessary to make such information not
misleading. All projections with respect to the future financial
performance of the Guarantor and its Subsidiaries heretofore or
contemporaneously furnished by or on behalf of the Guarantor or any of its
Subsidiaries to the Administrative Agent or any Lender have been, and all
such projections hereafter furnished by or on behalf of the Guarantor or
any of its Subsidiaries to the Administrative Agent or any Lender will be,
prepared in good faith and represent or will represent the Guarantor's
realistic views as to such performance at the time such projections were
prepared.

               (j) Except as set forth in Item 4.02(j) of the Disclosure
Schedule, there is no action, suit, investigation, litigation or proceeding
affecting the Guarantor or any of its Subsidiaries (and, with respect to
unasserted claims, to the knowledge of the Guarantor) (including, but not
limited to, any Environmental Action) pending or threatened before any
court, Governmental Authority or arbitrator that (i) if adversely
determined, would be reasonably likely to result in a Material Adverse
Effect or (ii) would be reasonably likely to adversely affect the legality,
validity or enforceability of this Agreement, the Notes, any other Loan
Document, or the consummation of the transactions contemplated hereby or
thereby.

               (k) (i) Neither the Guarantor nor any of its Subsidiaries
     has taken any action (including any steps to terminate any
     Compensation Plan), nor made any omission


                                     30


<PAGE>


     (including any failure to make any required contribution to any
     Compensation Plan), with respect to any Compensation Plan, in either
     case which (a) would result in a liability to the Guarantor or any
     Subsidiary in excess of U.S.$1,000,000 (or the equivalent in any other
     currency), (b) would give rise to a Lien over any of its properties,
     assets, or revenues, or (c) would be reasonably likely to result in a
     Material Adverse Effect; and

               (ii) the Guarantor and each of its Subsidiaries is in
     compliance in all material respects with the regulatory requirements
     of applicable law relating to pensions, employee retirement benefits
     and social security and has made all payments required to be made
     pursuant thereto. Except as set forth in Item 4.02(k) of the
     Disclosure Schedule, neither the Guarantor nor any of its Subsidiaries
     sponsors, or is required to contribute to, any Compensation Plan,
     except such Compensation Plans that do not require funding and that
     may be terminated by the Guarantor or the applicable Subsidiary, as
     the case may be, without its incurring any liability.

               (l) Except as set forth in Item 4.02(l) of the Disclosure
Schedule, each of the Guarantor and its Subsidiaries has filed all material
tax return-s and reports required to be filed, and have paid all material
taxes, assessments, fees and other governmental charges levied or imposed
upon them or their properties, income or assets otherwise due and payable,
except (i) those which are being contested in good faith by appropriate
proceedings and for which adequate reserves have been provided in
accordance with GAAP or (ii) where the failure to do so could not
reasonably be expected to have a Material Adverse Effect. There is no
proposed tax assessment against the Guarantor or any Subsidiary that could
reasonably be expected to have a Material Adverse Effect.

               (m) (i) Except as set forth in Item 4.02(m) of the
     Disclosure Schedule, the operations and properties of the Guarantor
     and each of its Subsidiaries comply in all material respects with all
     Environmental Laws, all materially necessary Environmental Permits
     have been obtained and are in effect for the operations and properties
     of the Guarantor and its Subsidiaries, the Guarantor and its
     Subsidiaries are in compliance in all material respects with all such
     Environmental Permits, except where the failure to comply with or
     obtain such Environmental Permits would not be reasonably likely to
     result in a Material Adverse Effect and no circumstances exist that
     could (A) form the basis of an Environmental Action against the
     Guarantor or any of its Subsidiaries or any of their properties that
     would be reasonably likely to result in a Material Adverse Effect or
     (B) cause any such property to be subject to any material restrictions
     on ownership, occupancy, use or transferability under any
     Environmental Law; and

               (ii) Hazardous Materials have not been generated, used,
     treated, handled, stored or disposed of on, or released or transported
     to or from, any property of the Guarantor or any of its Subsidiaries,
     except in compliance with all Environmental Laws and Environmental
     Permits, and all other wastes generated at any such properties have
     been disposed of in compliance with all Environmental Laws and
     Environmental Permits and except where the failure to comply with
     Environmental Laws or obtain such Environmental Permits would not be
     reasonably likely to result in a Material Adverse Effect.


                                     31


<PAGE>


               (n) Neither the Guarantor nor any of its Subsidiaries is a
party to any Existing Debt Agreement, indenture, loan or credit agreement
or any lease or other agreement or instrument or subject to any charter or
corporate restriction that materially inhibits the conduct of its business,
as currently operated or as planned.

               (o) Neither the Guarantor nor any of its Subsidiaries is an
"investment company" or an "affiliated person" of, or "promoter" or
"principal underwriter" for, an "investment company" required to be
registered as such within the meaning of the United States Investment
Company Act of 1940, as amended.

               (p) Set forth in Item 4.02(p) of the Disclosure Schedule is
a complete and accurate list of all material Existing Debt of the Guarantor
and its Subsidiaries, as of February 28, 2001, showing as of such date the
outstanding principal amount thereof. No other material Debt has been
incurred since such date. Except as shown in Item 4.02(p) of the Disclosure
Schedule, on the date of this Agreement, there is no Debt owing from the
Guarantor to any of its Subsidiaries. The Obligations of the Guarantor
under the Loan Documents to which it is a party rank at least pari passu
with all other senior, unsecured Debt of the Guarantor.

               (q) Neither the Guarantor nor any of its property or assets
has any immunity from jurisdiction of any court or from set-off or any
legal process (whether through service of notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) under the
laws of the jurisdiction of its incorporation.

               (r) The Guarantor is not engaged principally, or as one of
its important activities, in the business of extending credit for the
purpose of purchasing or carrying Margin Stock.

               (s) The Guarantor, individually and on a Consolidated basis
with its Subsidiaries, is Solvent.

               (t) The Board of Directors of the Guarantor adopted by
resolution a dividend policy whereby an amount equal to between 15% and 25%
of the Guarantor's Consolidated net income from the previous year will be
paid to shareholders each year, in quarterly distributions, as determined
by the Board of Directors. Such dividend policy remains in effect as of the
date of this Agreement. Pursuant to the Certificate of Designations in
effect as of the date of this Agreement for the Series C Preferred Stock of
the Guarantor, any change in the Guarantor's policy with respect to
dividends or distributions to shareholders of the Guarantor requires the
approval of the holder of the two outstanding shares of Series C Preferred
Stock. As of the date of this Agreement, the Guarantor does not anticipate
any change in its dividend policy or in the terms of the Certificate of
Designations of the Series C Preferred Stock.


                                     32


<PAGE>


                                 ARTICLE V

                COVENANTS OF THE BORROWER AND THE GUARANTOR

          SECTION 5.01 Affirmative Covenants. Each of the Borrower and the
Guarantor covenant and agree that, unless the Required Lenders shall
otherwise consent in writing, so long as any Obligations under the Loan
Documents shall remain unpaid, or any 2001 Lender shall have any Commitment
hereunder:

               (a) Compliance with Laws, Etc. Except when the failure to do
so would not be reasonably likely to result in a Material Adverse Effect,
the Borrower and the Guarantor shall comply, and cause each of their
respective Subsidiaries to comply, in all material respects, with all
applicable laws, rules, regulations and orders.

               (b) Payment of Taxes, Etc. The Borrower and the Guarantor
shall pay and discharge, and cause each of their respective Subsidiaries to
pay and discharge, before the same shall become delinquent, (i) all taxes,
assessments and governmental charges or levies imposed upon it or upon its
property or assets and (ii) all lawful claims that, if unpaid, might by law
become a Lien upon its property; provided, however, that neither the
Borrower, the Guarantor nor any of their respective Subsidiaries shall be
required to pay or discharge any such tax, assessment, charge or claim that
is being contested in good faith and by proper proceedings and as to which
appropriate reserves are being maintained (if required by GAAP), unless and
until any Lien resulting therefrom attaches to its property or assets and
becomes enforceable against its other creditors.

               (c) Compliance with Environmental Laws. Except when the
failure to do so would not be reasonably likely to result in a Material
Adverse Effect, the Borrower and the Guarantor shall comply, and cause each
of their respective Subsidiaries and all lessees and other Persons
occupying its properties to comply, in all material respects, with all
Environmental Laws and Environmental Permits applicable to its operations
and properties; obtain and renew all Environmental Permits necessary for
its operations and properties; and conduct, and cause each of its
Subsidiaries to conduct, any reasonable investigation, study, sampling and
testing, and undertake any reasonable cleanup, removal, remedial or other
action necessary to remove and clean up all Hazardous Materials from any of
its properties, in accordance with the requirements of all Environmental
Laws; provided, however that neither the Borrower, the Guarantor nor any of
their respective Subsidiaries shall be required to undertake any such
cleanup, removal, remedial or other action to the extent that its
obligation to do so is being contested in good faith and by proper
proceedings and appropriate reserves are being maintained with respect to
such circumstances.

               (d) Maintenance of Insurance. The Guarantor shall maintain,
and cause each of its Subsidiaries to maintain, insurance with responsible
insurance companies or associations in such amounts and covering such risks
as is usually carried by companies engaged in similar businesses and owning
similar properties in the same general areas in which the Guarantor or such
Subsidiary operates.


                                     33


<PAGE>


               (e) Preservation of Corporate Existence, Etc. Except as
permitted under Section 5.02(b), the Guarantor shall preserve and maintain,
and cause each of its Subsidiaries to preserve and maintain, its corporate
existence, rights (charter and statutory) and franchises (including,
without limitation, any franchise agreement of the Guarantor or any of its
Subsidiaries with TCCC or any Affiliate thereof, which agreements shall be
preserved and maintained in a manner consistent in all material respects
with past practice); provided, however, that neither the Guarantor nor any
of its Subsidiaries shall be required to preserve any right or franchise,
nor shall the Guarantor be required to maintain the corporate existence of
any Subsidiary if the preservation or maintenance thereof is no longer
desirable in the conduct of the business of the Guarantor or such
Subsidiary, as the case may be, and the failure to preserve any such right
or franchise or maintain the corporate existence of such Subsidiary would
not be reasonably likely to result in a Material Adverse Effect on the
Guarantor and its Subsidiaries taken as a whole.

               (f) Visitation Rights. At any time during regular business
hours upon prior written notice to and approval of the Borrower or the
Guarantor (which approval shall not be unreasonably withheld or delayed),
the Borrower and the Guarantor shall permit the Administrative Agent, or
any Lender, or any agents or representatives thereof, to examine and make
notes with respect to records and books of account of, and visit the
properties of, the Borrower, the Guarantor and any of their respective
Subsidiaries, and to discuss the affairs, finances and accounts of the
Borrower, the Guarantor and any of their respective Subsidiaries with any
of their executive officers or directors and with their independent
certified public accountants.

               (g) Keeping of Books. The Guarantor shall keep, and cause
each of its Subsidiaries to keep, proper books of record and account, in
which full and correct entries shall be made of all financial transactions
and the assets and business of the Guarantor and each such Subsidiary in
accordance with GAAP.

               (h) Maintenance of Properties, Etc. Except where the failure
to do so would not be reasonably likely to result in a Material Adverse
Effect, the Guarantor shall maintain and preserve, and cause each of its
Subsidiaries to maintain and preserve, all of its properties and assets
that are material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted.

               (i) Transactions with Affiliates.


                    (i) The Guarantor shall conduct, and cause each of its
          Subsidiaries to conduct, all transactions otherwise permitted
          under the Loan Documents with any of its Subsidiaries (x) in the
          ordinary course of business in accordance with past practices or
          (y) on terms that are fair and reasonable and no less favorable
          to the Guarantor or such Subsidiary than it would obtain in a
          comparable arm's length transaction with a Person not an
          Affiliate.

                    (ii) The Guarantor shall conduct, and cause each of its
          Subsidiaries to conduct, all transactions otherwise permitted
          under the Loan Documents with any of its Affiliates (other than
          their Subsidiaries) on terms that are fair and reasonable and no
          less


                                     34


<PAGE>


          favorable to the Guarantor or such Subsidiary than it would
          obtain in a comparable arm's length transaction with a Person not
          an Affiliate.

                    (iii) Prior to the Guarantor becoming indebted to any
          Affiliate of the Guarantor, the Guarantor shall cause such
          Affiliate to execute a subordination agreement in form and
          substance satisfactory to the Administrative Agent, subordinating
          such Debt to be owed to such Affiliate to all Obligations of the
          Guarantor under the Loan Documents, and thereafter deliver to the
          Administrative Agent a copy thereof certified by a duly
          authorized officer or agent to be a true and correct copy of the
          original.

               (j) Compliance with Terms of Leaseholds. Except where the
failure to do so would not be reasonably likely to result in a Material
Adverse Effect, the Guarantor shall make all payments and otherwise perform
in all material respects all obligations in respect of all material leases
of real property and cause all of its Subsidiaries to do so, and, to the
extent material to the business of the Guarantor, keep such leases in full
force and effect and not allow such leases to lapse or be terminated or
rights to renew such leases to be forfeited or canceled.

               (k) Sales of Assets. The Guarantor shall cause any assets
that are, in the aggregate during the term of this Agreement, material to
the Consolidated financial position of the Guarantor, if sold or otherwise
transferred by the Guarantor or any of its Subsidiaries to be so sold or
transferred at a value that shall reasonably approximate their fair market
value (it being understood that "material," for purposes of this clause (k)
only, shall mean an amount equal to, for all assets during the term of this
Agreement, 5.5% of Consolidated Tangible Net Assets (calculated as of the
end-date of the last quarter for which Consolidated financial statements
have been distributed)).

          SECTION 5.02 Negative Covenants. The Guarantor covenants and
agrees that, unless the Required Lenders shall otherwise consent in
writing, so long as any Obligation under the Loan Documents shall remain
unpaid, or any 2001 Lender shall have any Commitment hereunder:

               (a) Liens, Etc. The Guarantor shall not create, incur,
assume or suffer to exist, or permit any of its Subsidiaries to create,
incur, assume or suffer to exist, any Lien on or with respect to any of its
properties and assets of any character (including, without limitation,
accounts and capital stock) whether now owned or hereafter acquired, or
assign, or permit any of its Subsidiaries to assign, any accounts or other
rights to receive revenues, excluding, however, from the operation of the
foregoing restrictions:

                   (i) Permitted Liens; and

                   (ii) Liens securing Debt if, after giving pro forma
effect to the incurrence of such Debt (and the receipt and application of
the proceeds thereof) or the securing of outstanding Debt, the sum of
(without duplication) all Debt of the Guarantor and its Subsidiaries
secured by Liens (other than Permitted Liens), at the time of determination
would not exceed 10% of Consolidated Tangible Net Assets of the Guarantor.


                                     35


<PAGE>


               (b) Mergers, Etc. The Guarantor shall not merge with or into
or consolidate with or into any Person, or permit any of its Subsidiaries
to do so, unless: (i) either (a) such merger or consolidation is between
any of the Guarantor's Subsidiaries and any of the Guarantor's other
Subsidiaries, (b) the Guarantor shall be the continuing Person in the case
of a merger or (c) the resulting or surviving Person if other than the
Guarantor (the "Successor Company") shall expressly assume, by a written
agreement, executed and delivered to the Administrative Agent, in form
satisfactory to the Administrative Agent, all the obligations of the
Guarantor under the Loan Documents; (ii) immediately after giving effect to
such transaction (and treating any Debt which becomes an obligation of the
Successor Company or any Subsidiary of the Guarantor or the Successor
Company as a result of such transaction as having been incurred by the
Successor Company or such Subsidiary at the time of such transaction), no
Default would occur or be continuing and the Guarantor shall have delivered
to the Administrative Agent an officer's certificate to that effect; and
(iii) except in the case of any merger or consolidation under clause (i)(a)
above: (A) the Guarantor shall have delivered to the Administrative Agent
an officer's certificate and an opinion of counsel, each stating that such
consolidation or merger and such written agreement comply with the Loan
Documents and, if such consolidation or merger results in a Successor
Company, that such written agreement constitutes the legal, valid and
binding obligation of the Successor Company, enforceable against such
entity in accordance with its terms, subject to customary exceptions, and
(B) at least two of Standard & Poor's, Moody's or DCR shall have notified
the Administrative Agent in writing that the proposed merger or
consolidation will not result in a withdrawal or reduction of its credit
rating of the Guarantor below the lower of the then existing rating
thereof.

               (c) Change in Nature of Business. The Guarantor shall not
make, or permit any of its Subsidiaries to make, any material change in the
nature and conduct of the business of the Guarantor and its Subsidiaries
taken as a whole as carried on at the date of this Agreement.

               (d) Accounting Changes. The Guarantor shall not make or
permit, or permit any of its Subsidiaries to make or permit, any change in
accounting policies or reporting practices, except as required by GAAP or
requested by any Governmental Authority (and in each case the Guarantor
will promptly notify the Administrative Agent and the Lenders of any such
change).

               (e) Constitutional Documents. The Guarantor shall not amend,
modify or change in any manner any material term or condition of any
constitutional document (including, without limitation, the Voting Trust
Agreement, any other shareholders agreement or any similar agreement) of
the Guarantor or any Subsidiary or take any other action in connection with
any constitutional document that would reasonably be likely to result in a
Material Adverse Effect, except as permitted by Section 5.02(b).

