GUARANTEED PROMISSORY NOTE



U.S. $25,000,000                                            February 22, 2001


     FOR VALUE RECEIVED as a loan, the undersigned PANAMCO DE VENEZUELA
S.A., a corporation duly constituted and domiciled in Venezuela (the
"Borrower"), unconditionally promises to pay to the order of THE CHASE
MANHATTAN BANK (the "Bank"), at its principal office, 270 Park Avenue, New
York, New York 10017 (the "Principal Office"), the principal sum of TWENTY
FIVE MILLION UNITED STATES DOLLARS (U.S. $25,000,000) on the Maturity Date
(as defined below).

     The Borrower promises to pay interest on the unpaid balance of the
Loan (as defined below) from and including the date of such Loan to but
excluding the date such Loan is due at a rate per annum for such period
equal to the Eurodollar Rate (as defined below) for each Interest Period
(as defined below) for such Loan during such period plus the Margin (as
defined below), subject to the provisions of Section 3(c) hereof. Accrued
interest shall be payable on each Interest Payment Date, provided that
interest payable at the Default Rate (as defined below) pursuant to Section
3(c) hereof shall be payable upon demand.

     All payments hereunder shall be made in U.S. Dollars and in
immediately available funds, without deduction, set-off or counterclaim.
The Bank shall maintain on its books records setting forth the amounts of
principal, interest and other sums paid or payable by the Borrower from
time to time hereunder. In the event of any dispute, action or proceeding
relating to this Note, such records shall be conclusive in the absence of
manifest error.

     1. Certain Definitions. As used herein, the following terms shall have
the corresponding meanings.

     (a) "Banking Day" means any day on which commercial banks are not
authorized or required to close in New York City, Caracas and Panama City
and which is also a day on which dealings in U.S. Dollar deposits are
carried out in the London interbank market.

     (b) "Closing Date" means the date hereof.

     (c) "Commitment" means U.S. $25,000,000.

     (d) "Default Rate" means, in respect of any amount not paid when due,
a rate per annum during the period commencing on the due date until such
amount is paid in full equal to a fixed rate of 2.00% above the rate of
interest applicable to principal hereof (including the Margin) at the time
of default until the end of the then current Interest Period and,
thereafter, a floating rate 2% above the Variable Rate.

     (e) "Drawdown Date" means the date on which the Bank makes the Loan to
the Borrower, such date to occur on or prior to February 28, 2001.


<PAGE>


     (f) "Eurodollar Base Rate" means, with respect to any Interest Period
for the Loan, the rate per annum (rounded upwards, if necessary, to the
nearest 1/16 of 1%) quoted by the principal office of the Bank in London at
approximately 11:00 a.m. London time (or as soon thereafter as practicable)
two Banking Days prior to the date which is the first date of such Interest
Period for the offering by the Bank to leading banks in the London
interbank market of U.S. Dollar deposits having a term comparable to the
Loan and in an amount comparable to the principal amount of the Loan.

     (g) "Eurodollar Rate" means the Eurodollar Base Rate divided by 1
minus the Reserve Requirement.

     (h) "Event of Default" shall have the meaning set forth in Section 10
hereof.

     (i) "Federal Funds Rate" means, with respect to the Loan when accruing
interest at the Variable Rate (i) for the first day of the Loan is to
accrue interest at the Variable Rate, the rate per annum at which U.S.
Dollar deposits with an overnight maturity and in a comparable principal
amount to the Loan are offered by the Bank in the Federal funds market at
approximately the time the Loan is to commence accrual of interest at the
Variable Rate on such day, and (ii) for each day thereafter that the Loan
is outstanding and accruing interest at the Variable Rate, the rate per
annum at which U.S. Dollar deposits with an overnight maturity and in a
comparable principle amount to the Loan are offered by the Bank in the
Federal funds market at approximately the time the Borrower notifies the
Bank pursuant to Section 5(c) hereof of its election to continue the Loan
accruing interest at the Variable Rate; provided that if the Borrower fails
to notify the Bank pursuant to Section 5(c) of its election to continue or
repay the Loan, the rate per annum determined by the Bank to be its cost of
funding such Loan for such day; and (b) any other amount hereunder which
bears interest at the Variable Rate, the rate per annum at which U.S.
Dollar deposits with an overnight maturity and in a comparable amount are
offered by the Bank in the Federal funds market at approximately 2:00 p.m.
New York City time.

     (j) "Guaranty" means the Guaranty dated the Closing Date issued by the
Guarantor in favor of the Bank and/or any of its subsidiaries or
affiliates, as amended from time to time.

     (k) "Guarantor" means Panamerican Beverages Inc., a company duly
constituted and domiciled in Panama.

     (l) "Indebtedness" means, with respect to any Person, any amount
payable by such Person pursuant to an agreement or instrument involving or
evidencing money borrowed or received, the advance of credit, a conditional
sale or a transfer with recourse or with an obligation to repurchase,
pursuant to a lease with substantially the same economic effect as any such
agreement or instrument, or any such agreement, instrument or arrangement
secured by any lien or other encumbrance upon any property owned by such
Person, even though such Person has not assumed or become liable for the
payment of any money under such agreement, instrument or arrangement, to
which such Person is a party as debtor, borrower or guarantor.


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     (m) "Interest Payment Date" for the Loan means (i) the Maturity Date
of the Loan, (ii) the date of each three month interval after the first day
of the Loan and (iii) the date of any prepayment or repayment of principal
of the Loan.

     (n) "Interest Period" for the Loan means the period commencing on the
date of the Loan and ending on the numerically corresponding day in each
three month period thereafter; provided, however, that: (A) any Interest
Period which would otherwise end on a day which is not a Banking Day shall
be extended to the next succeeding Banking Day unless such Banking Day
falls in another calendar month, in which case such Interest Period shall
end on the next preceding Banking Day, (B) any Interest Period which begins
on the last Banking Day of a calendar month (or on a day for which there is
no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Banking Day of the last calendar
month of such Interest Period; and (C) if any Interest Period includes a
date on which a payment of principal of the Loan is required to be made but
does not end on such date, then (x) the principal amount of the Loan
required to be paid on such date shall have an Interest Period ending on
such date and (y) the remainder (if any) of the Loan shall have an Interest
Period determined as set forth above.

