Table of Contents

EXECUTION COPY

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$135,000,000

CREDIT AGREEMENT

among

THE CAYMAN ISLANDS BRANCH OF
COMPAÑÍA CERVECERÍAS UNIDAS S.A.,

as Borrower,

CERVECERA CCU CHILE
LIMITADA,as Guarantor,

VARIOUS LENDING
INSTITUTIONS,

DEUTSCHE BANK AG,
NEW YORK BRANCH,as Administrative Agent,

and

DEUTSCHE BANK
SECURITIES INC.andBBVA SECURITIES INC.,as Joint Lead Arrangers and Joint Book Running Managers

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Dated as of May 9, 2003

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CREDIT AGREEMENT,
 dated as of May 9, 2003, among the Borrower (as defined in Section 11), the  Guarantor
 (as defined in Section  11), the lenders  party  hereto from time to time (each,  a Lenderand,
 collectively,  the Lenders),  DEUTSCHE BANK AG, NEW YORK BRANCH,  acting as
administrative  agent in the manner and to the extent described in Section 12 (in such
capacity,  the  Administrative  Agent),  and DEUTSCHE BANK  SECURITIES  INC. and BBVA
 SECURITIES  INC.,  as joint lead  arrangers and joint book running managers (in such
capacity,  each, a Lead Arranger and, collectively,  the Lead Arrangers).
 Capitalized terms used herein shall have the respective meanings ascribed to such terms
in Section 11.

W I T N E S S E T H:

WHEREAS,  subject to
and upon the terms and conditions  set forth herein,  the Lenders are willing to make
available to the Borrower the credit facility provided for herein;

NOW, THEREFORE, IT IS
AGREED:

SECTION 1.
Amount and Terms of Credit.

1.1 The
Commitments.

(a) The
Commitments.Subject to and upon the terms and conditions set forth herein, each
Lender severally (and not jointly) agrees to make a term loan or term loans (each, a
Loan and, collectively, the Loans) to the Borrower, which Loans (i) may only be
incurred by the Borrower pursuant to up to two Borrowings, with the first such
Borrowing to occur on the Initial Borrowing Date in an aggregate principal amount equal
to at least $97,000,000 and with the second such Borrowing to occur on any Business Day
after the Initial Borrowing Date and on or prior to the Commitment Termination Date,
(ii) shall be denominated in Dollars, (iii) except as otherwise provided in Section
1.5, shall be incurred and maintained as LIBOR Loans, and (iv) shall not exceed for
any Lender at the time of incurrence thereof on any Borrowing Date that aggregate
principal amount which equals the Commitment of such Lender on such Borrowing Date
(before giving effect to any reduction thereof on such date pursuant to Section 2.3(b)).

(b) Notice of
Borrowing. Whenever the Borrower desires to incur Loans pursuant to Section 1.1(a), the
Borrower shall give the Administrative Agent at the Notice Office at least three
Business Days prior written notice thereof, provided that any such notice shall be
deemed to have been given on a certain day only if given before 11:00 A.M. (New York
time) on such day. Each such written notice (each, a Notice of Borrowing) shall,
except as provided in Section 1.5, be irrevocable and shall be given by the Borrower
substantially in the form of Exhibit A, appropriately completed to specify the
aggregate principal amount of the Loans to be incurred pursuant to such Borrowing,
the date of such Borrowing (which shall be a Business Day) and the initial Interest
Period to be applicable thereto. The Administrative Agent shall promptly give each
Lender written notice of the proposed Borrowing, of such Lenders proportionate share
thereof and of the other matters required to be specified in the Notice of Borrowing.