               (f) Shareholders' Agreements. The Guarantor shall not enter
into, or permit any of its Subsidiaries to enter into, any shareholders'
agreement (or similar agreement or arrangement) with any holder of Voting
Stock of the Guarantor (other than with TCCC or any Subsidiary thereof or
with Venbottling Holdings, Inc. or with the voting trustees under the
Voting Trust Agreement).


                                     36


<PAGE>


               (g) Change in Control. The Guarantor shall not suffer, or
allow its Subsidiaries to suffer a Change in Control.

               (h) Sales, Etc. of Assets. The Guarantor shall not sell,
lease, transfer or otherwise dispose of, or permit any of its Subsidiaries
to sell, lease, transfer or otherwise dispose of, any of its assets,
including (without limitation) any shares of capital stock of Subsidiaries
and any manufacturing plant or substantially all assets constituting the
business of a division, branch or other unit operation, except

                   (i) sales of inventory, scrap and by-products in the
     ordinary course of business;

                   (ii) sales of equipment and vehicles in the ordinary
     course of business, provided that the proceeds thereof are
     promptly reinvested in comparable equipment or vehicles; and

                   (iii) sales of assets to Affiliates permitted under
     Section 5.01(i).

          SECTION 5.03 Reporting Requirements. Each of the Borrower and the
Guarantor covenant and agree that, unless the Required Lenders shall
otherwise consent in writing, so long as any Obligation under the Loan
Documents shall remain unpaid, or any 2001 Lender shall have any Commitment
hereunder:

               (a) Default Notice. As soon as possible and in any event
within two days after the occurrence of each Default continuing on the date
of such statement, the Borrower shall furnish to the Lenders a statement of
its chief financial officer setting forth details of such Default and the
action that the Borrower has taken and proposes to take with respect
thereto.

               (b) Quarterly Financials. As soon as available and in any
event within 60 days after the end of each quarter of each fiscal year of
the Holding Company of the Borrower and the Guarantor, the Holding Company
of the Borrower and the Guarantor shall furnish to the Lenders a
consolidated balance sheet of the Holding Company of the Borrower, the
Guarantor and their respective Subsidiaries as of the end of such quarter
and Consolidated statements of income and cash flows of the Holding Company
of the Borrower, the Guarantor and their respective Subsidiaries for the
period commencing at the end of the previous fiscal year and ending with
the end of such quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding period of the preceding fiscal
year, all in reasonable detail and duly certified (subject to year-end
audit adjustments) by the chief financial officers of the Holding Company
of the Borrower and the Guarantor as having been prepared (with respect to
such Consolidated financial statements) in accordance with GAAP, together
with certificates of such officers stating that no Default has occurred and
is continuing or, if a Default has occurred and is continuing, a statement
as to the nature thereof and the action that the Borrower and the Guarantor
have taken and propose to take with respect thereto.

               (c) Annual Financials. As soon as available and in any event
within 120 days after the end of each fiscal year of the Holding Company of
the Borrower and the Guarantor, the


                                     37


<PAGE>


Holding Company of the Borrower and the Guarantor shall furnish to the
Lenders a copy of the annual audit report for such year for the Holding
Company of the Borrower, the Guarantor and their respective Subsidiaries,
including therein a Consolidated balance sheet of the Holding Company of
the Borrower, the Guarantor and their respective Subsidiaries as of the end
of such fiscal year, and Consolidated statements of income and cash flows
of the Holding Company of the Borrower, the Guarantor and their respective
Subsidiaries for such fiscal year, in each case (with respect to such
Consolidated financial statements) accompanied by an opinion of Arthur
Andersen & Co. or other independent public accountants of recognized
standing acceptable to the Required Lenders, together with (A) a
certificate of such accounting firm to the Lenders stating that in the
course of the regular audit of the business of the Holding Company of the
Borrower, the Guarantor and their respective Subsidiaries, which audit was
conducted by such accounting firm in accordance with generally accepted
auditing standards, such accounting firm has obtained no knowledge that a
Default has occurred and is continuing, or if, in the opinion of such
accounting firm, a Default has occurred and is continuing, a statement as
to the nature thereof, and (B) certificates of the chief financial officers
of the Holding Company of the Borrower and the Guarantor stating that no
Default has occurred and is continuing or, if a default has occurred and is
continuing, a statement as to the nature thereof and the action that the
Borrower and the Guarantor have taken and propose to take with respect
thereto.

               (d) Compensation Plans. As soon as possible and in any event
within five days after the Guarantor knows or has reason to know of any
action (including any steps to terminate any Compensation Plan), or any
omission (including any failure to make any required contribution to any
Compensation Plan), with respect to any Compensation Plan, in either case
the result of which (a) could result in the incurrence by the Guarantor of
any material liability, fine or penalty, or any material increase in the
contingent liability of the Guarantor with respect to any Compensation
Plan, (b) could give rise to a Lien over any of its properties, assets, or
revenues, or (c) would be reasonably likely to result in a Material Adverse
Effect, the Guarantor shall furnish to the Lenders notice thereof and
copies of all documentation relating thereto.

               (e) Material Adverse Change. As soon as possible and in any
event within five days after the Guarantor knows or has reason to know of
any Material Adverse Change, or any event or circumstance which might
result in a Material Adverse Change, the Guarantor shall furnish to the
Lenders notice thereof and copies of all documentation relating thereto.

               (f) Litigation. Promptly after the commencement thereof, the
Guarantor shall furnish to the Lenders notice of all actions, suits,
investigations, litigation and proceedings before any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic
or foreign, by or against the Guarantor or any of its Subsidiaries or
Affiliates of the type described in Section 4.02(j).

               (g) Securities Reports. Promptly after the sending or filing
thereof, the Guarantor shall furnish to the Lenders copies of all proxy
statements, financial statements and reports that the Guarantor sends to
its stockholders, and copies of all regular, periodic and special reports,
and all registration statements, that the Guarantor or any of its
Subsidiaries files with any securities commission or similar Governmental
Authority or with any national securities exchange.


                                     38


<PAGE>


               (h) Creditor Reports. Promptly after the furnishing thereof,
the Guarantor shall furnish to the Lenders copies of any statement or
report furnished to any other holder of the securities of the Guarantor or
of any of its Subsidiaries pursuant to the terms of any indenture, loan or
credit or similar agreement and not otherwise required to be furnished to
the Lenders pursuant to any other clause of this Section 5.03.

               (i) Environmental Conditions. Promptly after the occurrence
thereof, the Guarantor shall furnish to the Lenders notice of any condition
or occurrence on any property of the Guarantor or any of its Subsidiaries
that results in a material noncompliance by the Guarantor or any of its
Subsidiaries with any Environmental Law or Environmental Permit or could
form the basis of an Environmental Action against the Guarantor or any of
its Subsidiaries that would be reasonably likely to result in a Material
Adverse Effect.

               (j) Other Information. The Guarantor shall furnish to the
Lenders such other information with respect to the business, financial
condition, operations, performance, properties, assets or prospects of the
Guarantor or any of its Subsidiaries as any Lender through the
Administrative Agent may from time to time reasonably request.

          SECTION 5.04 Financial Condition. The Guarantor and the Borrower
covenant and agree that, unless the Required Lenders otherwise consent in
writing, so long as any Obligation under the Loan Documents shall remain
unpaid, or any 2001 Lender shall have any Commitment hereunder:

               (a) Interest Coverage Ratio. The Guarantor shall maintain an
Interest Coverage Ratio (calculated as of the last day of each fiscal
quarter or year, as reflected in the quarterly or annual financial
statements for such fiscal quarter or year, for the twelve-month period
ending on the relevant date of determination) of not less than 2.75 to 1.

               (b) Debt to EBITDA Ratios. (i) The Guarantor shall maintain
a ratio of Consolidated Debt to Consolidated EBITDA (calculated as of the
last day of each fiscal quarter or year hereinafter indicated, as reflected
in the quarterly or annual financial statements for such fiscal quarter or
year, for the twelve-month period ending on the relevant date of
determination) of not more than 3.0 to 1; provided, however, upon the
payment or prepayment in full of the outstanding principal amount of the
advances made to the Guarantor under the credit facility arranged by ING
Baring (U.S.) Capital LLC, dated November 21, 2000, the Guarantor shall
maintain, from such date of payment or prepayment, a ratio of Consolidated
Debt to Consolidated EBITDA of not more than 3.5 to 1.

                   (ii) The Holding Company of the Borrower shall maintain
     a ratio of Consolidated Debt to Consolidated EBITDA (calculated as of
     the last day of each fiscal quarter or year of the Borrower) of not
     more than 3.5 to 1.

               (c) Minimum Net Worth. The Guarantor shall maintain at all
times a minimum Consolidated Net Worth of not less than (i)
U.S.$1,050,000,000 during the 2001 calendar year,


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<PAGE>


(ii) U.S.$1,150,000,000 during the 2002 calendar year, (iii)
U.S.$1,250,000,000 during the 2003 calendar year, and (iv)
U.S.$1,450,000,000 during the 2004 calendar year.

                                 ARTICLE VI

                             EVENTS OF DEFAULT

          SECTION 6.01 Events of Default. If any of the following events
(each an "Event of Default") shall occur and be continuing:

               (a) the Borrower shall fail to pay (i) any principal of any
Advance, or any interest thereon, when due in accordance with the Loan
Documents, or (ii) in the case of fees or other amounts due in accordance
with the Loan Documents, within five (5) days of the due date thereof, or

               (b) any representation or warranty made by the Borrower or
the Guarantor (or any of their respective officers) under or in connection
with any Loan Document shall prove to have been incorrect in any material
respect when made or deemed made; or

               (c) the Borrower or the Guarantor shall fail to perform or
observe any term, covenant or agreement contained in (i) Section 5.01(k),
Section 5.02, 5.03(a) or (e), Section 5.04 or (ii) Section 5.03(b)-(d) or
(f)-(j) if such failure shall remain unremedied for five (5) days after the
Borrower or the Guarantor has knowledge thereof or written notice thereof
shall have been given to the Borrower or the Guarantor by the
Administrative Agent or any Lender; or

               (d) the Borrower or the Guarantor shall fail to perform any
other term, covenant or agreement contained in any Loan Document on its
part to be performed or observed if such failure shall remain unremedied
for twenty days after the Borrower or the Guarantor has knowledge thereof
or written notice thereof shall have been given to the Borrower or the
Guarantor by the Administrative Agent or any Lender; or

               (e) (w) the Borrower or any of its Subsidiaries shall fail
to pay any principal of, premium or interest on any other amount payable in
respect of any Debt that is outstanding in an aggregate principal or
notional amount of at least U.S.$20,000,000 (or the equivalent in another
currency) in the aggregate (but excluding Debt outstanding hereunder) of
the Borrower or such Subsidiary (as the case may be), when the same becomes
due and payable (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise), and such failure shall continue after
the applicable grace period, if any, specified in the agreement or
instrument relating to such Debt; or (x) the Guarantor or any of its
Subsidiaries shall fail to pay any principal of, premium or interest on any
other amount payable in respect of any Debt that is outstanding in an
aggregate principal or notional amount of at least U.S.$20,000,000 (or the
equivalent in another currency) in the aggregate (but excluding Debt
outstanding hereunder) of the Guarantor or such Subsidiary (as the case may
be), when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure
shall continue after the applicable grace period, if any, specified in the
agreement or instrument relating to such Debt; or


                                     40


<PAGE>


(y) any other event shall occur or condition shall exist under any
agreement or instrument relating to any such Debt, if the effect of such
event or condition is to accelerate the maturity of such Debt or otherwise
to cause, or to permit the holder thereof to cause, such Debt to mature; or
(z) any such Debt shall be declared to be due and payable or required to be
prepaid or redeemed (other than by a regularly scheduled required
prepayment or redemption), purchased or defeased, or an offer to prepay,
redeem, purchase or defease such Debt shall be required to be made, in each
case prior to the stated maturity thereof (other than, in the case of
subclauses (y) and (z) above, any such Debt that has become due and payable
as a result solely of any sale of assets by the Guarantor or its
Subsidiaries, provided that such Debt is paid when due from the proceeds of
such sale); or

               (f) the Guarantor or any Significant Subsidiary shall
generally not pay its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be
instituted by or against the Guarantor or any of its Significant
Subsidiaries seeking to adjudicate it as 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 respect of an involuntary proceeding
instituted against such Person, the same shall remain unstayed or
undismissed for 60 days; or the Guarantor or any Significant Subsidiary
shall take any corporate action to authorize any of the actions set forth
above in this clause; or

               (g) (x) any judgment or order for the payment of money in
excess of U.S.$20,000,000 (or the equivalent in another currency) which is
not covered by insurance shall be rendered against the Borrower or any of
its Subsidiaries or (y) any judgment or order for the payment of money in
excess of U.S.$20,000,000 (or the equivalent in another currency) which is
not covered by insurance shall be rendered against the Guarantor or any of
its Subsidiaries and, in either case, either (i) enforcement proceedings
shall have been commenced by any creditor upon such judgment or order or
(ii) there shall be any period of 30 consecutive days during which a stay
of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

               (h) any non-monetary judgment or order shall be rendered
against the Guarantor or any of its Subsidiaries that is reasonably likely
to result in a Material Adverse Effect, and there shall be any period of 30
consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect;
or

               (i) the Guarantor shall have taken any action (including any
steps to terminate any Compensation Plan), or shall have made any omission
(including any failure to make any required contribution to any
Compensation Plan), with respect to any Compensation Plan, which in either
case would (a) result in a liability to the Guarantor in excess of
U.S.$1,000,000 (or the equivalent in any other currency), or (b) be
reasonably likely to result in a Material Adverse Effect; or

               (j) a Change in Control shall occur; or


                                     41


<PAGE>


               (k) any Governmental Authority shall condemn, seize,
compulsorily purchase or expropriate all or a substantial part of the
assets and properties of the Guarantor or its Subsidiaries; or

               (l) any event or condition shall occur or exist which, in
the reasonable judgment of the Required Lenders, could reasonably be
expected to have a Material Adverse Effect on the Borrower or the Guarantor
or otherwise materially and adversely effect the rights and remedies of any
of the Lenders under any Loan Document; or

               (m) by reason of any material interference by any
Governmental Authority, or otherwise, the Loan Documents, in whole or in
part, shall become invalid, or shall fail to be in full force and effect;

then, and in any such event, the Administrative Agent (i) shall at the
request, or may with the consent, of the Required Lenders, by notice to the
Borrower, declare the obligation of each 2001 Lender to make its respective
Advance to be terminated, whereupon the same shall forthwith terminate, and
(ii) shall at the request, or may with the consent, of the Required
Lenders, by notice to the Borrower, (x) declare the Notes, all interest
thereon and all other amounts payable under this Agreement and the other
Loan Documents 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 Borrower and (y) take
all remedies as may be available under the Loan Documents or otherwise;
provided, however, that in the event of an actual or deemed entry of an
order for relief with respect to the Borrower or the Guarantor under the
Federal Bankruptcy Code or any similar order or adjudication under
applicable law that would impose a moratorium on or stay of creditor
efforts to collect debts to become effective, (x) the obligation of each
2001 Lender to make its respective Advance shall automatically be
terminated and (y) the Notes, all such interest and all such amounts shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived
by the Borrower.

                                ARTICLE VII

                                  GUARANTY

          SECTION 7.01 The Guaranteed Obligations.

               (a) The Guarantor irrevocably and unconditionally guarantees
the full and prompt payment when due (whether by acceleration or otherwise)
of the principal of and interest on each Advance made under this Agreement
and of all other Obligations (including, without limitation, indemnities,
fees, expenses and interest thereon) of the Borrower now existing or
hereafter incurred under, arising out of or in connection with this
Agreement or any other Loan Document and the due performance and compliance
with the terms of the Loan Documents by the Borrower (all such principal,
interest and Obligations, collectively, the "Guaranteed Obligations"). The
Guarantor understands, agrees and confirms that, following the occurrence
of an Event of Default, the Administrative Agent and the Lenders may
enforce this Guaranty up to the full


                                     42


<PAGE>


amount of the Guaranteed Obligations against the Guarantor without
proceeding against the Borrower. The Guarantor irrevocably and
unconditionally promises to pay such Guaranteed Obligations to the
Administrative Agent for the account of the Lenders and other holders of
Obligations, on demand, in Dollars. This Guaranty shall constitute a
guaranty of payment and not of collection.

               (b) All payments made by the Guarantor hereunder shall be
made without setoff, counterclaim or other defense. All such payments will
be made free and clear of, and without deduction or withholding for, any
present or future Taxes in the manner provided for in Section 2.10(a). The
Guarantor will indemnify and hold harmless each Lender, and reimburse each
Lender, in any such case, in the manner and to the extent provided in
Section 2.10(c).

               (c) All payments made by the Guarantor hereunder shall be
made in Dollars and in immediately available funds as provided in Section
2.09(a).