     (o) "Loan" shall have the meaning set forth in Section 2.

     (p) "Margin" shall mean 1.75% per annum.

     (q) "Maturity Date" means February 21, 2001.

     (r) "Note" means this Promissory Note.

     (s) "Person" means any corporation, natural person, firm, joint
venture, partnership, trust, unincorporated organization or government, or
any political subdivision, department or agency of any government.

     (t) "Prime Rate" means the rate of interest per annum publicly
announced from time to time by the Bank as its prime rate in effect at its
principal office in New York City; any change in the Prime Rate shall be
effective from and including the date such change is publicly announced as
being effective.

     (u) "Regulatory Change" means any change after the date hereof in
United States federal, state or foreign laws or regulations (including
Regulation D (as defined in the definition of Reserve Requirement)) or the
adoption or making after such date of any interpretations, directives or
requests applying to a class of banks including the Bank of or under any
United States federal or state, or any foreign, laws or regulations
(whether or not having the force of law) by any court or governmental or
monetary authority charged with the interpretation or administration
thereof.

     (v) "Reserve Requirement" means, with respect to any Interest Period,
the average maximum rate at which reserves (including any marginal,
supplemental or emergency reserves) are required to be maintained during
the Interest Period under Regulation D of the Board of Governors of the
Federal Reserve System as amended or supplemented from time to time


                                     3


<PAGE>


("Regulation D") by member banks of the Federal Reserve System in New York
City with deposits exceeding one billion U.S. Dollars against "Eurocurrency
Liabilities" (as such term is used in Regulation D). Without limiting the
effect of the foregoing, the Reserve Requirement shall reflect any other
reserves required to be maintained by such member banks by reason of any
Regulatory Change against (i) any category of liabilities which includes
deposits by reference to which the Eurodollar Rate is to be determined or
(ii) any category of extensions of credit or other assets which includes
the Loan evidenced by this Note.

     (w) "Subsidiary" means, with respect to the Borrower, at any time, any
entity of which more than fifty percent (50%) of the outstanding voting
stock or other equity interest entitled ordinarily to vote in the election
of the directors or other governing body (however designated) of such
entity is at the time beneficially owned or controlled directly or
indirectly by the Borrower.

     (x) "Variable Rate" means, for any day, the higher of (i) Federal
Funds Rate for such day plus 1/2 of 1% and (ii) the Prime Rate.

     (y) "Venezuela" means The Republic of Venezuela.

     (z) "Syndicated Facility" means the U.S.$265,000,000 Amended and
Restated Credit Agreement entered into by the Guarantor on November 21,
2000.

     2. The Loan.


     (a) The Bank agrees, on the terms and conditions of this Note, to make
one loan (the "Loan") to the Borrower on the Drawdown Date in an aggregate
principal amount up to but not exceeding the aggregate amount of the
Commitment.

     (b) The Borrower may borrow the Loan by giving the Bank notice by
12:00 noon, New York City time, at least three Banking Days prior to the
date of such borrowing.

     (c) Amounts that are prepaid may not be reborrowed.

     3. Payments; Prepayments; Fees.

     (a) Place and Time of Payment. All payments of principal of and
interest on this Note and all other amounts payable hereunder shall be made
by deposit to account no. 544748148 of the Bank at the Principal Office not
later than 12:00 p.m. (New York time) on the dates due, or to such other
account as the Bank may designate in writing to the Borrower.

     (b) Payments to be on Banking Days. Whenever any payment hereunder
shall be stated to be due on a day other than a Banking Day, such payment
shall be made on the next succeeding Banking Day (unless such next
succeeding Banking Day would fall in the succeeding calendar month, in
which case such payment shall be made on the next preceding Banking Day),
and any such extension or reduction of time shall in such case be reflected
in the computation of payment of interest.


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<PAGE>


     (c) Interest on Overdue Principal and Other Amounts. In the event that
any principal hereof, any interest hereon or any other amount payable by
the Borrower hereunder is not paid when due (by reason of demand or
otherwise) in accordance with the terms of this Note, the Borrower will
pay, to the extent permitted by applicable law, interest on such past-due
amount from the date such amount becomes due until the date the same is
paid in full, at a rate per annum equal to the Default Rate in effect from
time to time.

     (d) Voluntary Prepayments. The Borrower may, upon five Banking Days'
notice to the Bank, prepay this Note on any Banking Day; provided, however,
that (x) the minimum amount of any such prepayment shall be $1,000,000.00
or any larger multiple thereof and (y) such prepayment is made together
with accrued interest and any break-funding amounts due pursuant to Section
5(b).

     4. Interest. All computations of interest hereon shall be made on the
basis of a year of 360 days for the actual number of days (including the
first day but excluding the last day) occurring in the period for which
interest is payable.

     5. Additional Costs, Etc.; Illegality

     (a) If as a result of any Regulatory Change, the Bank determines that
the cost to the Bank of making or maintaining the Loan is increased, or any
amount received or receivable by the Bank hereunder is reduced, or the Bank
is required to make any payment in connection with any transaction
contemplated hereby, then the Borrower shall pay to the Bank on demand such
additional amount or amounts as the Bank determines will compensate the
Bank for such increased cost, reduction or payment.

     (b) The Borrower shall pay to the Bank, upon the request of the Bank,
such amount or amounts as shall be sufficient (in the reasonable opinion of
the Bank) to compensate it for any loss, cost or expense which the Bank
determines is attributable to any prepayment of any Loan.