(c) Disbursement
of Funds.  No later than 12:00 Noon (New York time) on the date specified in each
Notice of Borrowing, each Lender will make available its pro rata share (determined
in accordance with Section 1.2) of each Borrowing requested to be made on such
date. All such amounts shall be made available to the Administrative Agent in
Dollars and in immediately available funds at the Payment Office and the Administrative
Agent will make available to the Borrower, at the bank account in New York to be
designated by the Borrower to the Administrative Agent in the respective Notice
of Borrowing, the aggregate of the amounts so made available by the Lenders in
the type of funds received. Unless the Administrative Agent shall have been notified
by any Lender prior to the respective Borrowing Date that such Lender does not intend
to make available to the Administrative Agent its portion of the Borrowing to be made
on such Borrowing Date, the Administrative Agent may assume that such Lender has made
such amount available to the Administrative Agent on such Borrowing Date and the
Administrative Agent, in reliance upon such assumption, may (but shall not be
obligated to) make available to the Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent by
such Lender and the Administrative Agent has made the same available to the Borrower,
the Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender. If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agents demand therefor, the Administrative
Agent shall promptly notify the Borrower, and the Borrower shall immediately pay
such corresponding amount to the Administrative Agent. The Administrative Agent
shall also be entitled to recover on demand from such Lender or the Borrower, as the
case may be, interest on such corresponding amount in respect of each day from
the date such corresponding amount was made available by the Administrative
Agent to the Borrower until the date such corresponding amount is recovered by
the Administrative Agent, at a rate per annumequal to (i) if recovered from such
Lender, the Federal Funds Rate for the first three days and at the interest rate
otherwise applicable to such Loans for each day thereafter and (ii) if recovered
from the Borrower, the rate of interest applicable to the Borrowing as determined
pursuant to Section 1.3. Nothing in this Section 1.1(c) shall be deemed to relieve
any Lender from its obligation to fulfill its commitments hereunder or to prejudice any
rights which the Borrower may have against any Lender as a result of any failure by such
Lender to make its Loans hereunder.

(d) Notes. (i)
The Borrowers obligation to pay the principal of, and interest on, the Loans made by
each Lender shall be evidenced by one or more promissory notes duly executed and
delivered by the Borrower substantially in the form of Exhibit B, with blanks
appropriately completed in conformity herewith (each a Note and, collectively, the
Notes). Each Note issued to each Lender shall (A) be executed by the Borrower,
(B) be payable to such Lender or its registered assigns and be dated the Initial
Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of
the issuance thereof), (C) be in a stated principal amount equal to the aggregate
amount of Loans made by such Lender on the Initial Borrowing Date (or, if issued
after the Initial Borrowing Date in connection with a subsequent Borrowing of Loans,
be in a stated principal amount equal to the aggregate amount of the Loans made by
such Lender on the relevant date of Borrowing or, if issued on any other date, be in a
stated principal amount equal to the outstanding principal amount of the Loans of
such Lender at such time) and be payable in the outstanding principal amount of the
Loans evidenced thereby (it being understood, however, that a Lender may request
multiple Notes (in amounts designated by such Lender) to evidence its Loans so long
as the aggregate stated principal amounts of all Notes of a Lender equals the amount
otherwise provided above in this sub-clause (C) if such Lender were to receive a single
Note to evidence its Loans), (D) mature on the Final Maturity Date, (E) bear interest
as provided in the appropriate clause of Section 1.3 in respect of LIBOR Loans or, to
the extent applicable, Base Rate Loans, evidenced thereby, (F) be subject to voluntary
prepayment as provided in Section 3.1, and mandatory repayment as provided in
Section 3.2, and (G) be entitled to the benefits of this Agreement and the other Credit
Documents.

(ii) Each Lender
will maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Borrower to such Lender as a result of the Loans of such
Lender, including the amounts of principal, interest and other amounts payable and
paid to such Lender from time to time under this Agreement and the Notes evidencing
such Loans. The entries made by each Lender in such accounts shall constitute
prima facieevidence of the existence and amounts of the Loans and other
Obligations therein recorded; provided, however, that the failure of any Lender to
maintain such account or accounts, or any error therein, shall not in any manner affect
the obligations of the Borrower to repay or pay the Loans made by such Lender,
accrued interest thereon and the other Obligations of the Borrower to such Lender
hereunder in accordance with the terms of this Agreement.