          SECTION 7.02 Continuing Obligation. This Guaranty is a continuing
one and all liabilities to which it applies or may apply under the terms
hereof shall be conclusively presumed to have been created in reliance
hereon. No failure or delay on the part of the Administrative Agent or any
Lender in exercising any right, power or privilege hereunder and no course
of dealing between the Guarantor and the Administrative Agent or any Lender
or the holder of any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights, powers and remedies herein expressly
provided are cumulative and not exclusive of any rights, powers or remedies
which the Administrative Agent or any Lender or the holder of any Note
would otherwise have. No notice to or demand on the Guarantor in any case
shall entitle the Guarantor to any other further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent or any Lender or the holder of any Note to any other
or further action in any circumstances without notice or demand.

          SECTION 7.03 No Discharge. If a claim is ever made upon the
Administrative Agent or any Lender or the holder of any Note for repayment
or recovery of any amount or amounts received in payment or on account of
any of the Guaranteed Obligations and any of the aforesaid payees repays
all or part of said amount to the Guarantor, the Borrower or any trustee,
liquidator, conservator or similar representative acting on behalf of the
Guarantor, the Borrower or their respective estates, or to any other Person
entitled thereto, by reason of (a) any judgment, decree or order of any
court or administrative body having jurisdiction over such payee or any of
its property or (b) any settlement or compromise of any such claim effected
by such payee with any such claimant (including the Guarantor), then and in
such event the Guarantor agrees that any such judgment, decree, order,
settlement or compromise shall be binding upon it notwithstanding any
revocation hereof or the cancellation of any Note or other instrument
evidencing any liability of the Guarantor, and the Guarantor shall be and
remain liable to the aforesaid payees hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by any such payee. It is the intention of the parties hereto that
the Guaranteed Obligations hereunder shall not be discharged (whether
pursuant to any bankruptcy law or


                                     43


<PAGE>


comparable legislation or otherwise) except by the Guarantor's indefeasible
performance of such obligations and then only to the extent of such
performance.

          SECTION 7.04 Tolling of Statute of Limitations. Any
acknowledgment or new promise, whether by payment of principal or interest
or otherwise and whether by the Guarantor or others, with respect to any of
the Guaranteed Obligations shall, if the statute of limitations in favor of
the Guarantor against the Administrative Agent or any Lender or the holder
of any Note shall have commenced to run, toll the running of such statute
of limitations and if the period of such statute of limitations shall have
expired, prevent the operation of such statute of limitations.

          SECTION 7.05 Bankruptcy. The Guarantor unconditionally and
irrevocably guarantees the payment of any and all of the Guaranteed
Obligations of the Borrower to the Administrative Agent, the Lenders and
the holders of any Notes whether or not due or payable by the Borrower upon
the occurrence of any of the events specified in Section 6.01(f), and
unconditionally promises to pay such indebtedness to the Administrative
Agent, for the account of such Persons, on demand, in Dollars.

          SECTION 7.06 Independent Obligation. The obligations of the
Guarantor hereunder shall not be affected by the occurrence of any Event of
Default, by any change in any laws, of Panama, Venezuela or any other
jurisdiction or by any present or future action of any Governmental
Authority amending, varying, reducing or otherwise affecting, or purporting
to amend, vary, reduce or otherwise affect, any of the obligations of the
Borrower under this Agreement or the Notes or by any other circumstance
(other than by complete, irrevocable payment) that might otherwise
constitute a legal or equitable discharge or defense of a surety or a
guarantor. If the Borrower merges or consolidates with or into another
entity, loses its separate legal identity or ceases to exist, whether or
not the Lenders have consented thereto, the Guarantor shall nonetheless
continue to be liable for the payment of all amounts payable by the
Borrower under this Agreement and the Notes. The obligations of the
Guarantor hereunder are independent of the obligations of the Borrower, and
a separate action or actions may be brought and prosecuted against the
Guarantor whether or not an action is brought against the Borrower and
whether or not the Borrower is joined in any such action or actions. The
Guarantor waives, to the full extent permitted by law, the benefit of any
statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by the Borrower or other circumstance which operates
to toll any statute of limitations as to the Borrower shall operate to toll
the statute of limitations as to the Guarantor.

          SECTION 7.07 Authorization. The Guarantor authorizes the
Administrative Agent and the Lenders without notice or demand (except (i)
the Guarantor shall be provided prior notice of any change described in
subsection (a) below, and (ii) as shall be required by applicable statute
and cannot be waived or by any other provision of this Agreement or the
other Loan Documents (including Section 9.01 of this Agreement)), and
without affecting or impairing its liability hereunder, from time to time
to:

               (a) change the manner, place or terms of payment of, and/or
change or extend the time of payment of, renew, increase, accelerate or
alter, any of the Guaranteed Obligations (including any increase or
decrease in the rate of interest thereon), any security therefor, or any


                                     44


<PAGE>


liability incurred directly or indirectly in respect thereof, and the
Guaranty herein made shall apply to the Guaranteed Obligations as so
changed, extended, renewed or altered;

               (b) exercise or refrain from exercising any rights against
the Borrower or others or otherwise act or refrain from acting;

               (c) settle or compromise any of the Guaranteed Obligations,
or any liability (including any of those hereunder) incurred directly or
indirectly in respect thereof or hereof, and may subordinate the payment of
all or any part thereof to the payment of any liability (whether due or
not) of the Borrower to its creditors other than the Lenders;

               (d) consent to or waive any breach of, or any act, omission
or default under, this Agreement, any other Loan Document or any of the
instruments or agreements referred to herein or therein, or otherwise
amend, modify or supplement this Agreement, any other Loan Document or any
of such other instruments or agreements; and/or

               (e) take any other action which would, under otherwise
applicable principles of common law, give rise to a legal or equitable
discharge of the Guarantor from its liabilities under this Guaranty.

          SECTION 7.08 Reliance. It is not necessary for the Administrative
Agent or any Lender to inquire into the capacity or powers of the Guarantor
or any of its Subsidiaries or the officers, directors, partners or agents
acting or purporting to act on their behalf, and any Guaranteed Obligations
made or created in reliance upon the professed exercise of such powers
shall be guaranteed hereunder.

          SECTION 7.09. Subordination. Any Debt of the Borrower now or
hereafter owing to the Guarantor is hereby subordinated to the Guaranteed
Obligations and if the Administrative Agent so requests at a time when an
Event of Default exists, all such Debt of the Borrower to the Guarantor
shall be collected, enforced and received by the Guarantor for the benefit
of the holders of the Guaranteed Obligations and be paid over to the
Administrative Agent for the account of such holders, but without affecting
or impairing in any manner the liability of the Guarantor under the other
provisions of this Guaranty. Prior to the transfer by the Guarantor of any
note or negotiable instrument evidencing any such Debt of the Borrower to
the Guarantor, the Guarantor shall mark such note or negotiable instrument
with a legend that the same is subject to this subordination. Without
limiting the generality of the foregoing, the Guarantor hereby agrees with
the Administrative Agent and the Lenders that it will not exercise any
right of subrogation which it may at any time otherwise have as a result of
this Guaranty (whether contractual or otherwise) until all Guaranteed
Obligations have been irrevocably paid in full in cash.

          SECTION 7.10 Waiver.

               (a) The Guarantor waives any right (except as shall be
required by applicable law and cannot be waived) to require the
Administrative Agent or any Lender to (i) proceed against the Borrower or
any other party, (ii) proceed against or exhaust any security held from the
Borrower or (iii) pursue any other remedy in its power whatsoever. The
Guarantor waives any defense


                                     45


<PAGE>


based on or arising out of any defense of the Borrower or any other party,
other than payment in full of the Guaranteed Obligations, based on or
arising out of the disability of the Borrower or any other party, or the
validity, legality or unenforceability of the Guaranteed Obligations or any
part thereof from any cause, or the cessation from any cause of the
liability of the Borrower or any other party other than payment in full of
the Guaranteed Obligations.

               (b) The Guarantor waives all presentments, demands for
performance, protests and notices, including without limitation notices of
nonperformance, notices of protest, notices of dishonor, notices of
acceptance of this Guaranty, and notices of the existence, creation or
incurring of new or additional Guaranteed Obligations other than any such
notice expressly required under other provisions of this Agreement or the
other Loan Documents. The Guarantor assumes all responsibility for being
and keeping itself informed of the Borrower's financial condition and
assets and of all other circumstances bearing upon the risk of nonpayment
of the Guaranteed Obligations and the nature, scope and extent of the risks
which the Guarantor assumes and incurs hereunder, and agrees that the
Administrative Agent nor the Lenders shall have no duty to advise the
Guarantor of information known to them regarding such circumstances or
risks.

               (c) The Guarantor warrants and agrees that each of the
waivers set forth above is made with full knowledge of its significance and
consequences and that if any of such waivers are determined to be contrary
to any applicable law or public policy, such waivers shall be effective
only to the maximum extent permitted by law.

          SECTION 7.11 Nature of Liability. The obligations of the
Guarantor hereunder are a guaranty of payment and shall remain in full
force and effect until all amounts payable by the Borrower under this
Agreement and the Notes have been validly, finally and irrevocably paid in
full, and shall not be affected in any way by the absence of any action to
obtain such amounts from the Borrower or by any variation, extension,
waiver, compromise or release of any or all of the obligations of the
Borrower hereunder or under the Notes or of any security from time to time
therefor. The Guarantor waives all requirements as to promptness,
diligence, presentment, demand for payment, protest and notice of any kind
with respect to this Agreement and the Notes, other than any such notice
expressly required under other provisions of this Agreement or the other
Loan Documents. It is the desire and intent of the Guarantor and the other
parties hereto that this Guaranty shall be enforced against the Guarantor
to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. If, however,
and to the extent that, the obligations of the Guarantor under this
Guaranty shall be adjudicated to be invalid or unenforceable for any
reason, then the amount of the Guarantor's obligations under this Guaranty
shall be deemed to be reduced and the Guarantor shall pay the maximum
amount of the Guaranteed Obligations which would be permissible under
applicable law.

          SECTION 7.12 Subrogation. The Guarantor shall be subrogated to
all the rights of the Administrative Agent and the Lenders and the holders
of the Notes against the Borrower in respect of any amounts paid by the
Guarantor pursuant hereto; provided, however, that, except to the extent
required by applicable law, the Guarantor shall not enforce any right or
receive any payment arising out of such subrogation until all amounts then
due and payable to the


                                     46


<PAGE>


Administrative Agent and the Lenders and the holders of the Notes have been
paid in full by the Borrower or the Guarantor. If any payment is made to
the Guarantor on account of such subrogation prior to payment in full of
such amounts, except to the extent required by applicable law, all amounts
so paid to the Guarantor shall be held in trust for the benefit of the
Administrative Agent and the Lenders and the holders of the Notes and the
Guarantor shall forthwith pay to the Administrative Agent, without demand,
all such amounts so paid, to be credited and applied upon any of such
amounts due and payable to the Administrative Agent or the Lenders or the
holders of the Notes.

                                ARTICLE VIII

                          THE ADMINISTRATIVE AGENT

          SECTION 8.01 Authorization and Action. Each Lender hereby
appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under this
Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto. Notwithstanding any
provision to the contrary contained elsewhere in this Agreement or in any
other Loan Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any
other Loan Document or otherwise exist against the Administrative Agent. As
to any matters not expressly provided for by the Loan Documents (including,
without limitation, enforcement or collection of the Notes), the
Administrative Agent shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting
(and shall be fully protected in so acting or refraining from acting) upon
the instructions of the Required Lenders, and such instructions shall be
binding upon all Lenders and all holders of Notes; provided, however, that
the Administrative Agent shall not be required to take any action that
exposes the Administrative Agent to personal liability or that is contrary
to this Agreement or applicable law. The Administrative Agent agrees to
give to each Lender prompt notice of each notice given to it by the
Borrower and the Guarantor pursuant to the terms of this Agreement.

          SECTION 8.02 Duties and Reliance, Etc.

               (a) Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with the
Loan Documents, except for its or their own gross negligence or willful
misconduct, or shall have any fiduciary duty to any Lender. Without
limitation of the generality of the foregoing, the Administrative Agent:
(i) may treat the payee of any Note as the holder thereof until the
Administrative Agent receives and accepts an Assignment and Acceptance
entered into by the Lender that is the payee of such Note, as assignor, and
an Eligible Assignee, as


                                     47


<PAGE>


assignee, as provided in Section 9.07; (ii) may consult with legal counsel
(including counsel for the Borrower), independent public accountants and
other experts selected by it and shall not be liable for any action taken
or omitted to be taken in good faith by it in accordance with the advice of
such counsel, accountants or experts; and (iii) shall not have any duty to
ascertain or to inquire as to the performance or observance: of any of the
terms, covenants or conditions of any Loan Document on the part of the
Borrower or the Guarantor or to inspect the property (including the books
and records) of the Borrower or the Guarantor; and (iv) shall not incur any
liability under or in respect of any Loan Document by acting upon any
notice, consent, certificate or other instrument or writing (which may be
by telegram, telecopy, cable or telex) believed by it to be genuine and
signed or sent by the proper part), or parties.

               (b) The Administrative Agent (i) does not make any warranty
or representation to any Lender and shall not be responsible to any Lender
for the accuracy or completeness of the Confidential Information,
warranties or representations made in or in connection with the Loan
Documents and (ii) shall not be responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness, sufficiency or
value of any Loan Document or any other instrument or document furnished
pursuant hereto.

               (c) The Administrative Agent has no duties hereunder or
under the other Loan Documents that are not specifically set forth herein
or therein.

          SECTION 8.03 Administrative Agent and Affiliates. With respect to
the Advance made by it and the Note issued to it, the Administrative Agent
shall have the same rights and powers under the Loan Documents as any other
Lender and may exercise the same as though it were not the Administrative
Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly
indicated, include the Administrative Agent in its individual capacity as
Lender. The Administrative Agent and its Affiliates may accept deposits
from, lend money to, act as trustee under indentures of, accept investment
banking engagements from and generally engage in any kind of business with
the Borrower or the Guarantor, any of their respective Subsidiaries and any
Person who may do business with or own securities of the Borrower or the
Guarantor or any of their respective Subsidiaries, all as if they were not
the Administrative Agent, and without any duty to account therefor to the
Lenders. Each Lender acknowledges that, pursuant to such activities, the
Administrative Agent and its Affiliates may receive information regarding
the Borrower, the Guarantor and their respective Affiliates (including
information that may be subject to confidentiality obligations in favor of
the Borrower, the Guarantor or such Affiliate) and acknowledge that the
Administrative Agent shall be under no obligation to provide such
information to them.

          SECTION 8.04 Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Administrative
Agent or any other Lender and based on the financial statements referred to
in Section 4.02(g) and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking
action under this Agreement.


                                     48


<PAGE>


          SECTION 8.05 Indemnification. Each Lender agrees to indemnify the
Administrative Agent (to the extent not promptly reimbursed by the
Borrower), ratably according to the principal amount of the Note then held
by such Lender, from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees
and expenses of counsel) that are actually incurred by or asserted or
awarded against the Administrative Agent, in each case arising out of or in
connection with or in any way relating to the Loan Documents or any action
taken or omitted by the Administrative Agent under the Loan Documents;
provided, however, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Administrative
Agent's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse the Administrative Agent
promptly upon demand for such Lender's ratable share of any costs and
expenses payable by the Borrower under Section 9.04, to the extent that the
Administrative Agent is not promptly reimbursed for such costs and expenses
by the Borrower.

          SECTION 8.06 Successors to Administrative Agent. The
Administrative Agent may at any time assign the rights and obligations
hereunder to any of its Affiliates, provided that the Administrative Agent,
or a Person owning a majority of the capital stock of the Administrative
Agent, owns a majority of the capital stock of such Affiliate, or such
Affiliate owns a majority of the capital stock of the Administrative Agent.
The Administrative Agent may resign at any time by giving written notice
thereof to the Lenders and the Borrower and may be removed at any time with
or without cause by the Required Lenders. Upon any such resignation or
removal, the Required Lenders after consultation with the Borrower shall
have the right to appoint a successor Administrative Agent to the
Administrative Agent. If no such successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after such retiring Administrative Agent's
giving of notice of resignation or the Required Lenders' removal of the
retiring Administrative Agent, then such retiring Administrative Agent may,
on behalf of the Lenders after consultation with the Borrower, appoint a
successor Administrative Agent to such Administrative Agent, which shall be
an Eligible Assignee or commercial bank organized under the laws of the
United States or of any State thereof and having a combined capital and
surplus of at least U.S.$250,000,000. Upon the acceptance of any
appointment as the Administrative Agent hereunder by such a successor
Administrative Agent, such successor Administrative Agent shall succeed to
and become vested with all the rights, powers, discretion, privileges and
duties of such retiring Administrative Agent, and such retiring
Administrative Agent shall be discharged from its duties and obligations
under the Loan Documents. After the Administrative Agent's resignation or
removal hereunder as such Administrative Agent, the provisions of this
Article VIII shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was the Administrative Agent under this
Agreement.

          SECTION 8.07 Arrangers. The Arrangers shall not have any duties,
responsibilities or liabilities under any Loan Document.