         (c) Notwithstanding any other provision in this Note, in the event
that it becomes unlawful for the Bank or its lending office to honor its
obligation to make or maintain the Loan bearing interest at the Eurodollar
Rate, then the Bank shall promptly notify the Borrower thereof and the Bank's
     obligation to make or maintain the Loan bearing interest at the
Eurodollar
Rate shall be suspended until such time as the Bank may again make and
maintain the Loan bearing such interest rate, and the interest rate on the
Loan shall be automatically converted to the Variable Rate on the date
specified by the Bank in such notice, unless the Bank shall have received
written notice from the Borrower of its decision to prepay the Loan and such
notice is received by the Bank prior to 11:30 a.m. on the day of such
prepayment.

     6. Taxes.

     (a) Payments Free and Clear. Any and all payments by the Borrower
hereunder shall be made free and clear of and without deduction for any and
all present or future taxes, levies,


                                     5


<PAGE>


imposts, deductions, charges or withholdings, and all interest, penalties
or other liabilities with respect thereto, excluding taxes imposed on or
measured by the net income or capital of the Bank by the jurisdiction (or
any political subdivision of such jurisdiction) in which the Bank's lending
office is located or under which the Bank is organized (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter called "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to the Bank, (x) the Borrower shall forthwith pay to the Bank
such additional amount as may be necessary so that after making all
required deductions for Taxes (including deductions applicable to
additional amounts payable under this Section 6) the Bank receives an
amount equal to the sum it would have received had no such deductions been
made, (y) the Borrower shall make such deductions and (z) the Borrower
shall pay the full amount deducted to the relevant taxing authority or
other authority in accordance with applicable law.

     (b) Payment of Stamp Taxes. In addition, the Borrower shall pay any
present or future stamp or documentary taxes or other excise or property
taxes, charges or similar levies which arise in any jurisdiction from any
payment made hereunder or from the execution, delivery, registration or
enforcement of, or otherwise with respect to, this Note (all such taxes,
charges or levies being herein called "Other Taxes").

     (c) Reimbursement of Taxes Paid by the Bank. The Borrower will
reimburse the Bank for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed on amounts payable
under this Section 6) paid by the Bank or any liabilities (including,
without limitation, penalties, interest and expenses other than those
attributable to the gross negligence of the Bank) arising therefrom or with
respect thereto. Reimbursement under this Section 6(c) for any Taxes, Other
Taxes or liabilities shall be made within 30 days from the date the Bank
makes written demand therefor.

     (d) Tax Certificates. Within 45 days after the date of any payment of
Taxes, the Borrower will furnish to the Bank the original or a certified
copy of a receipt evidencing payment thereof.

     7. Conditions Precedent to the Loan.


     In addition to having received a notice of borrowing as set forth in
Section 2(b) hereof, the obligation of the Bank to make the Loan hereunder
is subject to the condition precedent that the following conditions shall
have been fulfilled to the satisfaction of the Bank and its counsel on or
before the Drawdown Date:

     (a) Guaranty. The Bank shall have received a duly executed copy of the
Guaranty.


     (b) Corporate Documents. The Bank shall have received certified copies
of the charter and by-laws (or equivalent documents) of the Borrower and
the Guarantor and of all corporate authority for the Borrower and the
Guarantor (including, without limitation, board of director resolutions,
powers of attorney and evidence of the incumbency of officers) with respect
to the execution, delivery and performance of this Note and the Guaranty
and each other


                                     6


<PAGE>


document to be delivered by the Borrower in connection with the Loan and
the Guarantor in connection with the Guaranty.

     (c) Opinion of Counsel. The Bank shall have received (i) an opinion,
dated the Drawdown Date, from Rafael Villegas Ascanio, special Venezuelan
counsel to the Borrower, satisfactory in form and substance to the Bank,
and in each case covering such other matters as the Bank may reasonably
request (and the Borrower shall have instructed such counsel to deliver
such opinion to the Bank) and (ii) an opinion dated the Drawdown Date, from
Arias, Fabrega & Fabrega, special Panamanian counsel to the Guarantor
satisfactory in form and substance to the Bank, and in each case covering
such other matters as the Bank may reasonably request (and the Guarantor
shall have instructed such counsel to deliver such opinion to the Bank).

     (d) Process Agent Acceptance. The Bank shall have received an executed
letter, in form and substance satisfactory to the Bank, from a process
agent, located in New York State and acceptable to the Bank, acknowledging
such agent's acceptance of its appointment as agent for service of process
with respect to the Borrower and the Guarantor.

     (e) No Material Adverse Change. There shall not have occurred any
event which, in the opinion of the Bank, would involve a material adverse
change in the economic or financial condition of the Borrower or the
Guarantor or in general market conditions.

     (f) No Event of Default; Accuracy of Representations and Warranties.
On the Drawdown Date, both immediately prior to the making of such Loan and
also after giving effect thereto and to the intended use thereof (x) no
Event of Default or an event that with notice or lapse of time or both
would become an Event of Default shall have occurred and be continuing; and
(y) the representations and warranties made by the Borrower in Section 8
hereof and the Guarantor in Section 9 of the Guaranty shall be true and
correct on and as of such Drawdown Date.

     (g) Government Approvals. The Bank shall have received certified
copies of English language translations of all approvals and consents
required by any governmental authority for the incurrence by the Borrower
of the Loan and for the issuance by the Guarantor of the Guaranty.

     (h) Other Documents. The Bank shall have received such other documents
as the Bank or its counsel may reasonably request.

     8. Representations and Warranties. The Borrower represents and
warrants to the Bank as follows:

     (a) Incorporation and Existence. The Borrower is a company duly
organized and validly existing under the laws of Venezuela and has the
power and authority to execute and deliver this Note, to incur the
obligations to be incurred by it hereunder and to perform and observe the
provisions hereof.


                                     7


<PAGE>


     (b) Corporate Power and Authority. The Borrower has taken all
necessary action to authorize the execution and delivery of this Note and
all other documents to be executed and delivered by it in connection
herewith and the performance of its obligations hereunder.