1.2 Pro Rata
Borrowings. All Borrowings of Loans shall be incurred from the Lenders pro rataon
the basis of their Commitments. It is understood that no Lender shall be responsible
for any failure by any other Lender to make its Loans hereunder and that each
Lender shall be obligated to make the Loans provided to be made by it hereunder,
regardless of the failure of any other Lender to make its Loans.

1.3 Interest.
(a) The Borrower hereby agrees to pay interest in respect of the unpaid principal
amount of each LIBOR Loan from the date of Borrowing thereof until the earlier of
(x) the maturity (whether by acceleration or otherwise) of such LIBOR Loan and (y) the
conversion of such LIBOR Loan to a Base Rate Loan pursuant to Sections 1.5, at a rate
per annum which shall, during each Interest Period applicable thereto, be equal to
the sum of LIBOR for such Interest Period plus the relevant Applicable Margin as in
effect from time to time during such Interest Period.

(b) The Borrower
hereby agrees to pay interest in respect of the unpaid principal amount of each Base
Rate Loan from the date of Borrowing thereof pursuant to Section 1.5 until the earlier
of (x) the maturity (whether by acceleration or otherwise) of such Base Rate Loan and
(y) the reconversion of such Base Rate Loan to a LIBOR Loan pursuant to said
Section 1.5, at a rate per annum which shall, at all times applicable thereto,
be equal to the sum of the Base Rate as in effect from time to time plus the relevant
Applicable Margin as in effect from time to time.

(c)      Following
 the  occurrence  and during the  continuance  of any Default  described  in Sections 9.1
and/or  9.5 and/or the  occurrence  of any Event of  Default,  each Loan shall bear
 interest  at a rate per annum  which is 2% in excess of the rate then  borne by such
 Loan.  To the  extent  permitted  by law,  any other overdue amount payable  hereunder,
 shall in each case,  bear interest at a rate per annum which is 2% in excess of the rate
that would  otherwise  be  applicable  to Base Rate Loans from time to time.  Interest
which accrues under this Section 1.3(c) shall be payable on demand.

(d)      Accrued (and
 theretofore  unpaid)  interest shall be payable (i) in respect of each LIBOR Loan, on
the last day of each Interest  Period  applicable  thereto and, in the case of an
Interest  Period in excess of three  months,  on each date  occurring  at three month
 intervals  after the first day of such  Interest Period,  (ii) in respect of each Base
Rate Loan,  (x) in the event that all  Lenders  have  converted  their LIBOR Loans to
Base Rate Loans  pursuant to Section 1.5,  quarterly  in arrears on the last  Business
Day of each  March,  June,  September  and  December,  and (y) in the event that some,
 but not all,  Lenders  have converted  their  LIBOR  Loans to Base Rate Loans  pursuant
 to Section  1.5,  at the time that  interest is payable in respect of the LIBOR Loans of
which such Base Rate Loans are  considered a part (as  contemplated by the proviso to the
 definition  of  Borrowing),  and (iii) in respect of each Loan, on any repayment or
prepayment  of such  Loan  (on the  amount  repaid  or  prepaid),  at  maturity  of such
 Loan  (whether  by acceleration or otherwise) and, after such maturity, on demand.

(e)      Upon each
Interest  Determination  Date, the  Administrative  Agent shall  determine  LIBOR for the
respective  Interest  Period or Interest  Periods and shall  promptly  notify the
 Borrower  and the Lenders thereof.  Each such determination  shall,  absent manifest
error, be final and conclusive and binding on all parties hereto.