                                     49


<PAGE>


                                 ARTICLE IX

                               MISCELLANEOUS

          SECTION 9.01 Amendments, Etc. No amendment or waiver of any
provision of this Agreement, the Notes or any other Loan Documents, nor
consent to any departure by the Borrower or the Guarantor therefor, shall
in any event be effective unless the same shall be in writing and signed by
the Required Lenders, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;
provided, however that no amendment, waiver or consent shall, unless in
writing and signed by all the Lenders, do any of the following: (i) change
the percentage of the Commitments or of the aggregate unpaid principal
amount of the Notes, or the number of Lenders, that shall be required for
the Lenders or any of them to take any action hereunder or under any other
Loan Document; (ii) amend, modify or waive this Section 9.01 or any
provision of Article VII; (iii) increase the Commitments of the 2001
Lenders; (iv) reduce the principal of, or interest on (including, without
limitation, the rate of interest), the Notes or any fees or other amounts
payable hereunder; or (v) postpone the Maturity Date or any date fixed for
any payment of interest on the Notes or any fees or other amounts payable
hereunder; and provided, however, that no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition
to the Lenders required above to take such action, affect the rights or
duties of the Administrative Agent under this Agreement or any Note.

          SECTION 9.02 Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic,
facsimile or telex communication) and faxed, telexed or delivered, if to
the Borrower or the Guarantor, at its respective address set forth below
its signature on the signature pages hereto; if to any Lender, at its
Lending Office specified opposite its name on Annex I or Annex II hereto or
in the Assignment and Acceptance pursuant to which it became a Lender; and
if to the Administrative Agent, at its address set forth below its
signature on the signature pages hereto; or, as to the Borrower, the
Guarantor or the Administrative Agent, at such other address as shall be
designated by such party in a written notice to the other parties and, as
to each other party, at such other address as shall be designated by such
party in a written notice to the Borrower, the Guarantor and the
Administrative Agent. All such notices and communications shall, when faxed
or telexed, be effective when transmitted by facsimile or confirmed by
telex answerback, respectively, except that notices and communications to
the Administrative Agent pursuant to Article II, III or VIII shall not be
effective until received by the Administrative Agent. All such notices and
other communications, if not in English, shall be accompanied by an English
translation.

          SECTION 9.03 No Waiver, Remedies. No failure on the part of any
Lender or the, Administrative Agent to exercise, and no delay in
exercising, any right hereunder or under any Note or any other Loan
Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein and therein
provided are cumulative and not exclusive of any remedies provided by law.


                                     50


<PAGE>


          SECTION 9.04 Costs, Expenses and Indemnification.

               (a) The Borrower agrees to pay on demand (whether or not the
transactions contemplated by this Agreement are consummated) (i) all
reasonable costs and expenses of the Administrative Agent in connection
with the preparation, execution, delivery, administration, syndication,
modification and amendment of the Loan Documents, including, without
limitation, (A) all reasonable out-of-pocket due diligence, transportation,
computer, printing, bank meeting, duplication, appraisal, audit, search,
filing and recording fees and expenses and, with the prior approval of the
Borrower, insurance and consultant fees, and (B) the reasonable fees and
expenses of counsel with respect to advising the Administrative Agent as to
their rights and responsibilities, or the perfection, protection or
preservation of rights, or interests, under the Loan Documents, with
respect to negotiations with the Borrower or the Guarantor or with other
creditors of the Borrower or the Guarantor or any of their respective
Subsidiaries arising out of any Default or any events or circumstances that
may give rise to a Default and with respect to presenting, claims in or
otherwise participating in or monitoring any bankruptcy, insolvency or
other similar proceeding involving creditors' rights generally and any
proceeding ancillary thereto and (ii) all costs and expenses of the
Administrative Agent and the Lenders in connection with the enforcement of
the Loan Documents, whether in any action, suit or litigation, any
bankruptcy, insolvency or other similar proceeding affecting creditors'
rights generally or otherwise (including, without limitation, the
reasonable fees and expenses of counsel for the Administrative Agent and
each Lender with respect thereto).

               (b) The Borrower and the Guarantor agree to indemnify and
hold harmless the Administrative Agent and each Lender and each of their
Affiliates and their officers, directors, employees, agents and advisors
(each, an "Indemnified Party") from and against any and all claims,
damages, losses, liabilities and expenses (including, without limitation,
reasonable fees and expenses of counsel and settlement costs) that are
actually incurred by or asserted or awarded against any Indemnified Party,
in each case arising out of or in connection with or by reason of, or in
connection with the preparation for a defense of, any investigation,
litigation or proceeding arising out of, related to or in connection with
(i) the Borrower's use of the proceeds of any Advance, (ii) the actual or
alleged presence of Hazardous Materials on any property of the Borrower,
the Guarantor or any of their respective Subsidiaries or any Environmental
Action relating in any way to the Borrower, the Guarantor or any of their
respective Subsidiaries or (iii) the Facility or Loan Documents or any
Indemnified Person's role in connection therewith, in each case whether or
not such investigation, litigation or proceeding is brought by the Borrower
or any of its Subsidiaries, directors, shareholders or creditors or an
Indemnified Party, whether or not any Indemnified Party is otherwise a
party thereto and whether or not the transactions contemplated hereby are
consummated, except to the extent such claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct.

               (c) If the Borrower fails to pay when due any costs,
expenses or other amounts payable by it under any Loan Document, including,
without limitation, fees and expenses of counsel (including the allocated
cost of in-house counsel) and indemnities, such amount may be paid on
behalf of the Borrower by the Administrative Agent or any Lender, in its
sole discretion, and such amount shall be reimbursed by the Borrower.


                                     51


<PAGE>


          SECTION 9.05 Right of Set-off. Upon the occurrence and during the
continuance of any payment Event of Default, each Lender is hereby
authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and otherwise apply any and all deposits
(general or special, time or demand, provisional or final) at any time held
and other indebtedness at any time owing by such Lender to or for the
credit or the account of the Borrower against any and all of the
Obligations of the Borrower now or hereafter existing under this Agreement
and the Note held by such Lender, irrespective of whether such Lender shall
have made any demand under this Agreement or such Note and although such
obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower after any such set-off and application; provided, however, that
the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Lender under this Section 9.05
are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Lender may have.

          SECTION 9.06 Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower, the Guarantor
and the Administrative Agent and when the Administrative Agent shall have
been notified by each Lender that such Lender has executed it and
thereafter shall be binding upon and inure to the benefit of the Borrower,
the Guarantor, the Administrative Agent, and each Lender and their
respective successors and assigns, except that the Borrower and the
Guarantor shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of all of the Lenders.

          SECTION 9.07 Assignments and Participations.

               (a) Each Lender may assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the
Advance owing to it and the Note held by it); provided, however, that (i)
each such assignment shall be of a uniform, and not a varying, percentage
of all rights and obligations under this Agreement, (ii) except in the case
of an assignment to a Person that, immediately prior to such assignment,
was a Lender or an assignment of all of a Lender's rights and obligations
under this Agreement, the aggregate amount of the Commitment and Advance of
the assigning Lender being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to
such assignment) shall in no event be less than U.S.$2,000,000, (iii)
unless the assignment is to an existing Lender or an Affiliate of the
assigning Lender, the Borrower shall have notified the assigning Lender
within five Business Days of the Borrower's receipt of notice of such
assignment of the Borrower's approval of such assignment (such approval not
to be unreasonably withheld or delayed) and if the Borrower has not
notified the assigning Lender of its approval or disapproval of such
assignment by such date, the Borrower shall be deemed to have given its
approval, (iv) any assignment at any date prior to the date 60 days after
the Restatement Effective Date shall be made on the last day of an Interest
Period, and (v) the parties to each such assignment shall execute and
deliver to the Administrative Agent, for its acceptance (such acceptance
not to be withheld if the conditions set forth above in this Section 9.07
are satisfied) and recording in the Register, an Assignment and Acceptance,
together with any Note subject to such assignment and a processing and
recordation fee of U.S.$3,000. Upon such execution, delivery, acceptance
and recording, from and after the effective date specified in such
Assignment and Acceptance, (x) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder and (y) the Lender assignor
thereunder shall, to the extent that rights and obligations hereunder have
been assigned by it pursuant to such Assignment


                                     52


<PAGE>

and Acceptance, relinquish its rights and be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance
covering all or the remaining portion of an assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party
hereto).

               (b) By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder
confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or any other
Loan Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, any other Loan
Document, or any other instrument or document furnished pursuant hereto or
thereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower, the Guarantor or any of their respective Subsidiaries or with
respect to the performance or observance by the Borrower, the Guarantor or
any of their respective Subsidiaries of any of their obligations under this
Agreement or any other Loan Document or any other instrument or document
furnished pursuant hereto or thereto; (iii) such assignee confirms that it
has received a copy of this Agreement and each other Loan Document,
together with copies of the financial statements referred to in Section
4.02(g) and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon the Administrative Agent, such assigning Lender or
any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee
confirms that it is an Eligible Assignee or an Affiliate of the assignor;
(vi) such assignee appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and
discretion under this Agreement as are delegated to the Administrative
Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto; and (vii) such assignee agrees to be bound
by the terms of this Agreement.

               (c) The Administrative Agent shall maintain at its address
referred to in Section 9.02 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the
names and addresses of the Lenders and the Commitment of, and principal
amount of the Advance owing to each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive and binding
for all purposes, absent manifest error, and the Borrower, the Guarantor,
the Administrative Agent and the Lenders may treat each Person whose name
is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower,
the Guarantor or any Lender at any reasonable time and from time to time
upon reasonable prior notice.

               (d) Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee, together with any Note
subject to such assignment, the Administrative Agent shall, if such
Assignment and Acceptance has been completed and is in


                                    53


<PAGE>


substantially the form of Exhibit C hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Borrower. Within five Business
Days after its receipt of such notice, the Borrower (but only if the
Borrower has approved the assignment in accordance with Section 9.07(a)),
at its own expense, shall execute and deliver to the Administrative Agent
in exchange for the surrendered Note a new Note payable to the order of
such Eligible Assignee in an amount equal to the Commitment assumed by it
or the Advance assigned to it pursuant to such Assignment and Acceptance
and, if the assigning Lender has retained a Commitment or a portion of its
Advance hereunder, a new Note payable to the order of the assigning Lender
in an amount equal to the Commitment or Advance retained by it hereunder.
Such new Note shall be in an aggregate principal amount equal to the
aggregate principal amount of such surrendered Note, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A hereto.

               (e) Each Lender may sell participations in or to all or a
portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitments, the Advance owing
to it and the Note held by it) to any Eligible Assignee; provided, however
that (i) such Lender's obligations under this Agreement (including, without
limitation, each 2001 Lenders' Commitments) shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, (iii) such Lender shall remain the
holder of any such Note for all purposes of this Agreement, (iv) the
Borrower, the Guarantor, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection
with such Lender's rights and obligations under this Agreement and (v) no
participant under any such participation shall have any right to approve
any amendment or waiver of any provision of any Loan Document, or any
consent to any departure by the Borrower therefrom, except to the extent
that such amendment, waiver or consent would reduce the principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in
each case to the extent subject to such participation, postpone the
Maturity Date or any date fixed for any payment of interest on the Notes or
any fees or other amounts payable hereunder, in each case to the extent
subject to such participation.

               (f) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or
any portion of its rights under this Agreement (including, without
limitation, the Advance owing to it and the Note held by it) in favor of
any Federal Reserve Bank in accordance with Regulation A of the Board of
Governors of the Federal Reserve System.

          SECTION 9.08 Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the internal laws of the
State of New York.

          SECTION 9.09 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. Delivery of an executed counterpart of a signature page to
this Agreement by facsimile transmission shall be effective as delivery of
a manually executed counterpart of this Agreement.


                                    54


<PAGE>


          SECTION 9.10 Confidentiality. Neither the Administrative Agent
nor any Lender shall disclose any Confidential Information to any Person
without the consent of the Borrower and the Guarantor, other than (a) to
the Administrative Agent's or such Lender's officers, directors, employees,
agents and advisors to the extent necessary and to actual or prospective
Eligible Assignees and participants, and then only so long as such Person
agrees to keep confidential such information, (b) as required by any, law,
rule or regulation or judicial process and (c) as requested or required by
any state, federal or foreign authority or examiner regulating banks or
banking.

          SECTION 9.11 Judgment.

               (a) If, for the purposes of obtaining judgment in any court,
it is necessary to convert a sum due hereunder or under the Notes or any
other Loan Documents in Dollars into another currency (the "Other
Currency"), the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase Dollars in New York City on the Business Day preceding that on
which final judgment is given.

               (b) The obligation of the Borrower or the Guarantor in
respect of any sum due in Dollars from it to any Lender or the
Administrative Agent hereunder or under the Note held by such Lender shall,
notwithstanding any judgment in any Other Currency, be discharged only to
the extent that, on the Business Day following receipt by such Lender or
the Administrative Agent (as the case may be) of any sum adjudged to be so
due in such Other Currency such Lender or the Administrative Agent (as the
case may be) may, in accordance with normal banking procedures, purchase
Dollars with such Other Currency; if the amount of the Dollars so purchased
is less than the sum originally due to such Lender or the Administrative
Agent (as the case may be) in Dollars, the Borrower agrees, as a separate
obligation and notwithstanding such judgment, to indemnify such Lender or
the Administrative Agent (as the case may be) against such loss, and if the
amount of the Dollars so purchased exceeds the sum originally due to any
Lender or the Administrative Agent (as the case may be) in Dollars, such
Lender or the Administrative Agent (as the case may be) agrees to remit to
the Borrower such excess.

               SECTION 9.12 Consent to Jurisdiction.

          (a) Each of the Persons parties hereto hereby irrevocably submits
to the jurisdiction of any New York State or Federal court sitting in the
borough of Manhattan in New York City and any appellate court from any
thereof and to the courts of its own corporate domicile with respect to
actions brought against it as a defendant in any action or proceeding
arising out of or relating to this Agreement or any other Loan Document to
which such Person is or is to become a party, and such Person hereby
irrevocably agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or in
such Federal court. Each of the Persons parties hereto hereby irrevocably
waives, to the fullest extent it may effectively do so, any objection it
may now or hereafter have as to the venue of any such action or proceeding
brought in any such court or that such court is an inconvenient forum. The
Borrower and the Guarantor hereby irrevocably appoint CT Corporation
System, Inc. (the "Process Agent"), with an office on the date hereof at
111 Eighth Avenue, 13th Floor, New York, NY 10011, United States, as their
agent to receive on their behalf and in respect of their property,


                                    55


<PAGE>


service of copies of the summons and complaint and any other process which
may be served in any such action or proceeding. Such service may be made by
delivering a copy of such process to the Borrower or the Guarantor in care
of the Process Agent at the Process Agent's above address, and the Borrower
and the Guarantor hereby irrevocably authorize and direct the Process Agent
to accept such service on their behalf. As an alternative method of
service, the Borrower and the Guarantor also irrevocably consent to the
service of any and all process in any such action or proceeding by the
mailing of copies of such process to the Borrower or to the Guarantor, as
the case may be, at its address specified in Section 9.02. The Borrower and
the Guarantor agree that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.

               (b) Nothing in this Section shall affect the right of any
Lender or the Administrative Agent to serve legal process in any other
manner permitted by law or affect the right of any Lender or the
Administrative Agent to bring any action or proceeding against the
Borrower, the Guarantor or their respective property in the courts of other
jurisdictions.

               (c) To the extent that either the Borrower or the Guarantor
has or hereafter may acquire any immunity from jurisdiction of any court or
from any legal process (whether through service or notice, attachment prior
to judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its property, the Borrower and the Guarantor hereby
irrevocably waives such immunity in respect of its obligations under this
Agreement and the other Loan Documents to which it is or becomes a party.

               (d) Any judicial proceeding by the Borrower or the Guarantor
against the Administrative Agent or any Lender involving, directly or
indirectly, any matter in any way arising out of, related to, or connected
to any Loan Document shall be brought only in court in New York, New York,
to the extent that jurisdiction may be effected against the Administrative
Agent or such Lender in New York, New York.

          SECTION 9.13 Survival. All indemnities set forth in this
Agreement, including, without limitation, Sections 2.10(c), 7.01(b), 8.05,
9.04(b) and 9.11(b), shall survive the execution and delivery of this
Agreement and the other Loan Documents (notwithstanding any failure of the
Facility to close) and the making and the repayment of the Advances until
such time as all Obligations shall have been paid in full.

          SECTION 9.14 WAIVER OF JURY TRIAL. THE BORROWER, THE GUARANTOR,
THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR
THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

          SECTION 9.15 Limitation on Liability. The Borrower and the
Guarantor hereby waive, release and agree not to sue the Administrative
Agent or any Lender upon any claim for any


                                    56


<PAGE>


special, indirect, consequential or punitive damages suffered by the
Borrower or the Guarantor in connection with, arising out of, or in any way
related to the Loan Documents or the relationship established by the Loan
Documents, or any act, omission or event occurring in connection therewith,
unless it is determined by a judgment of a court that is binding on the
Administrative Agent or such Lender, and is final and not subject to review
on appeal, that such damages were the result of acts or omissions on the
part of the Administrative Agent or such Lender constituting gross
negligence or willful misconduct.

          SECTION 9.16 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP
consistently applied, except as otherwise stated herein.

                         [SIGNATURES ON NEXT PAGE]


                                    57


<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date
first above written.