     (c) Legally Enforceable Note. This Note has been duly executed and
delivered by the Borrower and constitutes a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance
with its terms, subject to applicable bankruptcy, insolvency, moratorium
and similar laws affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).

     (d) Governmental Authorizations. All governmental authorizations, if
any, and actions of any kind necessary for the due execution, delivery and
performance of this Note by the Borrower or required for the validity or
enforceability against the Borrower of this Note, have been obtained or
performed and are valid and subsisting in full force and effect.

     (e) Consent and Approvals. No consent or approval of, or notice to,
any creditor of the Borrower is required by the terms of any agreement or
instrument evidencing any Indebtedness of the Borrower for the execution or
delivery of, or the performance of the obligations of the Borrower under,
this Note, and such execution, delivery and performance will not result in
any breach or violation of, or constitute a default under, the charter or
by-laws of the Borrower or any agreement, instrument, judgment, order,
statute, rule or regulation applicable to the Borrower or to any of its
property.

     (f) Pari Passu Status. The payment obligations of the Borrower under
this Note rank at least pari passu with all of its other unsecured
Indebtedness, whether now existing or hereafter outstanding, except for
obligations accorded preference by mandatory provisions of law.

     (g) Absence of Litigation. There are no actions, proceedings or claims
pending or, to the knowledge of the Borrower, threatened, the adverse
determination of which might have a materially adverse effect on the
financial condition of the Borrower or impair its ability to perform its
obligations under, or affect the validity or enforceability of, this Note.

     (h) Withholding. Except for the 4.95% withholding tax imposed by
Venezuela, to be applied on interest payments made to banks incorporated
outside of Venezuela, no withholding in respect of any taxes imposed by or
within Venezuela or any political subdivision or taxing authority thereof
or therein is required to be made from any payment by the Borrower under
this Note.

     (i) Waiver of Sovereign Immunity; Commercial Activity. Neither the
Borrower nor its property has any right of immunity on the grounds of
sovereignty or otherwise from jurisdiction, attachment (before or after
judgment) or execution in respect of any action or proceeding relating in
any way to this Note that may be brought in the courts of Venezuela. The
execution, delivery and performance of this Note by the Borrower constitute
commercial transactions.


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<PAGE>


     (j) Use of Proceeds. The Borrower is a non-United States resident and
the proceeds of the Loan shall be used for general corporate purposes and
only to finance the Borrower's operations outside the United States.

     9. Covenants. From the Closing Date, the Borrower covenants as
follows:


     (a) Lines of Business. The Borrower will at all times continue to
engage in the same line of business engaged in by the Borrower on the date
hereof and will not engage to any substantial extent in any line or lines
of business activity other than such current lines of business.

     (b) Limitation on Fundamental Changes. The Borrower will not convey,
sell, lease, transfer or otherwise dispose of, in one transaction or in a
series of transactions, a material portion of the property necessary or
useful in the conduct of its business.

     (c) Financial Information. The Borrower shall deliver to the Bank
promptly, and in any event within 60 days, following the end of each fiscal
quarter of the Borrower such financial statements and other financial
information concerning the Borrower as the Bank may reasonably request.

     (d) Government Approvals. The Borrower shall maintain and keep in full
force and effect all approvals and consents required by any governmental
authority for the incurrence of the Loan.

     10. Events of Default. If any of the following events ("Events of
Default") shall occur and be continuing:

     (a) The Borrower fails to pay any principal, interest, or other amount
hereunder as and when such amount becomes payable (whether at stated
maturity or otherwise); or

     (b) The Borrower fails to perform or observe any covenant or agreement
contained herein to be performed or observed by it or any representation or
warranty of (i) the Borrower in this Note or (ii) the Guarantor in the
Guaranty or (iii) the Borrower or the Guarantor in any other document
delivered in connection herewith proves to have been incorrect, incomplete
or misleading in any material respect at the time it was made or repeated
or deemed to have been made or repeated; or

     (c) The Borrower or any material Subsidiary or the Guarantor (A) fails
to pay any of its Indebtedness in an aggregate amount equal to or exceeding
U.S. $20,000,000 (or its equivalent in other currencies) as and when such
Indebtedness becomes payable (subject to any applicable grace period) (as
used in this clause (e), "Indebtedness" shall not include any Indebtedness
of the Borrower or any material Subsidiary or the Guarantor owing to any
other material Subsidiary or the Borrower or the Guarantor) or (B) fails to
perform or observe any material covenant or agreement to be performed or
observed by it under one or more agreements or instruments evidencing
Indebtedness in an aggregate amount equal to or exceeding U.S. $20,000,000
(or its


                                     9


<PAGE>


equivalent in other currencies) (subject to any applicable grace period)
if, as a result of such failure, any other party to such agreements or
instruments is entitled to exercise, and has not irrevocably waived, the
right to accelerate the maturity of any amount owing thereunder; or

     (d) The Borrower or any material Subsidiary or the Guarantor (i) is
dissolved, (ii) fails or is unable to pay its debts generally as they
become due, (iii) commences a voluntary case in bankruptcy or any other
action or proceeding for any other relief under any law affecting
creditors' rights that is similar to a bankruptcy law or (iv) consents by
answer or otherwise to the commencement against it of an involuntary case
in bankruptcy or any other such action or proceeding, or a proceeding is
commenced in an involuntary case in bankruptcy in respect of the Borrower
or any material Subsidiary or the Guarantor or any property of the Borrower
or any such material Subsidiary or the Guarantor if such proceeding is not
dismissed or stayed on or before the thirtieth day after the entry thereof
or if any such dismissal or stay ceases to be in effect and such
proceeding, in the reasonable opinion of the Bank, materially affects the
ability of the Borrower to perform its obligations under this Note or the
Guarantor to perform its obligations under the Guaranty; or

     (e) Any governmental authorization necessary for the performance of
any obligation of the Borrower under this Note or the Guarantor under the
Guaranty fails to become or remain valid and subsisting in full force and
effect; or