                             PANAMCO DE VENEZUELA S.A.,
                               as Borrower

                             By: ________________________________________
                                 Name:  _________________________________
                                 Title: _________________________________

                             4(degree)Transversal de los Cortijos de Lourdes
                             Edif. Panamco Venezuela
                             Caracas, Venezuela 1071




                             PANAMERICAN BEVERAGES, INC., as Guarantor



                             By:________________________________________
                                Name:  _________________________________
                                Title: _________________________________

                             Torre Dresdner Bank
                             7th Floor, Calle 50
                             Panama City, Republic of Panama


<PAGE>


                             BANCO BILBAO VIZCAYA
                             ARGENTARIA S.A., NEW YORK
                             BRANCH,
                               as Administrative Agent

                             By:_________________________________________
                                 Name:  _________________________________
                                 Title: _________________________________

                             1345 Avenue of the Americas
                             45th Floor
                             New York, NY 10105




                             BBVA SECURITIES INC.
                               as Arranger

                             By:__________________________________________
                               Name:  ____________________________________
                               Title: ____________________________________

                             1345 Avenue of the Americas
                             45th Floor
                             New York, NY 10105



<PAGE>


                             WACHOVIA SECURITIES, INC.
                               as Arranger

                             By:__________________________________________
                               Name:  ____________________________________
                               Title: ____________________________________

                             191 Peachtree Street, NE
                             Atlanta, GA  30303




                             BANCO BILBAO VIZCAYA
                             ARGENTARIA S.A., NASSAU BRANCH
                               as Lender

                             By:__________________________________________
                               Name:  ____________________________________
                               Title: ____________________________________

                             1345 Avenue of the Americas
                             45th Floor
                             New York, NY 10105


<PAGE>


                             BANCO PROVINCIAL OVERSEAS, N.V.
                               as Lender

                             By:__________________________________________
                               Name:  ____________________________________
                               Title: ____________________________________

                             Av. Vollmer, Torre Financiera Provincial
                             Piso 24
                             San Bernardino - Caracas, Venezuela




                             WACHOVIA BANK, N.A.
                               as Lender

                             By:__________________________________________
                               Name:  ____________________________________
                               Title: ____________________________________

                             191 Peachtree Street, NE
                             Atlanta, GA  30303


<PAGE>


                                  ANNEX I

             Lending Offices, Designated Branches and Advances

<TABLE>
<CAPTION>
<S>                            <C>                        <C>                              <C>                   <C>
                                                                                          Designated         Designated
     Name of Bank           Advances                  Lending Office                       Affiliate           Branch

Banco Bilbao Vizcaya     U.S.$11,375,000          1345 Avenue of the Americas                [None]
Argentaria S.A.                                   45th Floor
Nassau Branch                                     New York, NY  10105

Banco Provincial         U.S.$8,750,000           Av. Vollmer, Torre Financiera              [None]
Overseas, N.V.                                    Provincial
                                                  Piso 24
                                                  San Bernardino - Caracas,
                                                  Venezuela

Total                    U.S.$20,125,000                                                                     [All Branches]
</TABLE>


<PAGE>


                                  ANNEX II

            Lending Offices, Designated Branches and Commitments
<TABLE>
<CAPTION>
<S>                            <C>                        <C>                              <C>                   <C>
                                                                                          Designated         Designated
    Name of Bank            Commitments               Lending Office                       Affiliate           Branch

Banco Bilbao Vizcaya     U.S.$5,000,000           1345 Avenue of the Americas                [None]
Argentaria S.A.                                   45th Floor
Nassau Branch                                     New York, NY  10105

Wachovia Bank, N.A.      U.S.$20,000,000          191 Peachtree Street, NE                   [None]
                                                  Atlanta, GA  30303
Total                    U.S.$25,000,000                                                                     [All Branches]
</TABLE>


<PAGE>


                                 ANNEX III

                            DISCLOSURE SCHEDULE


<PAGE>


                                                                  EXHIBIT A


                                    NOTE

U.S.$__________                                      Dated:  March __, 2001


     FOR VALUE RECEIVED, the undersigned, Panamco de Venezuela S.A., a
Venezuelan corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of __________________________________ (the "Lender"), on the Maturity
Date (as the term is defined in the Credit Agreement hereinafter referred
to) the principal sum of _______________________________ UNITED STATES
DOLLARS ($_________) or, if less, the aggregate unpaid principal amount of
all Advances (as defined in the Credit Agreement) shown on the schedule
attached hereto (and any continuation thereof) made by the Lender to the
Borrower pursuant to the Credit Agreement referred to below.

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

     Both principal and interest are payable in lawful money of the United
States of America to Banco Bilbao Vizcaya Argentaria S.A., New York Branch,
as Administrative Agent, in same day funds. Each Advance owing to the
Lender by the Borrower and the maturity thereof, and all payments made on
account of principal thereof, shall be recorded by the Lender and, prior to
any transfer hereof, endorsed on the grid attached hereto, which is part of
this Note.

     This promissory note is one of the Notes referred to in, and is
entitled to the benefits of, the Amended and Restated Credit Agreement
dated as of March 19, 2001 (the "Credit Agreement") among the Borrower,
Panamerican Beverages, Inc., as Guarantor, the Lender, certain other
Lenders parties thereto, Banco Bilbao Vizcaya Argentaria S.A., New York
Branch, as Administrative Agent, and BBVA Securities Inc. and Wachovia
Securities, Inc., as arrangers. The Credit Agreement, among other things,
(i) provides for the making of advances (individually, an "Advance" and
collectively, the "Advances") by the Lender to the Borrower in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first
above mentioned, the indebtedness of the Borrower resulting from each such
Advance being evidenced by this Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated
events and also for prepayments on account of principal hereof prior to the
maturity hereof upon the terms and conditions therein specified.


<PAGE>


                                                                  Exhibit A
                                                                     Page 2



                                         PANAMCO DE VENEZUELA S.A.



                                         By:
                                            _______________________________
                                             Title: _______________________
                                             Name:  _______________________


<PAGE>


                                                                  Exhibit A
                                                                     Page 3


                                  SCHEDULE

                     ADVANCES AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>
<S>                        <C>                  <C>              <C>                      <C>                 <C>
                                                                Amount of
                                             Amount of       Principal Paid or        Unpaid Principal      Notation Made
     Date               Borrower              Advance            Prepaid                  Balance                 By
</TABLE>


<PAGE>


                                                                  EXHIBIT B

                            NOTICE OF BORROWING

                                                     March __, 2001



BANCO BILBAO VIZCAYA ARGENTARIA S.A.,
  NEW YORK BRANCH
as Administrative Agent for the Lenders
parties to the Credit Agreement
referred to below

Attention: Laura Sacchi/Marco Achon/Francisco Miguens

Ladies and Gentlemen:

     The undersigned, Panamco de Venezuela S.A., a Venezuelan corporation
(the "Borrower") refers to the Amended and Restated Credit Agreement, dated
as of March 19, 2001 (the "Credit Agreement," the terms defined therein
being used herein as therein defined unless otherwise defined herein),
among the Borrower, Panamerican Beverages, Inc., as guarantor, certain
Lenders parties thereto, Banco Bilbao Vizcaya Argentaria S.A., New York
Branch, as Administrative Agent, and BBVA Securities Inc. and Wachovia
Securities, Inc., as arrangers, and hereby gives you irrevocable notice
pursuant to Section 2.02 of the Credit Agreement that the undersigned
hereby requests the Borrowing under the Credit Agreement, and in that
connection sets forth below the information relating to the Borrowing (the
"Proposed Borrowing") as required by Section 2.02(a) of the Credit
Agreement:

          (x) The Business Day of the Proposed Borrowing is March 22, 2001.

          (xi) The aggregate amount of the Proposed Borrowing is
     U.S.$25,000,000.

          (xii) The initial Interest Period shall commence on March 22,
     2001 and end on May 29, 2001.

          The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Borrowing:

          (A) the representations and warranties contained in each Loan
     Document are correct in all material respects, before and after giving
     effect to the Proposed Borrowing and to the application of the
     proceeds therefrom, as though made on and as of such date, except to
     the extent such representations and warranties relate to an earlier
     date;

          (B) no event has occurred and is continuing, or would result from
     such Proposed Borrowing or from the application of the proceeds
     therefrom, that constitutes a Default;


<PAGE>


                                                                  Exhibit B
                                                                     Page 2


          (C) the Borrower has satisfied, on or prior to the date hereof,
the conditions set forth in Article III of the Credit Agreement; and

          (D) the proceeds of the Proposed Borrowing shall be applied as
permitted by the Credit Agreement (after deducting therefrom the fees and
expenses relating to the Credit Agreement, which we hereby authorize you to
deduct from the Borrowing in order to pay such fees and expenses to the
Administrative Agent, your attorneys and advisors and the other parties
entitled thereto).

Instructions:

Bank of America, N.A.
Beneficiary: Panamco de Venezuela S.A.
Acct. number: 6550-9-51231
ABA: 026-009593
1 World Trade Center
New York, NY  10048-1191



                                         Very truly yours,

                                         PANAMCO DE VENEZUELA S.A., as Borrower



                                         By:
                                            ____________________________
                                         Name: _________________________
                                         Title: ________________________


<PAGE>


                                                                  EXHIBIT C

                     FORM OF ASSIGNMENT AND ACCEPTANCE

          Reference is made to the Amended and Restated Credit Agreement
dated as of March 19, 2001 (the "Credit Agreement") among Panamco de
Venezuela S.A., a Venezuelan corporation, as the Borrower, Panamerican
Beverages Inc., as the Guarantor, the Lenders, Banco Bilbao Vizcaya
Argentaria S.A., New York Branch ("BBVA"), as Administrative Agent, and
BBVA Securities Inc. and Wachovia Securities, Inc., as arrangers. Terms
defined in the Credit Agreement are used herein with the same meaning,
unless otherwise defined herein.

          The "Assignor" and the "Assignee" referred to on Annex 1 agree as
follows:

               1. The Assignor hereby sells and assigns to the Assignee,
          and the Assignee hereby purchases and assumes from the Assignor,
          an interest in and to the Assignor's rights and obligations under
          the Credit Agreement as of the date hereof equal to the
          percentage interest specified on Annex 1 of all outstanding
          rights and obligations under the Credit Agreement. After giving
          effect to such sale and assignment, the Assignee's and the
          Assignor's Commitments will be as set forth on Annex 1.

               2. The Assignor (i) represents and warrants that it is the
          legal and beneficial owner of the interest being assigned by it
          hereunder and that such interest is free and clear of any adverse
          claim; (ii) makes no representation or warranty and assumes no
          responsibility with respect to any statements, warranties or
          representations made in or in connection with the Loan Documents
          or the execution, legality, validity, enforceability,
          genuineness, sufficiency or value of the Loan Documents or any
          other instrument or document furnished pursuant thereto; (iii)
          makes no representation or warranty and assumes no responsibility
          with respect to the financial condition of the Borrower, the
          Guarantor or any of their respective Subsidiaries or their
          performance or observance of any of their obligations under the
          Loan Documents or any other instrument or document furnished
          pursuant thereto; and (iv) attaches the Note or Notes held by the
          Assignor and requests that the Administrative Agent exchange such
          Note or Notes for a new Note or Notes payable to the order of the
          Assignee in an amount equal to the Commitments assumed by or the
          Advances assigned to the Assignee pursuant hereto or new Notes
          payable to the order of the Assignee in an amount equal to the
          Commitments assumed by or the Advances assigned to the Assignee
          pursuant hereto and the Assignor in an amount equal to the
          Commitments or Advances retained by the Assignor under the Credit
          Agreement, respectively, as specified on Annex 1.

               3. The Assignee (i) confirms that it has received a copy of
          the Credit Agreement, together with copies of the financial
          statements referred to in Section 4.02 thereof and such other
          documents and information as it has deemed appropriate to make
          its own credit analysis and decision to enter into this
          Assignment and Acceptance; (ii) agrees that it will,
          independently and without reliance upon the Administrative Agent,
          the Assignor or any other Lender and based on such documents and
          information as it shall deem appropriate at the time, continue to
          make its own credit decisions in taking or not taking action
          under the Credit Agreement; (iii) confirms that it is an Eligible
          Assignee or


<PAGE>


                                                                  Exhibit C
                                                                     Page 3


          an Affiliate of the Assignor; (iv) appoints and authorizes the
          Administrative Agent to take such action as the Administrative
          Agent on its behalf and to exercise such powers and discretion
          under the Credit Agreement as are delegated to the Administrative
          Agent by the terms thereof, together with such powers and
          discretion as are reasonably incidental thereto; and (v) agrees
          that it will be bound by the terms of the Credit Agreement and
          that it will perform in accordance with such terms all of the
          obligations that by such terms are required to be performed buy
          it as a Lender.

               4. Following the execution of this Assignment and
          Acceptance, it will be delivered to the Administrative Agent for
          acceptance and recording by the Administrative Agent. The
          effective date for this Assignment and Acceptance (the "Effective
          Date") shall be the date of acceptance hereof by the
          Administrative Agent, unless otherwise specified on Annex 1.

               5. Upon such acceptance and recording by the Administrative
          Agent, as of the Effective Date, (i) the Assignee shall be a
          party to the Credit Agreement and, to the extent provided in this
          Assignment and Acceptance, have the rights and obligations of a
          Lender thereunder and (ii) the Assignor shall, to the extent
          provided in this Assignment and Acceptance, relinquish its rights
          and be released from its obligations under the Credit Agreement.

               6. Upon such acceptance and recording by the Administrative
          Agent, from and after the Effective Date, the Administrative
          Agent shall make all payments under the Credit Agreement and the
          Notes in respect of the interest assigned hereby (including,
          without limitation, all payments of principal, interest and
          commitment fees with respect thereto) to the Assignee. The
          Assignor and Assignee shall make all appropriate adjustments in
          payments under the Credit Agreement and the Notes for periods
          prior to the Effective Date directly between themselves.

               7. This Assignment and Acceptance shall be governed by, and
          construed in accordance with, the internal laws of the State of
          New York.

               8. This Assignment and Acceptance 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. Delivery of an executed
          counterpart of Annex 1 to this Assignment and Acceptance by
          telecopier shall be effective as delivery of a manually executed
          counterpart of this Assignment and Acceptance.

          IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Annex 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.


<PAGE>


                                                                  Exhibit C
                                                                     Page 3


                                  ANNEX 1
                                     to
                         ASSIGNMENT AND ACCEPTANCE



          Percentage interest assigned:                  ____________________

          Assignee's Commitment (after giving effect
          to assignment):                                $___________________

          Assignor's Commitment (after giving effect
          to assignment):                                $___________________

          Aggregate outstanding principal amount of
          Advances assigned:                             $___________________

          Principal amount of Note payable to Assignee
          (after giving effect to assignment):           $___________________

          Principal amount of Note payable to Assignor
          (after giving effect to assignment):           $___________________

Effective Date (if other than date of acceptance by
Administrative Agent):                                   ______________, 200_


                              [signatures on next page]


<PAGE>


                                                                  Exhibit C
                                                                     Page 4


                                     [NAME OF ASSIGNOR], as Assignor


                                     By:
                                        ------------------------------------
                                        Title:

                                     Dated: __________________________, 200_


                                     [NAME OF ASSIGNEE], as Assignee


                                     By:
                                        -----------------------------------
                                        Title:

                                     Lending Office:


<PAGE>

                                                                  Exhibit C
                                                                     Page 5


The foregoing Assignment is accepted this ____ day of ________________,
200_, and, in connection therewith, the undersigned acknowledges that the
foregoing assignment has been approved by the Borrower or that the Borrower
has been deemed to have given its approval as contemplated by Section
9.07(a) of the Credit Agreement.

BANCO BILBAO VIZCAYA ARGENTARIA S.A.,
  NEW YORK BRANCH
as Administrative Agent


By:
   -----------------------------------------
    Title:


<PAGE>


                                                                EXHIBIT D-1

               FORM OF OFFICER'S CERTIFICATE FOR THE BORROWER

          I, Sergio Robleda, Chief Financial Officer of Panamco de
Venezuela S.A., a Venezuelan corporation (the "Borrower"), DO HEREBY
CERTIFY, in connection with the occurrence of the Restatement Effective
Date under the Amended and Restated Credit Agreement dated as of March 19,
2001 (the "Credit Agreement"), the terms defined ---------------- therein
being used herein as therein defined (unless otherwise defined herein),
among the Borrower, Panamerican Beverages, Inc., as Guarantor, the Lenders
parties thereto, Banco Bilbao Vizcaya Argentaria S.A., New York Branch, as
Administrative Agent, and BBVA Securities Inc. and Wachovia Securities,
Inc., as arrangers, that:

               1. The persons set forth on Annex A who acted as
          Attorneys-In-Fact on behalf of the Borrower or acted as officers
          of the Borrower in respect of each document to be delivered by
          the Borrower in connection with each Loan Document to which the
          Borrower is a party, were duly appointed as such
          Attorneys-In-Fact on behalf of the Borrower or elected to the
          offices set forth on Annex A, as the case may be, and the
          signatures set forth on Annex A opposite their names are their
          genuine signatures.

               2. The Borrower has been duly incorporated and is validly
          existing as a corporation under the laws of Venezuela and there
          are no proceedings pending, or to the knowledge of the
          undersigned, contemplated for the dissolution or liquidation of
          the Borrower.

               3. Attached hereto as Annex B are true and correct copies of
          the Amended Articles of Incorporation and Bylaws of the Borrower
          as in effect on November 1, 1999 and at all subsequent times to
          an including the date hereof.

               4. Attached hereto as Annex C is a true and correct copy of
          resolutions duly adopted by the Board of Directors of the
          Borrower at a meeting thereof duly called and held on March 14,
          2001, approving the transactions contemplated in the Loan
          Documents to which the Borrower is a party or is to be a party,
          for purposes of authorizing the execution of the Credit Agreement
          on the Restatement Effective Date. At the meetings of Directors a
          quorum was present and acting throughout. The foregoing
          resolutions and consent have not been amended, modified,
          rescinded or revoked and are in full force and effect on the date
          hereof.

               5. With the exception of the resolutions referred to in
          paragraph 4 hereof, no other corporate action by the Borrower is
          necessary in connection with any Loan Document to which the
          Borrower is a party or in connection with the transactions
          contemplated thereby.

               6. The Borrower understands that the Administrative Agent
          and the Lenders are relying on the truth and accuracy of this
          Certificate in connection with the transactions contemplated by
          the Loan Documents, and further certifies that:


<PAGE>


                                                                Exhibit D-1
                                                                     Page 2


                    (a) On the date hereof, after giving effect to any
               Advances outstanding under the Credit Agreement (if any),
               the fair value of the properties of the Borrower and the
               Borrower and its Subsidiaries taken as a whole is greater
               than the fair value of the total amount of liabilities,
               including contingent, subordinated, absolute, fixed, matured
               or unmatured and liquidated or unliquidated liabilities, of
               the Borrower and the Borrower and its Subsidiaries taken as
               a whole, respectively.

                    (b) On the date hereof, after giving effect to any
               Advances outstanding under the Credit Agreement, the present
               fair saleable value of the assets of the Borrower and the
               Borrower and its Subsidiaries taken as a whole exceeds the
               amount that will be required to pay the probable liabilities
               of the Borrower and the Borrower and its Subsidiaries taken
               as a whole, respectively, on their debts as they become
               absolute and matured.

                    (c) The Borrower does not intend or believe that it
               will incur debts and liabilities that will be beyond its
               ability to pay as such debts or liabilities mature.

                    (d) On the date hereof, after giving effect to any
               Advances outstanding under the Credit Agreement, the
               Borrower and the Borrower and its Subsidiaries taken as a
               whole is not engaged in business or a transaction, and is
               not about to engage in business or a transaction, for which
               its property would constitute unreasonably small capital
               after giving due consideration to the prevailing practice in
               the industry in which it is engaged.

                    (e) The Borrower does not intend, in consummating the
               transaction contemplated by the Loan Documents, to hinder,
               delay or defraud either present or future creditors or any
               other Person to which the Borrower is or will become, on or
               after the date hereof, indebted.

                    (f) In reaching conclusions set forth in this
               Certificate, the Borrower has considered, among other
               things:

                         (i) the cash and other current assets of the
                    Borrower and the Borrower and its Subsidiaries taken as
                    a whole reflected in the audited December 31, 2000
                    balance sheet of Embotelladora Coca-Cola y Hit de
                    Venezuela, S.A. and its Subsidiaries;

                         (ii) all contingent liabilities of the Borrower
                    and the Borrower and its Subsidiaries taken as a whole
                    including, without limitation, claims arising out of
                    pending or, to the best knowledge of the undersigned,
                    threatened litigation against any such entity, and in
                    so doing, the Borrower has computed the amount of such
                    liabilities at the amount which, in light of all the
                    facts and circumstances existing on the date hereof,
                    represents the amount that can reasonably be expected
                    to become an actual or matured liability;


<PAGE>


                                                                Exhibit D-1
                                                                     Page 3


                         (iii) the financial forecast of the Borrower
                    through the period ending December 31, 2003;

                         (iv) all obligations and liabilities of the
                    Borrower and its Subsidiaries, whether matured or
                    unmatured, liquidated or unliquidated, disputed or
                    undisputed, secured or unsecured, subordinated,
                    absolute, fixed or contingent, including, among other
                    things, claims arising out of pending or, to the best
                    knowledge of the undersigned, threatened litigation
                    against such Persons;

                         (v) historical and anticipated sales volume of the
                    Borrower and its Subsidiaries;

                         (vi) the customary terms and trade payables of the
                    Borrower and its Subsidiaries;

                         (vii) the amount of the credit extended by and to
                    customers of the Borrower and its Subsidiaries; and

                         (viii) the level of capital customarily maintained
                    by the Borrower and other entities engaged in the same
                    or similar business as the businesses of the Borrower.

          7. (a) No more than 45 percent of the value (as defined in
section 2 (a) (41) of the Investment Company Act of 1940, as amended (the
"Act")) of the total assets of the Borrower (exclusive of Government
securities and cash items) consists of, and no more than 45 percent of the
net income of the Borrower after taxes (for the last four fiscal quarters
combined) is derived from, securities other than:

                         (i) Government securities issued or guaranteed as
                    to principal or interest by the United States, or by a
                    person controlled or supervised by and acting as an
                    instrumentality of the Government of the United States
                    pursuant to authority granted by the Congress of the
                    United States; or any certificate of deposit for any of
                    the foregoing;

                         (ii) Securities issued by employees' securities
                    companies;

                         (iii) Securities issued by majority-owned
                    subsidiaries of the Borrower (other than subsidiaries
                    relying on the exclusion from the definition of
                    investment companies in section 3 (b) (3) or section 3
                    (c) (1) of the Act) which are not investment companies;
                    and

                         (iv) Securities issued by companies:

                              (1) which are controlled primarily by the
                         Borrower;


<PAGE>


                                                                Exhibit D-1
                                                                     Page 4


                              (2) through which the Borrower engages in a
                         business other than that of investing,
                         reinvesting, owning, holding or trading in
                         securities; and

                              (3) which are not investment companies;

                    (b) The Borrower is not an investment company as
               defined in section 3 (a) (1) or section 3 (a) (2) of the Act
               and is not a special situation investment company; and

                    (c) The percentages described in paragraph (a) of this
               section are determined on an unconsolidated basis, except
               that the Borrower shall consolidate its financial statements
               with the financial statements on any wholly-owned
               subsidiaries.

          IN WITNESS WHEREOF, the undersigned has executed this officer's
certificate this __ day of March of 2001.

                                     By:
                                        ------------------------------------
                                        Name:  Sergio Robleda
                                        Title: Chief Financial Officer

          I, Rafael Villegas Ascanio, General Counsel to the Borrower, DO
HEREBY CERTIFY that Sergio Robleda has been duly elected (or appointed) and
has duly qualified as, and on this day is, the Chief Financial Officer of
the Borrower, and the signature above is his genuine signature and that the
persons set forth on Annex A who acted as Attorneys-in-Fact on behalf of
the Borrower or acted as officers of the Borrower in respect of each
document to be delivered by the Borrower in connection with each Loan
Document to which the Borrower is a party, were duly appointed as such
Attorneys-in-Fact on behalf of the Borrower or elected to the offices set
forth on Annex A, as the case may be, and the signatures set forth on Annex
A opposite their names are their genuine signatures.

          IN WITNESS WHEREOF, I have signed this certificate this __ day of
March of 2001.

                                     By:
                                        ------------------------------------
                                        Name:  Rafael Villegas Ascanio
                                        Title: General Counsel to the Borrower


<PAGE>


                                                                Exhibit D-1
                                                                     Page 5


                                  ANNEX A

                 Name                                   Signature

         Sergio Robleda                          ________________________

         Moises Morales Portilla                 ________________________

         Carlos Hernandez-Artigas                ________________________


<PAGE>


                                                                Exhibit D-1
                                                                     Page 6


                                  ANNEX B

              BORROWER'S ARTICLES OF INCORPORATION AND BYLAWS


<PAGE>


                                                                Exhibit D-1
                                                                     Page 7


                                  ANNEX C

                 BORROWER'S BOARD OF DIRECTORS RESOLUTIONS


<PAGE>


                                                                EXHIBIT D-2

              FORM OF OFFICER'S CERTIFICATE FOR THE GUARANTOR

          I, Paulo J. Sacchi, Chief Financial Officer of Panamerican
Beverages, Inc., a Panamanian corporation (the "Guarantor"), DO HEREBY
CERTIFY, in connection with the occurrence of the Restatement Effective
Date under --------- the Amended and Restated Credit Agreement dated as of
March 19, 2001 (the "Credit Agreement"), the terms defined ----------------
therein being used herein as therein defined, unless otherwise defined
herein) among Panamco de Venezuela S.A., as the Borrower, the Guarantor,
the Lenders parties thereto, Banco Bilbao Vizcaya Argentaria S.A., New York
Branch, as Administrative Agent, and BBVA Securities Inc. and Wachovia
Securities, Inc., as arrangers, that:

               1. The persons set forth on Annex A who acted as
          Attorneys-In-Fact on behalf of the Guarantor or acted as officers
          of the Guarantor in respect of each document to be delivered by
          the Guarantor in connection with each Loan Document to which the
          Guarantor is a party, were duly appointed as such
          Attorneys-In-Fact on behalf of the Guarantor or elected to the
          offices set forth on Annex A, as the case may be, and the
          signatures set forth on Annex A opposite their names are their
          genuine signatures.

               2. The Guarantor has been duly incorporated and is validly
          existing as a corporation under the laws of Panama and there are
          no proceedings pending, or to the knowledge of the undersigned,
          contemplated for the dissolution or liquidation of the Guarantor.

               3. Attached hereto as Annex B are true and correct copies of
          the Restatement of Articles of Incorporation and Amended and
          Restated Bylaws of the Guarantor as in effect on May 12, 2000 and
          at all subsequent times to an including the date hereof.

               4. Attached hereto as Annex C is a true and correct copy of
          resolutions duly adopted by the Board of Directors of the
          Guarantor at a meeting thereof duly called and held on February
          20, 2001, approving the transactions contemplated in the Loan
          Documents to which the Guarantor is a party or is to be a party,
          for purposes of authorizing the execution of the Credit Agreement
          on the Restatement Effective Date. At the meeting of Directors a
          quorum was present and acting throughout. The foregoing
          resolutions and consent have not been amended, modified,
          rescinded or revoked and are in full force and effect on the date
          hereof.

               5. With the exception of the resolutions referred to in
          paragraph 4 hereof, no other corporate action by the Guarantor is
          necessary in connection with any Loan Document to which the
          Guarantor is a party or in connection with the transactions
          contemplated thereby.

               6. The Guarantor understands that the Administrative Agent
          and the Lenders are relying on the truth and accuracy of this
          Certificate in connection with the transactions contemplated by
          the Loan Documents, and further certifies that:


<PAGE>


                                                                Exhibit D-2
                                                                     Page 2


                    (a) On the date hereof the fair value of the properties
               of each of the Guarantor and the Guarantor and its
               Subsidiaries taken as a whole is greater than the fair value
               of the total amount of liabilities, including contingent,
               subordinated, absolute, fixed, matured or unmatured and
               liquidated or unliquidated liabilities, of each of the
               Guarantor and the Guarantor and its Subsidiaries taken as a
               whole, respectively.

                    (b) On the date hereof the present fair saleable value
               of the assets of each of the Guarantor and the Guarantor and
               its Subsidiaries taken as a whole exceeds the amount that
               may be required to pay the probable liabilities of each of
               the Guarantor and the Guarantor and its Subsidiaries taken
               as a whole, respectively, on their debts as they become
               absolute and matured.

                    (c) The Guarantor does not intend or believe that it
               will incur debts and liabilities that will be beyond its
               ability to pay as such debts or liabilities mature.

                    (d) On the date hereof each of the Guarantor and the
               Guarantor and its Subsidiaries taken as a whole is not
               engaged in business or a transaction, and is not about to
               engage in business or a transaction, for which its property
               would constitute unreasonably small capital after giving due
               consideration to the prevailing practice in the industry in
               which it is engaged.

                    (e) The Guarantor does not intend, in consummating the
               transaction contemplated by the Loan Documents, to hinder,
               delay or defraud either present or future creditors or any
               other Person to which the Guarantor is or will become, on or
               after the date hereof, indebted.

                    (f) In reaching conclusions set forth in this
               Certificate, the Guarantor has considered, among other
               things:

                         (i) the cash and other current assets of the
                    Guarantor and the Guarantor and its Subsidiaries taken
                    as a whole reflected in the preliminary version of the
                    audited December 31, 2000 balance sheet of the
                    Guarantor and its Subsidiaries;

                         (ii) all contingent liabilities of the Guarantor
                    and the Guarantor and its Subsidiaries taken as a whole
                    including, without limitation, claims arising out of
                    pending or, to the best knowledge of the undersigned,
                    threatened litigation against any such entity, and in
                    so doing, the Guarantor has computed the amount of such
                    liabilities at the amount which, in light of all the
                    facts and circumstances existing on the date hereof,
                    represents the amount that can reasonably be expected
                    to become an actual or matured liability;

                         (iii) the financial forecast of the Guarantor
                    through the period ending December 31, 2003;


<PAGE>


                                                                Exhibit D-2
                                                                     Page 3


                         (iv) all obligations and liabilities of the
                    Guarantor and its Subsidiaries, whether matured or
                    unmatured, liquidated or unliquidated, disputed or
                    undisputed, secured or unsecured, subordinated,
                    absolute, fixed or contingent, including, among other
                    things, claims arising out of pending or, to the best
                    knowledge of the undersigned, threatened litigation
                    against such Persons;

                         (v) historical and anticipated sales volume of the
                    Guarantor and its Subsidiaries;

                         (vi) the customary terms and trade payables of the
                    Guarantor and its Subsidiaries;

                         (vii) the amount of the credit extended by and to
                    customers of the Guarantor and its Subsidiaries; and

                         (viii) the level of capital customarily maintained
                    by the Guarantor and other entities engaged in the same
                    or similar business as the businesses of the Guarantor.

          7. (a) No more than 45 percent of the value (as defined in
section 2 (a) (41) of the Investment Company Act of 1940, as amended (the
"Act")) of the total assets of any of the Guarantor (exclusive of
Government securities and cash items) consists of, and no more than 45
percent of the net income of any of the Guarantor after taxes (for the last
four fiscal quarters combined) is derived from, securities other than:

                         (i) Government securities issued or guaranteed as
                    to principal or interest by the United States, or by a
                    person controlled or supervised by and acting as an
                    instrumentality of the Government of the United States
                    pursuant to authority granted by the Congress of the
                    United States; or any certificate of deposit for any of
                    the foregoing;

                         (ii) Securities issued by employees' securities
                    companies;

                         (iii) Securities issued by majority-owned
                    subsidiaries of the Guarantor (other than subsidiaries
                    relying on the exclusion from the definition of
                    investment companies in section 3 (b) (3) or section 3
                    (c) (1) of the Act) which are not investment companies;
                    and

                         (iv) Securities issued by companies:

                              (1) which are controlled primarily by the
                         Guarantor;

                              (2) through which the Guarantor engages in a
                         business other than that of investing,
                         reinvesting, owning, holding or trading in
                         securities; and


<PAGE>


                                                                Exhibit D-2
                                                                     Page 4


                              (3) which are not investment companies;

                    (b) The Guarantor is not an investment company as
               defined in section 3 (a) (1) or section 3 (a) (2) of the Act
               and is not a special situation investment company; and

                    (c) The percentages described in paragraph (a) of this
               section are determined on an unconsolidated basis, except
               that the Guarantor shall consolidate its financial
               statements with the financial statements on any wholly-owned
               subsidiaries.

          IN WITNESS WHEREOF, the undersigned has executed this officer's
certificate this __ day of March of 2001.

                                     By:
                                        ------------------------------------
                                        Name:  Paulo J. Sacchi
                                        Title: Chief Financial Officer

          I, Carlos Hernandez Artigas, Secretary of the Guarantor, DO
HEREBY CERTIFY that Paulo J. Sacchi has been duly elected (or appointed)
and has duly qualified as, and on this day is, Chief Financial Officer of
the Guarantor, and the signature above is his genuine signature and that
the persons set forth on Annex A who acted as Attorneys-in-Fact on behalf
of the Guarantor or acted as officers of the Guarantor in respect of each
document to be delivered by the Guarantor in connection with each Loan
Document to which the Guarantor is a party, were duly appointed as such
Attorneys-in-Fact on behalf of the Guarantor or elected to the offices set
forth on Annex A, as the case may be, and the signatures set forth on Annex
A opposite their names are their genuine signatures.

          IN WITNESS WHEREOF, I have signed this certificate this __ day of
March of 2001.