     (f) Any governmental authority or court takes any action that, in the
reasonable opinion of the Bank, materially adversely affects the condition
of the Borrower or the Guarantor or the ability of the Borrower or the
Guarantor to perform their respective obligations under this Note or the
Guaranty; or

     (g) The aggregate amount of unsatisfied judgments, decrees or orders
for the payment of money against the Borrower or any material Subsidiary or
the Guarantor exceeds U.S. $20,000,000 or the equivalent thereof in any
other currency or currencies; or

     (h) The Borrower or any material Subsidiary or the Guarantor sells or
otherwise disposes of all or a substantial part of its assets or ceases to
conduct all or a substantial part of its business as now conducted, or
merges or consolidates with any other company without the prior written
consent of the Bank, unless the entity surviving such merger or
consolidation is the Borrower or the Guarantor; or

     (i) The payment obligations of the Borrower under this Note cease to
rank at least pari passu with all of its other unsecured Indebtedness,
except for obligations accorded preference by mandatory provisions of law;
or

     (j) The Guarantor shall cease at any time to have, directly or
indirectly, voting, disposition and economic rights in respect of at least
51% of the outstanding capital stock of the Borrower;or


                                     10


<PAGE>


     (k) The Guaranty shall at any time after its execution and delivery
and for any reason cease to be in full force and effect or shall be
declared null and void, or the validity or enforceability thereof shall be
contested by the Guarantor or the Guarantor shall deny it has any further
liability or obligation thereunder or shall fail to perform its obligations
thereunder; or

     (l) Any event of default under the Guarantor's Syndicated Facility
shall have occurred.

THEN, in any such case, if the Bank shall elect by notice to the Borrower,
the unpaid principal amount of this Note, together with accrued interest,
shall become forthwith due and payable; provided that in the case of an
Event of Default under clause (f) above, the unpaid principal amount of
this Note, together with accrued interest, shall immediately become due and
payable without any notice or other action by the Bank.

     11. Notices. All notices, requests, demands or communications
hereunder shall be in writing and shall be given to or made upon the
respective parties hereto at the following addresses:

     If to the Borrower:                           If to the Bank:
     Panamco de Venezuela S.A.                     The Chase Manhattan Bank
     4th Transversal de los Cortijos de Lourdes    270 Park Avenue 19th Floor
     Edificio Panamco Venezuela                    New York, New York 10017
     Caracas, Venezuela 1070                       Attn.:  Linda M. Meyer
     Attn.:  Chief Financial Officer               Tel: (212) 270-6776
     Tel: (582) 203-6411                           Fax: (212) 270-8890
     Fax: (582) 203-6169

     12. Miscellaneous.

     (a) The Borrower waives presentment, notice of dishonor, protest and
any other formality with respect to this Note.

     (b) This Note sets forth the entire agreement between the parties
hereto, supersedes all prior communications and understandings of any
nature and may not be amended, supplemented or altered except in a writing
signed by both parties hereto.

     (c) The Borrower agrees to reimburse the Bank on demand for all
reasonable costs, expenses and charges (including reasonable fees and
charges of external and in-house legal counsel for the Bank) in connection
with the preparation, negotiation, execution, interpretation, performance
or enforcement of this Note.

     (d) This Note shall be binding on the Borrower and its successors and
assigns and shall inure to the benefit of the Bank and its successors and
assigns, except that the Borrower may not delegate any obligations
hereunder without the prior written consent of the Bank. The Bank may at
any time assign, pledge or otherwise transfer or sell participations in
this Note or any of its


                                     11


<PAGE>


rights with respect thereto to any third party, including, but not limited,
to any Federal Reserve Bank.

     (e) The Bank agrees (on behalf of itself and each of its affiliates,
directors, officers, employees and representatives) to use reasonable
precautions to keep confidential, in accordance with safe and sound banking
practices, any non-public information supplied to it by the Borrower
pursuant to this Note which is identified by the Borrower as being
confidential at the time the same is delivered to the Bank, provided that
nothing herein shall limit the disclosure of any such information (A) to
any subsidiaries or affiliates of the Bank, (B) to the extent required by
statute, rule, regulation or judicial process, (C) to counsel for the Bank,
(D) to bank examiners, auditors or accountants, (E) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding
relating to this Note or the enforcement of rights hereunder, (F) to any
actual or prospective assignee or participant, or (G) to any actual or
prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower and its obligations; provided,
further, that in no event shall the Bank be obligated or required to return
any materials furnished by the Borrower.

     (f) Any suit, action or proceeding against the Borrower with respect
to this Note or on any judgment entered by any court in respect thereof may
be brought in the Supreme Court of the State of New York, County of New
York, or in the United States District Court for the Southern District of
New York or in the courts of Panama or Venezuela, as the Bank may elect in
its sole discretion, and the Borrower submits to the nonexclusive
jurisdiction of such courts for the purpose of any such suit, action or
proceeding or judgment. The Borrower hereby waives any objection which it
may now or hereafter have to the laying of the venue of any suit, action or
proceeding arising out of or relating to this Note brought in such courts,
and hereby further irrevocably waives any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum. The Borrower irrevocably appoints CT Corporation System, which
currently maintains a New York City office situated at 111 Eighth Avenue,
13th Floor, New York, New York 10011, U.S.A., as its agent to receive
service of process or other legal summons for purposes of any such suit,
action or proceeding, and agrees that the failure of such agent to give any
notice of any such process or summons to the Borrower shall not impair or
affect the validity of such service or of any judgment based thereon. So
long as the Borrower has any obligation under this Note, it will maintain a
duly appointed agent in New York City for the service of such process or
summons.

     (g) The Borrower hereby waives any right the Borrower may have to jury
trial.

     (h) This Note shall be governed by and interpreted and construed in
accordance with the law of the State of New York, without regard to
principles of conflicts of laws.