                                     By:
                                        ------------------------------------
                                        Name:  Carlos Hernandez Artigas
                                        Title: Secretary


<PAGE>


                                                                Exhibit D-2
                                                                     Page 5


                                  ANNEX A

                    Name                                    Signature

         Paulo J. Sacchi                             ________________________

         Carlos Hernandez Artigas                    ________________________


<PAGE>


                                                                Exhibit D-2
                                                                     Page 6


                                  ANNEX B

              GUARANTOR'S ARTICLES OF INCORPORATION AND BYLAWS


<PAGE>


                                                                Exhibit D-2
                                                                     Page 7

                                  ANNEX C

                 GUARANTOR'S BOARD OF DIRECTORS RESOLUTIONS


<PAGE>


                                                                EXHIBIT E-1


                 FORM OF OPINION OF NEW YORK COUNSEL TO THE

                         BORROWER AND THE GUARANTOR



                                                             March __, 2001



Ladies and Gentlemen:

          We have acted as special New York counsel to Panamco de
Venezuela, S.A., a Venezuelan corporation (the "Borrower") and Panamerican
Beverages, Inc., a Panamanian corporation, as guarantor (the "Guarantor"),
in connection with the preparation, execution and delivery of the Credit
Agreement dated as of March 19, 2001 (the "Credit Agreement") among the
Borrower, the Guarantor, the banks and other financial institutions parties
thereto (the "Lenders"), BBVA Securities Inc., a New York corporation, and
Wachovia Securities Inc., a North Carolina corporation, as Arrangers and
Banco Bilbao Vizcaya Argentaria S.A., New York Branch, a duly authorized
branch of a banking corporation organized under the laws of the Kingdom of
Spain, as Administrative Agent, and in connection with the preparation,
execution and delivery of the Notes and certain other agreements, and other
instruments and documents related to the Credit Agreement. This opinion is
furnished to you pursuant to Section 3.01(f) of the Credit Agreement.
Capitalized terms used but not defined herein have the meanings assigned to
them in the Credit Agreement.

          In that connection, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials, and other instruments
as we have deemed necessary or advisable for the purposes of this opinion.
In rendering the opinions set forth herein, we have examined and relied on
originals or copies of (i) the Credit Agreement, (ii) the Notes, and (iii)
such other records, documents, agreements and instruments, including,
without limitation, certificates of public officials and of officers of the
Borrower, the Guarantor and their respective Subsidiaries, if any, and
Affiliates as we have deemed relevant and necessary as a basis for the
opinions set forth below (the documents in (i) through (iii) are
collectively referred to herein as the "Loan Documents").

          In rendering the opinions expressed below, we have assumed
without any independent investigation or verification of any kind, that (i)
the execution and delivery of the Loan Documents is within the corporate
power and authority of the signatories thereto (including the Borrower and
the Guarantor) and such agreements have been duly executed and delivered,
(ii) each party to the Loan Documents (including the Borrower and the
Guarantor) has full power, authority and legal right to enter into and
perform its obligations thereunder, (iii) the Loan Documents constitute the
legal, valid and binding obligations of the respective parties thereto, if
any, other than the Borrower and the Guarantor, (iv) each document
submitted to us, including any photocopy or facsimile, is genuine, accurate
and complete, and all signatures are genuine, (v) the Borrower will use the
proceeds as described in Section 2.13 and Section 4.01(k) of the Credit
Agreement and that none of such proceeds will be used directly or
indirectly to purchase or carry


<PAGE>


                                                                Exhibit E-1
                                                                     Page 2


Margin Stock, and (vi) insofar as the execution and delivery of the Credit
Agreement and the Notes is governed by laws other than the laws of the
State of New York, the Credit Agreement and the Notes have been duly
executed and delivered. We have assumed the accuracy of the opinions of
Rafael Villegas, Venezuelan counsel to the Borrower and Arias, Fabrega &
Fabrega, Panamanian counsel to the Guarantor and our opinion is subject to
the assumptions, qualifications and limitations set forth therein. We have
also assumed that insofar as any obligation under any of the Loan Documents
is to be performed outside of the United States, its performance will not
be rendered illegal or ineffective by virtue of the law of that
jurisdiction. As to any facts material to this opinion which we did not
independently establish or verify, we have relied upon statements and
representations of the Borrower and the Guarantor, as the case may be
(including those set forth in the Loan Documents), their officers and other
representatives and of public officials.

          Our opinions set forth below are subject to the qualifications
that (i) the validity, binding effect and enforceability of the Loan
Documents are subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or other laws affecting creditors'
rights generally and by general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law) and (ii) any
rights of indemnification or contribution under the Credit Agreement may be
limited by the law of the State of New York, the Federal law of the United
States of America or public policy relating thereto.

          In addition to the qualifications and limitations set forth
elsewhere herein, we express no opinion as to (i) the enforceability of the
provisions of any Loan Document providing for indemnity by the Borrower or
the Guarantor of the Administrative Agent or any Lender for any loss in
obtaining the currency due to such party under such document from a court
judgment in another currency, (ii) the enforceability of the provisions of
any Loan Document pursuant to which any party thereto agrees to make all
payments without set-off, defense or counterclaim or pursuant to which a
purchaser of a participation interest may set-off against the Borrower or
the Guarantor, (iii) as to the subject matter jurisdiction of any U.S.
Federal court over any legal action brought by one or more non-U.S. Lenders
against the Borrower or the Guarantor or as to the application of the
doctrine of forum non conveniens and (iv) as to the creation, validity or
enforceability or absence of any Lien.

          Based upon the foregoing and such other investigation as we have
deemed necessary, and subject to the qualifications contained herein, we
are of opinion that:

          1. Each of the Borrower and the Guarantor has duly executed and
delivered each of the Credit Agreement and the Notes.

          2. Delivery and performance by the Borrower of the Loan Documents
to which it is a party do not violate any New York or United States Federal
law or regulation applicable to any of the Borrowers.

          3. Delivery and performance by the Guarantor of the Loan
Documents to which it is a party do not violate any New York or United
States Federal law or regulation applicable to the Guarantor.


<PAGE>


                                                                Exhibit E-1
                                                                     Page 3


          4. No consent, approval or other authorization of any New York or
United States Federal governmental authority or regulatory agency is
required in connection with the execution, delivery or performance of the
Loan Documents by the Borrower or the Guarantor.

          5. Each of the Credit Agreement and the Notes is the legal, valid
and binding obligation of each of the Borrower and the Guarantor,
enforceable against the Borrower and the Guarantor in accordance with its
terms.

          6. Neither the execution, delivery or performance by the Borrower
and the Guarantor of the Loan Documents, nor compliance by them with the
terms and provisions thereof, will contravene any provision of any law,
statute, rule or regulation (including, without limitation, Regulations T,
U and X of the Board of Governors of the Federal Reserve System).

          7. None of the Borrower nor the Guarantor is an "investment
company" required to be registered as such under the Investment Company Act
of 1940, as amended.

          8. To the best of our knowledge, except as described in the
Disclosure Schedule (Annex III to the Credit Agreement), there are no
pending or threatened actions or proceedings against the Borrower or the
Guarantor or any of their respective Subsidiaries before any court,
arbitrator or governmental body, agency or official of the State of New
York or the United States which purport to affect the legality, validity,
binding effect or enforceability of any of the Loan Documents. To the best
of our knowledge, in the State of New York or the United States of America
no injunction or other restraining order has been issued and no hearing to
seek the issuance of any injunction or other restraining order is pending
or noticed with respect to any action, suit or proceeding seeking to enjoin
or otherwise prevent the consummation of, or to recover any damages or
obtain relief as a result of, any Loan Document or the transactions
contemplated thereby.

          9. The choice of New York law as the governing law of each of the
Credit Agreement and the Notes is a valid choice of law under Section
5-1401 of the General Obligations Law of the State of New York.

          10. The consent by each of the Borrower and the Guarantor in
Section 9.12 of the Credit Agreement, to the jurisdiction of courts sitting
in the State of New York is a valid consent to the jurisdiction of such
courts under Section 5-1402 of the General Obligations Law of the State of
New York.

          We are members of the bar of the State of New York, and we do not
express any opinion as to the laws of any jurisdiction other than (i) the
laws of the State of New York and (ii) the Federal laws of the United
States of America to the extent specifically referred to herein.

          We are furnishing this opinion to you solely for your benefit,
and this opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
Although we assume no obligation to update this opinion, copies may be
provided to the assignees and participants of the Lenders unless we notify
you to the contrary.

                                     Very truly yours,


<PAGE>


                                                                Exhibit E-1
                                                                     Page 4








To the Administrative Agent and each Lender party
to the Credit Agreement referred to herein


<PAGE>



                                                                EXHIBIT E-2

           FORM OF OPINION OF VENEZUELAN COUNSEL TO THE BORROWER

                                                             March __, 2001



To the Administrative Agent
party to the Credit Agreement
referred to below

Ladies and Gentlemen:

          This opinion is furnished to you pursuant to Section 3.01(g) of
the Amended and Restated Credit Agreement dated as of March 19, 2001 (the
"Credit Agreement"), by and among Panamco de Venezuela S.A., a Venezuelan
corporation (the "Borrower"), Panamerican Beverages, Inc., a Panamanian
corporation (the "Guarantor"), the banks and other financial institutions
parties thereto as lenders ("Lenders"), including Banco Bilbao Vizcaya
Argentaria S.A., New York Branch, as Administrative Agent and BBVA
Securities Inc. and Wachovia Securities, Inc., as arrangers. Capitalized
terms used but not otherwise defined herein are used herein as defined in
the Credit Agreement.

          I am general counsel to the Borrower. In that capacity, I have
reviewed the (i) Credit Agreement, (ii) the Notes and (iii) certain other
agreements and documents delivered by the Borrower to the Administrative
Agent pursuant to the Credit Agreement (such documents in clauses (i) -
(iii) being the "Loan Documents" and each individually a "Loan Document").

          In connection with this opinion, I have examined originals, or
copies identified to my satisfaction, of (i) the Loan Documents; (ii) the
certificate of incorporation and other organizational documents of the
Borrower as currently in effect (the "Basic Documents"); (iii) officer's
certifications of resolutions adopted by the Boards of Directors on March
14, 2001 and of non-breach of factual representations, warranties and
covenants of the Borrower under the Credit Agreement; and (iv) such other
records, documents, agreements and instruments, including, without
limitation, certificates of public officials and of officers of the
Borrower, and such questions of law, as I have deemed relevant and
necessary as a basis for the opinions set forth below.

          For the purposes of this opinion, I have assumed that each of the
Loan Documents have been duly authorized by the parties thereto other than
the Borrower; each of the Loan Documents has been duly executed and
delivered by the parties thereto in compliance with the external
formalities required for such act or contract in the place of execution;
each of the Loan Documents is legal, valid, binding and enforceable in
accordance with its terms under the laws chosen to govern the same; all
items or documents submitted to us as originals are authentic, all
signatures thereon are genuine and all items or documents submitted to us
as copies conform to the originals.


<PAGE>


                                                                Exhibit E-2
                                                                     Page 2


          I am a member of the Federal District Bar Association of Caracas,
Venezuela and, consequently, opinions expressed herein are limited to the
laws of Venezuela and I do not express any opinion herein concerning any
other law.

          Based upon and subject to the matters stated herein and upon such
investigation as I have deemed necessary, I am of the opinion that:

          1. The Borrower is a company duly organized, validly existing and
in good standing under the laws of Venezuela, and is in general authorized
to carry on any lawful business in Venezuela. The Borrower has full power
and authority and holds all requisite governmental licenses, permits and
other approvals to own or hold under lease its properties and to conduct
its business substantially as currently conducted by it, except where the
failure to hold such licenses, permits and approvals would not be
reasonably likely to have a Material Adverse Effect.

          2. The execution, delivery and performance by the Borrower of the
Loan Documents (a) are within the Borrower's corporate powers; (b) have
been duly authorized by all necessary corporate action by the Borrower; (c)
do not contravene or conflict with the Basic Documents of the Borrower; (d)
to the best of my knowledge do not contravene, conflict with, constitute a
default or create a right of termination or acceleration under any material
contract or any judgment, order or injunction of a Venezuelan court binding
upon the Borrower or its assets or properties; (e) do not contravene or
conflict with the laws of Venezuela binding upon the Borrower or its assets
or require any action by or filing with any governmental or public body or
authority; and (f) to the best of my knowledge, will not result in or
require the creation or imposition of any Lien on any of the respective
assets or properties of the Borrower.

          3. Each Loan Document to which the Borrower is a party is the
legal, valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms.

          4. The Borrower is subject to civil and commercial law. The
execution, delivery and performance of the Loan Documents by the Borrower
and the transaction contemplated thereby constitute private and commercial
acts, rather than governmental or public acts. Neither the Borrower nor any
of its respective assets have, under the laws of Venezuela, any right of
immunity from jurisdiction of any court, suit, execution upon a judgment,
set-off or any other legal process (whether through service of process or
notice or otherwise) with respect to the Borrower's obligations under the
Loan Documents.

          5. No approvals are required in order to permit the Borrower to
execute, deliver or perform the Loan Documents, nor to permit the same to
be enforced in accordance with their respective terms.

          6. The Basic Documents of the Borrower have been duly adopted by
all necessary corporate and shareholder action, and have been duly executed
in accordance with the requirements of the laws of Venezuela.


<PAGE>


                                                                Exhibit E-2
                                                                     Page 3


          7. To the best of my knowledge, in Venezuela there are no pending
or threatened actions or proceedings against the Borrower or any of its
Subsidiaries before any court, arbitrator or governmental body, agency or
official which purport to affect the legality, validity, binding effect or
enforceability of any of the Loan Documents, which if adversely determined
would reasonably be expected to have a Material Adverse Effect. To the best
of my knowledge, in Venezuela no injunction or other restraining order has
been issued and no hearing to seek the issuance of an injunction or other
restraining order is pending or noticed with respect to any action, suit or
proceeding seeking to enjoin or otherwise prevent the consummation of, or,
except as so disclosed, to recover any damages or obtain relief under any
Loan Document or the transactions contemplated thereby.

          8. The choice of law provisions set forth in the Loan Documents
are legal, valid and binding under the laws of Venezuela and will be
respected by Venezuelan courts except to the extent that any provision of
New York law violates the public policy of Venezuela. The Borrower has the
legal capacity to sue and be sued in its own name under the laws of
Venezuela. The irrevocable submission of the Borrower to the non-exclusive
jurisdiction of the New York courts and the waiver by the Borrower of any
objection to the venue of a proceeding in such courts are legal, valid and
binding under the laws of Venezuela and will be respected by Venezuelan
courts; and service of process effected in the manner set forth in the Loan
Documents, assuming such service is valid under New York law, will be
effective, to the extent the same is not contrary to the public policy of
Venezuela.

          9. Without prejudice to the provision contained in Article 1305
of the Venezuelan Civil Code, to the best of my knowledge, the obligations
of the Borrower under the Loan Documents rank at least pari passu in
priority of payment with all other indebtedness of the Borrower.

          10. It is not necessary under the laws of Venezuela (i) in order
to enable the Administrative Agent or any Lender to enforce its rights
against the Borrower under the Loan Documents or (ii) by reason of
execution of any of the Loan Documents or the performance by the Borrower
or any party thereto of its obligations thereunder, that any of them should
be licensed, qualified or otherwise entitled to conduct business in
Venezuela.

          11. Neither the Administrative Agent nor the Lenders (as long as
they are not corporation formed under the laws of the Republic of
Venezuela) will be deemed to be resident, domiciled, carrying on business
or subject to or liable for any taxes, levies, imposts, duties, charges,
fees, deductions or withholdings of or within Venezuela by reason only of
the negotiation, preparation, execution, enforcement of, and/or receipt of
any payment under the Loan Documents, other than the 4.95% withholding tax
on interest paid to non-domiciled banks, established by the First Paragraph
of Article 52 of the Venezuelan Income Tax Law, published in the Official
Gazette of the Republic of Venezuela N(degree) 5390, dated October 22,
1999. This withholding tax only applies when the loan proceeds are utilized
for Venezuelan activities, which I understand is the object of the Loan
Documents. However, the Borrower can agree to absorb taxes by means of a
gross-up provision, but such agreements have no validity to defend the
position of the taxpayer in case of a claim by the Venezuelan Tax
Administration. The gross-up provisions will not modify the Lenders
condition as legal taxpayers under Venezuelan law,


<PAGE>


                                                                Exhibit E-2
                                                                     Page 4


therefore, if the Borrower does not pay the taxes in the name of the
Lenders, the Lenders will still be responsible for its payment.

          12. To ensure the legality, validity, enforceability or
admissibility in evidence of the Loan Documents it is not necessary that
any Loan Document, or any other document, be filed, registered or recorded
with any court or other authority in Venezuela or that any registration
charges or similar tax be paid on or in respect thereto. However, if the
enforcement of the Credit Agreement is sought before Venezuelan courts,
fees related to the judicial process would be required.

          13. The Loan Documents are in proper legal form under the laws of
Venezuela for the enforcement thereof against the Borrower in a Venezuelan
court.

          14. Under the laws of Venezuela in effect as of the date hereof,
to ensure the enforceability or admissibility in evidence of the Loan
Documents in Venezuela, it is necessary to have a translation of the Loan
Documents into Spanish, but pursuant to the Hague Convention to lift the
requirement of legalizing foreign public documents of October 5, 1961,
published in the Official Gazette of the Republic of Venezuela N(degree)
36.446, dated May 5, 1998, to which Venezuela is a contracting party, it is
not necessary that the Loan Documents are certified by a notary or consul
General of Venezuela.

          15. Under the laws of Venezuela in effect as of the date hereof
there are no requirements for the Lenders to obtain (i) business licenses
or (ii) a permit issued by the Central Bank of Venezuela authorizing the
Lenders to make the Advances under the Loan Documents.

          I am aware that Cravath, Swaine & Moore will rely upon the
contents of the present letter of opinion in its opinion to you. This
opinion is, however, furnished to you solely in connection with the
transactions described above and may not be relied upon by anyone other
than you and your counsel and your assignees and participants and their
counsel, and only in connection with such transactions.

                                     Very truly yours,



                                     Rafael Villegas Ascanio
                                     General Counsel to the Borrower


<PAGE>


                                                                EXHIBIT E-3

           FORM OF OPINION OF PANAMANIAN COUNSEL TO THE GUARANTOR



                                                             March __, 2001



To the Administrative Agent
party to the Credit Agreement
referred to below

Ladies and Gentlemen:

          We have acted as special Panamanian counsel to Panamerican
Beverages, Inc., a Panamanian corporation, as guarantor (the "Guarantor"),
in connection with the preparation, execution and delivery of the Credit
Agreement dated as of March 19, 2001 (the "Credit Agreement") among Panamco
de Venezuela, S.A. (the "Borrower"), the Guarantor, the banks and other
financial institutions parties thereto (the "Lenders"), BBVA Securities
Inc. and Wachovia Securities, Inc., as Arrangers and Banco Bilbao Vizcaya
Argentaria S.A., New York Branch, as Administrative Agent, including the
Guaranty (the "Guaranty") set forth in Article VII of the Credit Agreement,
and in connection with the preparation, execution and delivery of the Notes
and certain other agreements, and other instruments and documents related
to the Credit Agreement. This opinion is furnished to you pursuant to
Section 3.01 (h) of the Credit Agreement. The Credit Agreement, the Notes
and certain other agreements and documents delivered by the Guarantor to
the Administrative Agent pursuant to the Credit Agreement are referred
hereto as the "Loan Documents" and each individually as a "Loan Document".
Capitalized terms used but not defined herein have the same meanings
assigned to them in the Credit Agreement.

          In that connection, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Loan
Documents, (ii) the articles of incorporation and other organizational
documents of the Guarantor as currently in effect (the "Organizational
Documents"), (iii) officer's certifications of the Borrower and Guarantor
delivered pursuant to Section 3.01 of the Credit Agreement and (iv) such
other records, documents, agreements and instruments, including, without
limitation, certificates of public officials and of officers of the
Borrower, the Guarantor and their respective Subsidiaries, in any, and
Affiliates, as we have deemed relevant and necessary as a basis for the
opinions set forth below.

          In rendering the opinions expressed below, we have assumed
without any independent investigation or verification of any kind, that (i)
each party to the Loan Documents (other than the Guarantor) has full power,
authority and legal right to enter into and perform its obligations under
the Loan Documents, (ii) the execution and delivery of the Loan Documents
have been duly authorized by each of the parties thereto (other than the
Guarantor), (iii) each of the Loan Documents has been duly executed and
delivered by the parties thereto in compliance with the


<PAGE>


                                                                Exhibit E-3
                                                                     Page 2


external formalities required for such act or contract in the place of
execution, (iv) each of the Loan Documents is legal, valid, binding and
enforceable in accordance with its terms under the laws chosen to govern
the same, (v) all documents submitted to us as originals are authentic, all
signatures thereon are genuine and all documents submitted to us as copies
conform to the originals and (vi) none of the proceeds from the Loan
Documents will be used in a business or transaction within the Republic of
Panama.

          As to any facts material to this opinion which we did not
independently establish or verify, we have relied upon statements and
representations of the Borrower and the Guarantor, as the case may be
(including those set forth in the Loan Documents), their officers and other
representatives and of public officials.

          Based upon the foregoing and subject to the qualifications
contained hereinbelow, we are of the opinion that:

          1. The Guarantor is a corporation ("sociedad anonima") duly
organized, validly existing and in good standing under the laws of the
Republic of Panama, and is in general authorized to carry on any lawful
business in the Republic of Panama or in foreign countries. The Guarantor
has full power and authority and, insofar as we know without any
independent investigation or verification, holds all requisite governmental
licenses, permits and other approvals to own or hold under lease its
properties and to conduct its business substantially as currently conducted
by it, except where the failure to hold such licenses, permits and
approvals would not be reasonably likely to have a Material Adverse Effect.

          2. The execution, delivery and performance by the Guarantor of
the Loan Documents to which it is a party (a) are within the Guarantor's
corporate powers, (b) have been duly authorized by all necessary corporate
action by the Guarantor, (c) do not contravene or conflict with the
Organizational Documents of the Guarantor and (d) to the best of our
knowledge do not contravene, conflict with, constitute a default or create
a right of termination or acceleration under any material contract or any
judgment, order or injunction of a Panamanian court binding upon the
Guarantor or its assets or properties, (e) do not contravene or conflict
with the laws of the Republic of Panama binding upon the Guarantor or its
assets or require any action by or filing with any governmental or public
body or authority and (f) to the best of our knowledge, will not result in
or require the creation or imposition of any Lien on any of the respective
assets or properties of the Guarantor, other than as contemplated by the
Loan Documents.

          3. Each Loan Document to which the Guarantor is a party is the
legal, valid and binding obligation of the Guarantor, enforceable against
the Guarantor in accordance with its terms.

          4. No other governmental approvals in the Republic of Panama are
required in order to permit the Guarantor to execute, deliver or perform
its obligations under the Loan Documents to which it is a party, nor to
permit the same to be enforced in accordance with their respective terms.


<PAGE>


                                                                Exhibit E-3
                                                                     Page 3


          5. The Organizational Documents of the Guarantor have been duly
adopted by all necessary corporate action, and have been duly executed in
accordance with the requirements of the laws of the Republic of Panama.

          6. To the best of our knowledge, except as described in the
Disclosure Schedule (Annex III to the Credit Agreement), there are no
pending or threatened actions or proceedings against the Guarantor before
any court or governmental body, agency or official of the Republic of
Panama which purport to affect the legality, validity, binding effect or
enforceability of any of the Loan Documents, which if adversely determined
would reasonably be expected to have a Material Adverse Effect. To the best
of our knowledge, in the Republic of Panama no injunction or other
restraining order has been issued and no hearing to seek the issuance of an
injunction or other restraining order is pending or noticed with respect to
any action, suit or proceeding seeking to enjoin or otherwise prevent the
consummation of, or, except as so disclosed, to recover any damages or
obtain relief under any Loan Document or the transactions contemplated
thereby.

          7. In any proceeding taken in the Republic of Panama in relation
to any Loan Document which expressly provides that it is governed by the
laws of another jurisdiction, such choice of law should be upheld by the
Panamanian court as a valid choice of law and a final judgment rendered
against the Guarantor before any such Panamanian court would be enforceable
against the Guarantor in the Republic of Panama. To the extent that,
notwithstanding the express provisions in any Loan Document that it is to
be governed by the laws of another jurisdiction, a Panamanian court or a
foreign court would deem applicable the laws of the Republic of Panama to
the obligations of the Guarantor thereunder, under the laws of the Republic
of Panama, such obligations would be legal, valid, binding and enforceable.

          8. Subject to the issuance of a writ of exequatur by the Supreme
Court of the Republic of Panama, any final money judgment entered against
the Guarantor arising out of any Loan Document in a foreign court would be
recognized, conclusive and enforceable in the courts of the Republic of
Panama without re-trial or reconsideration of the merits of the case,
provided that (a) such foreign court grants reciprocity to the enforcement
of judgments of courts of the Republic of Panama, (b) the party against
whom the judgment was rendered, or its agent, was personally (not by mail)
served in such action within such foreign jurisdiction, (c) the judgment
arises out of a personal action against the defendant, (d) the obligation
in respect of which the judgment was rendered is legal in the Republic of
Panama and does not contradict the public policy of the Republic of Panama,
(e) the judgment is properly authenticated by diplomatic or consular
officers of the Republic of Panama or pursuant to the 1961 Hague Convention
on the legalization of documents and (f) a copy of the final judgment is
translated into Spanish.

          9. In any proceeding taken in a court of the Republic of Panama
to enforce a judgment obtained in a foreign court in respect of any Loan
Document, the waiver of immunities and the submission to the jurisdiction
of the foreign court contained therein should be held valid, binding and
enforceable and irrevocable commitments and renunciations of the Guarantor,
and the appointment of the Process Agent also contained in such Loan
Document should be held a valid and binding commitment of the Guarantor.


<PAGE>


                                                                Exhibit E-3
                                                                     Page 4


          10. In any proceeding taken in a court of the Republic of Panama
in relation to any Loan Document, the Guarantor will not be entitled to
claim for itself or any of its properties (whether real or personal)
situated within the Republic of Panama any immunity from jurisdiction of
such court or from legal process in the Republic of Panama (whether through
service, notice, attachment prior to judgment, attachment in aid of
execution or otherwise).

          11. Any final judgment obtained before a court in the Republic of
Panama should be denominated in Dollars, as the currency in which the
obligations of the Guarantor under the Loan Documents are payable; however,
even if the judgment were stated in Balboas, the Panamanian currency, the
Dollar and the Balboa are at parity, the Dollar is legal tender and there
are no exchange controls in the Republic of Panama.

          12. The Guarantor is not required under the laws of the Republic
of Panama to make any deduction or withholding on account of any Taxes from
any payment it may make under any Loan Document.

          13. The domicile of the Guarantor is the Republic of Panama as it
is set forth in the Articles of Incorporation of the Guarantor. The
Guarantor will be considered subject to income and related taxes in the
Republic of Panama only to the extent that it derives income from sources
within the territory of the Republic of Panama.

          14. To ensure the legality, validity, enforceability or
admissibility in evidence of the Loan Documents it is not necessary that
any Loan Document, or any other document, be filed, registered or recorded
with any court or other authority in the Republic of Panama or that any
registration charges or similar tax be paid on or in respect thereto.

          15. Each of the Loan Documents is in proper legal form under the
laws of the Republic of Panama for the enforcement thereof against the
Guarantor in the courts of the Republic of Panama.

          16. It is not necessary under the laws of the Republic of Panama
(i) in order to enable the Administrative Agent or the Lenders to enforce
their respective rights under the Loan Documents or (ii) by reason only of
the execution, delivery or performance of the Loan Documents, that any of
them be licensed, qualified or entitled to carry on business in the
Republic of Panama.

          17. Neither the Administrative Agent nor the Lenders will be
deemed to be resident, domiciled, carrying on business or subject to
taxation in the Republic of Panama by reason only of the execution,
delivery, performance or enforcement of any of the Loan Documents.

          The opinions set forth above are subject to the following
qualification:

          (A) With regard to opinion 3 and 6 above, the validity, binding
effect and enforceability of the Loan Documents are subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or
other similar laws affecting creditors' rights generally.


<PAGE>


                                                                Exhibit E-3
                                                                     Page 5


          (B) With regard to opinions 2(d) and 7 above, to the extent that,
notwithstanding the choice of law provisions contained in the Loan
Documents, the laws of the Republic of Panama were deemed applicable to the
Loan Documents, we express no opinion as to the legality, validity, binding
effect or enforceability of (i) the provisions of any Loan Documents
pursuant to which the obligations of the Guarantor are purported not to be
affected by causes of illegality, invalidity or unenforceability of the
obligations of the Borrower under the Loan Documents, (ii) the provisions
of any Loan Documents pursuant to which the obligations of the Guarantor
are purported not to be affected by modifications or changes of the
Guaranteed Obligations of such a nature that would be considered to novate
and extinguish the original Guaranteed Obligations, (iii) the provisions of
any Loan Documents pursuant to which the obligations of the Guarantor are
purported not to be affected by any change of law or any action of a
Governmental Authority amending, varying, reducing or otherwise affecting
any obligation of the Borrower or by any other circumstances that might
otherwise constitute a legal discharge or defense of a guarantor, (iv) the
provisions of any Loan Documents pursuant to which any party thereto agrees
to make all payments without set-off, defense or counterclaim or pursuant
to which a purchaser of a participation interest may set-off against the
Borrower or the Guarantor, (v) the provisions of any Loan Documents
pursuant to which any party thereto agrees to prevent the operation of the
statute of limitations, (vi) the provisions of any Loan Documents which
provides for indemnity for any loss in obtaining the currency due to the
Lenders or the Administrative Agent under any Loan Document from a court
judgement in a currency other than Dollars, (vii) the provisions of any
Loan Documents pursuant to which any party thereto agrees to the service of
any and all process in any action or proceeding brought before the courts
of the Republic of Panama by the mailing of the copies of such process to
such party and (viii) the trust purported to be created pursuant to section
7.12 of the Credit Agreement.

          (C) With regard to opinion 6 above, we have limited our search to
a review, as diligent as circumstances have permitted of the dockets or
records of the civil courts of the Municipal District of Panama for the
Judicial Circuit of Panama and to the Third Chamber of the Supreme Court of
the Republic of Panama in respect of actions filed within the past twelve
months from the date hereof against the Guarantor seeking an award for
monetary damages in excess of U.S.$10,000,000.

          (D) With regard to opinion 14 above, stamp taxes at the rate of
U.S.$0.10 per U.S.$100.00 or fraction of face value of the Loan Document
would be payable if and when such Loan Document were used in evidence
before a court or administrative authority of the Republic of Panama,
although the admissibility of such Loan Document in evidence in the
Republic of Panama would not be conditioned upon prior payment of the said
stamp tax.

          (E) With regard to opinion 15 above, Loan Documents executed
outside of the Republic of Panama need to be authenticated by a Panamanian
consul or pursuant to the 1961 Hague Convention on the legalization of
documents, and translated into Spanish, if the documents are in a language
other than Spanish.

          We are licensed to practice law in the Republic of Panama and we
do not purport to be experts on, or to express any opinion herein
concerning, any laws other than the laws of Panama as in effect on the date
hereof.


<PAGE>


                                                                Exhibit E-3
                                                                     Page 6


          We are aware that Cravath, Swaine & Moore will rely upon the
contents of the present letter of opinion in its opinion to you. This
opinion is, however, furnished to you solely in connection with the
transactions described above and may not be relied upon by anyone other
than you and your counsel and your assignees and participants and their
counsel, and only in connection with such transactions.


                                     Very truly yours,
                                     ARIAS, FABREGA & FABREGA


<PAGE>


                                                                  EXHIBIT F



                                                   March __, 2001



To the Administrative Agent and
the Lenders party to the Credit
Agreement referred to below

Ladies and Gentlemen:

          Reference is made to Section 9.12(a) of the Amended and Restated
Credit Agreement dated as of March 19, 2001 (the "Credit Agreement"; terms
used herein, unless otherwise defined, are used as defined in the Credit
Agreement) among Panamco de Venezuela S.A., a Venezuelan corporation ( the
"Borrower"), Panamerican Beverages, Inc. (the "Guarantor"), the Lenders
parties thereto, Banco Bilbao Vizcaya Argentaria S.A., New York Branch, as
Administrative Agent and BBVA Securities Inc. and Wachovia Securities,
Inc., as arrangers.

          The Borrower and the Guarantor, pursuant to Section 9.12(a) of
the Credit Agreement, have irrevocably designated, appointed and empowered
CT Corporation System as their designee, appointee and agent (the "Process
Agent") to receive, accept and acknowledge for and on their behalf, and in
respect of their property, service of any and all legal process, summons,
notices and documents which may be served in any actions or proceedings in
any New York or federal court sitting in New York City in connection with
such Loan Documents.

          The undersigned hereby informs you that it irrevocably accepts
such appointment as designee, appointee and agent and agrees that it (i)
shall maintain an office in the City of New York and shall inform the
Administrative Agent promptly in writing of any change of its address in
the City of New York (such address presently being 111 Eight Avenue, 13th
Floor, New York, New York 10011), (ii) shall perform its obligations as
such designee, appointee and agent in accordance with the applicable
provisions of the Loan Documents, (iii) shall forward promptly, by courier,
to the Borrower and the Guarantor, at their respective address set forth in
the attachment hereto, a copy of any legal process, summons, notice or
document received by Process Agent in its capacity as designee, appointee
and agent of the Borrower and the Guarantor, and (iv) shall not terminate
its agency before the earlier of (A) all Obligations due under the Loan
Documents having been paid in cash and all Commitments under the Credit
Agreement having expired or terminated or (B) July 16, 2004.


<PAGE>


                                                                  Exhibit F
                                                                     Page 2

          By its acceptance hereof, the Process Agent and its successors
agree to discharge the above-mentioned obligations and will not refuse
fulfillment of such obligations under the Loan Documents and under this
letter agreement.

                                     Very truly yours,

                                     CT CORPORATION SYSTEM

                                     By:
                                        -----------------------------------
                                        Name:    __________________________
                                        Title:   __________________________


<PAGE>


                                 ATTACHMENT

          PANAMCO DE VENEZUELA S.A.
          4(degree) Transversal de los Cortijos de Lourdes
          Edif. Panamco Venezuela

          Caracas, Venezuela 1071

          Attention: Chief Financial Officer

          PANAMERICAN BEVERAGES, INC.
          Torre Dresdner Bank
          7th Floor, Calle 50
          Panama, Republic of Panama

          Attention:  Carlos Hernandez Artigas


<PAGE>