     (i) To the extent that the Borrower may now or hereafter be entitled,
in any jurisdiction in which judicial proceedings may at any time be
commenced with respect to this Note, to claim for itself or its revenues or
properties any immunity from the jurisdiction of any court or from legal
process (whether from service or notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or
otherwise), and to the


                                     12


<PAGE>


extent that in any such jurisdiction there may be attributed to the
Borrower any such immunity (whether or not claimed), the Borrower hereby
irrevocably agrees not to claim, and hereby waives, such immunity in
respect of its obligations under this Note.

     (j) Each reference in this Note to U.S. Dollars is of the essence. The
obligation of the Borrower in respect of any amount due under the Note
shall, notwithstanding any payment in any other currency (whether pursuant
to a judgment or otherwise), be discharged only to the extent of the amount
in U.S. Dollars that the Bank may, in accordance with normal banking
procedures, purchase with the sum paid in such other currency (after any
premium and costs of exchange) on the Banking Day immediately following the
day on which the Bank receives such payment. If the amount in U.S. Dollars
that may be so purchased for any reasons falls short of the amount
originally due, the Borrower shall pay such additional amounts, in U.S.
Dollars, as may be necessary to compensate for such a shortfall. Any
obligation of the Borrower not discharged by such payment shall be due as a
separate and independent obligation and, until discharged as provided
herein, shall continue in full force and effect.

     (k) The Borrower acknowledges that the Bank may have and may in the
future have investment and commercial banking, trust and other
relationships with other companies in respect of which the Borrower may
have conflicting interests regarding the transactions described herein and
otherwise. The Borrower acknowledges that the Bank may perform its
functions in connection with such fiduciary or other relationships without
regard to its relationship with the Borrower hereunder. The Bank will not
use confidential information obtained from Borrower by virtue of the
transactions contemplated by this Note or its other relationships with the
Borrower in connection with the performance by the Bank of services for
other companies, and the Bank will not furnish any such information to
other companies. The Borrower also acknowledges that the Bank has no
obligation to use in connection with the transactions contemplated by this
Note, or to furnish to the Borrower, confidential information obtained from
other companies.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be duly
executed by its duly authorized officer as of the day and year first above
written.

                                 PANAMCO DE VENEZUELA S.A.


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


                                    13


<PAGE>


                                  GUARANTY



     GUARANTY dated as of February 22, 2001 made by PANAMERICAN BEVERAGES
INC., a Panamanian corporation (the "Guarantor"), in favor of The Chase
Manhattan Bank (the "Bank").

     PRELIMINARY STATEMENTS: The Bank is willing to make a u.s.$25,000,000
loan to PANAMCO DE VENEZUELA S.A. (the "Borrower") (such loan being the
"Facility" and any writing evidencing, supporting or securing a Facility
being a "Facility Document"). The Guarantor indirectly owns 100% of the
stock or other ownership interests of the Borrower and is financially
interested in its affairs.

     THEREFORE, in order to induce the Bank to extend credit or give
financial accommodation under the Facility, the Guarantor agrees as
follows:

     Section 1. Guaranty of Payment. The Guarantor unconditionally and
irrevocably guarantees to the Bank the punctual payment of all sums now
owing or which may in the future be owing by the Borrower under the
Facility, when the same are due and payable, whether on demand, at stated
maturity, by acceleration or otherwise, and whether for principal,
interest, fees, expenses, indemnification or otherwise (all of the
foregoing sums being the "Liabilities"). The Liabilities include, without
limitation, interest accruing after the commencement of a proceeding under
bankruptcy, insolvency or similar laws of any jurisdiction at the rate or
rates provided in the Facility Documents. This Guaranty is a guaranty of
payment and not of collection only. The Bank shall not be required to
exhaust any right or remedy or take any action against the Borrower or any
other person or entity or any collateral. The Guarantor agrees that, as
between the Guarantor and the Bank, the Liabilities may be declared to be
due and payable for the purposes of this Guaranty notwithstanding any stay,
injunction or other prohibition which may prevent, delay or vitiate any
declaration as regards the Borrower and that in the event of a declaration
or attempted declaration, the Liabilities shall immediately become due and
payable by the Guarantor for the purposes of this Guaranty.

     Section 2. Guaranty Absolute. The Guarantor guarantees that the
Liabilities shall be paid strictly in accordance with the terms of the
Facility. The liability of the Guarantor under this Guaranty is absolute
and unconditional irrespective of: (a) any change in the time, manner or
place of payment of, or in any other term of, all or any of the Facility
Documents or Liabilities, or any other amendment or waiver of or any
consent to departure from any of the terms of any Facility Document or
Liability; (b) any release or amendment or waiver of, or consent to
departure from, any other guaranty or support document, or any exchange,
release or non-perfection of any collateral, for all or any of the Facility
Documents or Liabilities; (c) any present or future law, regulation or
order of any jurisdiction (whether of right or in fact) or of any agency
thereof purporting to reduce, amend, restructure or otherwise affect any
term of any Facility Document or Liability; (d) without being limited by
the foregoing, any lack of validity or enforceability of any Facility
Document or Liability; and (e) any other defense whatsoever which might
constitute a defense available to, or discharge of, the Borrower or a
guarantor.

     Section 3. Continuing Guaranty. This Guaranty is a continuing guaranty
of the payment of all Liabilities now or hereafter existing under the
Facility and shall remain in full force


<PAGE>


and effect until payment in full of all Liabilities and other amounts
payable under this Guaranty and until the Facility are no longer in effect
or, if earlier, when the Guarantor has given the Bank written notice that
this Guaranty has been revoked; provided that any notice under this Section
shall not release the Guarantor from any Liability, absolute or contingent,
existing prior to the Bank's actual receipt of the notice at its branches
or departments responsible for the Facility.

     Section 4. Reinstatement. This Guaranty shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of
the Liabilities is rescinded or must otherwise be returned by the Bank on
the insolvency, bankruptcy or reorganization of the Borrower or otherwise,
all as though the payment had not been made.

     Section 5. Subrogation. The Guarantor shall not exercise any rights
which it may acquire by way of subrogation, by any payment made under this
Guaranty or otherwise, until all the Liabilities have been paid in full and
the Facility are no longer in effect; provided that if the Guarantor is an
"insider" of the Borrower, as such term is defined in Section 101 of the
Federal Bankruptcy Code, the Guarantor hereby irrevocably waives any and
all right to which it may be entitled, by operation of law or otherwise,
upon making any payment hereunder, to be subrogated to the rights of the
Bank against the Borrower with respect to such payment or otherwise to be
reimbursed, indemnified or exonerated by the Borrower in respect thereof.
If any amount is paid to the Guarantor on account of subrogation rights
under this Guaranty at any time when all the Liabilities have not been paid
in full, the amount shall be held in trust for the benefit of the Bank and
shall be promptly paid to the Bank to be credited and applied to the
Liabilities, whether matured or unmatured or absolute or contingent, in
accordance with the terms of the Facility. If the Guarantor makes payment
to the Bank of all or any part of the Liabilities and all the Liabilities
are paid in full and commitments under the Facility are no longer
outstanding, the Bank shall (subject to the proviso in the first sentence
of this Section), at the Guarantor's request, execute and deliver to the
Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by
subrogation to the Guarantor of an interest in the Liabilities resulting
from the payment.

     Section 6. Subordination. Without limiting the Bank's rights under any
other agreement, any liabilities owed by the Borrower to the Guarantor in
connection with any extension of credit or financial accommodation by the
Guarantor to or for the account of the Borrower, including but not limited
to interest accruing at the agreed contract rate after the commencement of
a bankruptcy or similar proceeding, are hereby subordinated to the
Liabilities, and such liabilities of the Borrower to the Guarantor, if the
Bank so requests, shall be collected, enforced and received by the
Guarantor as trustee for the Bank and shall be paid over to the Bank on
account of the Liabilities but without reducing or affecting in any manner
the liability of the Guarantor under the other provisions of this Guaranty.

     Section 7. Payments Generally. All payments by the Guarantor shall be
made in the manner, at the place and in the currency (the "Payment
Currency") required by the Facility Documents; provided, however, that (if
the Payment Currency is other than U.S. dollars) the Guarantor may, at its
option (or, if for any reason whatsoever the Guarantor is unable to effect
payments in the foregoing manner, the Guarantor shall be obligated to) pay
to the Bank at its principal office the equivalent amount in U.S. dollars
computed at the selling rate of the Bank or a selling rate chosen by the
Bank, most recently in effect on or prior to the date the Liability becomes
due, for cable transfers of the Payment Currency to the place where the
Liability is


                                     2


<PAGE>


payable. In any case in which the Guarantor makes or is obligated to make
payment in U.S. dollars, the Guarantor shall hold the Bank harmless from
any loss incurred by the Bank arising from any change in the value of U.S.
dollars in relation to the Payment Currency between the date the Liability
becomes due and the date the Bank is actually able, following the
conversion of the U.S. dollars paid by the Guarantor into the Payment
Currency and remittance of such Payment Currency to the place where such
Liability is payable, to apply such Payment Currency to such Liability. Any
payment obligation of the Guarantor under this Guaranty in U.S. dollars
shall not be discharged by an amount paid in another currency or in another
place, pursuant to a judgment or otherwise, to the extent that the amount
so paid on prompt conversion to U.S. dollars and transfer to New York, New
York under normal banking procedures does not yield the amount of U.S.
dollars in New York, New York due under this Guaranty, and the Bank shall
have a separate cause of action against the Guarantor in case of any such
shortfall.

     Section 8. Certain Taxes. The Guarantor further agrees that all
payments to be made hereunder shall be made without setoff or counterclaim
and free and clear of, and without deduction for, any taxes, levies,
imposts, duties, charges, fees, deductions, withholdings or restrictions or
conditions of any nature whatsoever now or hereafter imposed, levied,
collected, withheld or assessed by any country or by any political
subdivision or taxing authority thereof or therein ("Taxes"). If any Taxes
are required to be withheld from any amounts payable to the Bank hereunder,
the amounts so payable to the Bank shall be increased to the extent
necessary to yield to the Bank (after payment of all Taxes) the amounts
payable hereunder in the full amounts so to be paid. Whenever any Tax is
paid by the Guarantor, as promptly as possible thereafter, the Guarantor
shall send the Bank an official receipt showing payment thereof, together
with such additional documentary evidence as may be required from time to
time by the Bank.

     Section 9. Representations and Warranties. The Guarantor represents
and warrants that this Guaranty: (a) has been authorized by all necessary
action; (b) does not violate any agreement, instrument, law, regulation or
order applicable to the Guarantor; (c) does not require the consent or
approval of any person or entity, including but not limited to any
governmental authority, or any filing or registration of any kind; and (d)
is the legal, valid and binding obligation of the Guarantor enforceable
against the Guarantor in accordance with its terms, except to the extent
that enforcement may be limited by applicable bankruptcy, insolvency and
other similar laws affecting creditors' rights generally.

     Section 10. Covenants The Guarantor covenants as follows:

     (a) Incorporation by Reference. The Guarantor will comply with and be
bound by the covenant provisions set forth in Section 5 of the Syndicated
Facility during the term of the Facility. The covenants under section 5 of
the Syndicated Facility, together with the related definitions, as in
effect on the date hereof are hereby incorporated herein by reference
(mutandis mutandis) for the benefit of the Bank and shall continue for the
purposes of this section 10 regardless of any amendment of, or any consent
to any deviation from or other modification of the Syndicated Facility. If
there is (x) any repayment in full of the loans, and termination of the
commitments, under the Syndicated Facility, or (y) the termination of the
Syndicated Facility or the participation of the Bank therein, in each case,
prior to the Maturity Date of the Facility, then the Guarantor and the Bank
shall negotiate in good faith mutually agreeable covenants with which the
Guarantor shall comply hereunder to replace the covenants set forth in
section 5 of the


                                     3


<PAGE>


Syndicated Facility. As used herein, the term "Syndicated Facility" means
the U.S.$265,000,000 Credit Agreement entered into by the Borrower on
November 21, 2000.

     (b) Financial Information. The Guarantor shall deliver to the Bank
promptly, and in any event within 30 days, following the end of each fiscal
quarter of the Guarantor such financial statements and other financial
information concerning the Guarantor as the Bank may reasonably request.

     (c) Government Approvals. The Guarantor shall maintain and keep in
full force and effect all approvals and consents required by any
governmental authority for the issuance of the Guaranty.

     Section 11. Remedies Generally. The remedies provided in this Guaranty
are cumulative and not exclusive of any remedies provided by law.

     Section 12 Setoff. The Guarantor agrees that, in addition to (and
without limitation of) any right of setoff, banker's lien or counterclaim
the Bank may otherwise have, the Bank shall be entitled, at its option, to
offset balances (general or special, time or demand, provisional or final)
held by it for the account of the Guarantor at any of the Bank's offices,
in U.S. dollars or in any other currency, against any amount payable by the
Guarantor under this Guaranty which is not paid when due (regardless of
whether such balances are then due to the Guarantor), in which case it
shall promptly notify the Guarantor thereof; provided that the Bank's
failure to give such notice shall not affect the validity thereof.

     Section 13. Formalities. The Guarantor waives presentment, notice of
dishonor, protest, notice of acceptance of this Guaranty or incurrence of
any Liability and any other formality with respect to any of the
Liabilities or this Guaranty.

     Section 14. Amendments and Waivers. No amendment or waiver of any
provision of this Guaranty, nor consent to any departure by the Guarantor
therefrom, shall be effective unless it is in writing and signed by the
Bank and the Guarantor, and then the waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
No failure on the part of the Bank to exercise, and no delay in exercising,
any right under this Guaranty shall operate as a waiver or preclude any
other or further exercise thereof or the exercise of any other right.

     Section 15. Expenses. The Guarantor shall reimburse the Bank on demand
for all reasonable costs, expenses and charges (including without
limitation fees and charges of external legal counsel for the Bank and
costs allocated by its internal legal department) incurred by the Bank in
connection with the preparation, performance or enforcement of this
Guaranty. The obligations of the Guarantor under this Section shall survive
the termination of this Guaranty.

     Section 16. Assignment. This Guaranty shall be binding on, and shall
inure to the benefit of the Guarantor, the Bank and their respective
successors and assigns; provided that the Guarantor may not assign or
transfer its rights or obligations under this Guaranty without the written
consent of the Bank. Without limiting the generality of the foregoing: (a)
the obligations of the Guarantor under this Guaranty shall continue in full
force and effect and shall be binding on any successor partnership and on
previous partners and their respective estates if the Guarantor is


                                     4


<PAGE>


a partnership, regardless of any change in the partnership as a result of
death retirement or otherwise; and (b) the Bank may assign, sell
participations in or otherwise transfer its rights under the Facility to
any other person or entity, and the other person or entity shall then
become vested with all the rights granted to the Bank in this Guaranty or
otherwise.

     Section 17. Captions. The headings and captions in this Guaranty are
for convenience only and shall not affect the interpretation or
construction of this Guaranty.

     Section 18. Governing Law. This Guaranty shall be governed by the law
of the State of New York.

     Section 19. Jurisdiction; Service of Process. The Guarantor hereby
agrees that any action or proceedings against the Guarantor with respect to
this Guaranty or any judgment entered by any court in respect thereof may
be brought in any court of or in the State of New York, and the Guarantor
submits to the non-exclusive jurisdiction of each such court for the
purpose of any such action or proceeding. The Guarantor agrees that service
of all legal process in any action or proceeding in New York may be made
upon its process agent in New York, C T Corporation, having offices on the
date hereof at 111 Eighth Avenue, 13th Floor, New York, New York, 10011
(the "New York Process Agent"). The Guarantor hereby irrevocably appoints
the New York Process Agent its true and lawful attorney-in-fact in its
name, place and stead to accept such service of any and all such process
and agrees that the failure of the New York Process Agent to give any
notice of any such service of process to the Guarantor shall not impair or
affect the validity of such service or of any judgment based thereon. The
Guarantor agrees that it will at all times maintain in New York an agent
for service of process in connection with any such action or proceeding
against the Guarantor, and irrevocably consents to the service of process
in any action or proceeding in said courts by the mailing thereof by
registered or certified mail, postage prepaid, to the Guarantor at its
address provided for herein. The foregoing shall not, however, limit the
right of the Bank to serve process in any other manner permitted by law or
to commence any action or proceeding or to obtain execution of judgment in
any appropriate jurisdiction including but not limited to Panama or
Venezuela. The Guarantor irrevocably waives any objection which it may now
or hereafter have to the laying of venue of any action or proceeding
arising out of or relating to this Guaranty brought in New York, and
further irrevocably waives any claim that any such action or proceeding
brought in any such court has been brought in an inconvenient forum. The
Guarantor may not bring any action or proceeding against the Bank or any of
its affiliates with respect to this Guaranty or any other document
delivered in connection with this Guaranty in any jurisdiction other than
the courts of the State of New York and the United States District Court
located in the Borough of Manhattan in New York City. The Guarantor waives
any right it may have to jury trial. To the extent that the Guarantor has
or hereafter may acquire any immunity from jurisdiction of any court or
from any legal process (whether from service or notice, attachment prior to
judgment, attachment in aid of execution of a judgment, execution or
otherwise), the Guarantor hereby irrevocably waives such immunity in
respect of its obligations under this Guaranty.

     IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed and delivered by its authorized officer as of the date first above
written.

                                             PANAMERICAN BEVERAGES INC.


                                     5


<PAGE>


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

                                             Address:

                                             Torre Dresdner Bank
                                             Floor 7, Calle #50
                                             Panama City 55-0820
                                             Republic of Panama


                                     6