1.4 Interest
Periods. At the time that the Borrower gives any Notice of Borrowing in respect of
the initial incurrence of any LIBOR Loan (in the case of the initial Interest Period
applicable thereto) or prior to 11:00 A.M. (New York time) on the third Business
Day prior to the expiration of an Interest Period applicable to such LIBOR Loan (in
the use of any subsequent Interest Period), the Borrower shall have the right to
elect, by giving the Administrative Agent written notice thereof, the interest
period (each, an Interest Period) applicable to such LIBOR Loan, which Interest
Period shall, at the option of the Borrower, be a one, two, three or six-month period,
provided, that (in each case):

| | (i)    
     all LIBOR Loans comprising a Borrowing shall at all times have the same Interest
Period;
| | -----------------------------------------------------------------------------------------------------

| | (ii)    
    the initial  Interest  Period for any LIBOR Loan shall  commence on the date of
 Borrowing  of such          LIBOR Loan  (including the date of any conversion  thereto
from a Base Rate Loan) and each Interest          Period  occurring  thereafter in
respect of such LIBOR Loan shall  commence on the day on which the          next
preceding Interest Period applicable thereto expires;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)    
   if any  Interest  Period  for a LIBOR  Loan  begins  on a day for  which  there  is no
 numerically          corresponding  day in the calendar month at the end of such
Interest  Period,  such Interest Period          shall end on the last Business Day of
such calendar month;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)    
if any Interest Period for a LIBOR Loan would otherwise expire on a day which is
not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided, however, that if any Interest Period for a LIBOR
Loan would otherwise expire on a day which is not a Business Day but is a
day of the month after which no further Business Day occurs in such month,
such Interest Period shall expire on the next preceding Business Day; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)    
no Interest Period other than a one month Interest Period may be selected at
any time when a Default or an Event of Default is then in existence.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

If by 11:00 A.M. (New
York time) on the third  Business Day prior to the expiration of any Interest  Period
 applicable to a Borrowing of LIBOR Loans,  the Borrower has failed to elect a new
Interest Period to be  applicable  to such LIBOR Loans as provided  above,  such LIBOR
 Loans shall be  continued  as LIBOR Loans with an Interest  Period of equal length as
the then current  Interest  Period and  effective as of the expiration date of such
current Interest Period.

1.5 Increased
Costs, Illegality, etc.(a) In the event that (x) in the case of clause (i) below, the
Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender,
shall have reasonably determined (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto):

| | (i)    
     on any Interest  Determination  Date,  that,  by reason of any changes  arising
after the Effective          Date  affecting  the  relevant  interbank  market,  adequate
 and  fair  means  do  not  exist  for          ascertaining  the applicable  interest
rate on the basis provided for in the definition of LIBOR;          or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)    
    at any time, that such Lender shall incur increased costs or reductions in the
amounts  received or          receivable  hereunder  with respect to any LIBOR Loan
because of (x) any change since the Effective          Date in any applicable law or
governmental rule, regulation,  order, guideline, or request (whether          or not
having the force of law), or in the  interpretation or administration  thereof and
including          the introduction of any new law or governmental rule, regulation,
 order, guideline or request such          as,  but not  limited  to:  (A) a change in
the basis of  taxation  of payment to any Lender of the          principal  of or
interest on the LIBOR Loans or the Notes or any other  amounts  payable  hereunder
         (except for changes in the rate of tax on, or  determined  by reference  to, the
net income (or any          franchise  tax based on net income) of such  Lender  pursuant
 to the laws of the  jurisdiction  in          which it is organized or in which its
principal  office or applicable  lending office is located or          any subdivision
thereof or therein) or (B) a change in official reserve  requirements,  but, in all
         events,  excluding any reserves  required under  Regulation D to the extent such
reserves have been          included in the computation of LIBOR and/or (y) other
 circumstances  occurring after the Effective          Date affecting such Lender,  the
relevant  interbank LIBOR market or the position of such Lender in          such market;
or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)    
   at any time since the Effective  Date,  that the making or  continuance  of any LIBOR
Loan has been          made (x) unlawful by any law, governmental rule, regulation,
 guideline or order (or would conflict          with any such  governmental  rule,
 regulation,  guideline or order not having the force of law but          with which such
Lender  customarily  complies even though the failure to comply therewith would not
         be unlawful),  or (y) impracticable as a result of a contingency occurring after
the Effective Date          which materially and adversely affects the relevant interbank
LIBOR market;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

then,  and in any such
 event,  such  Lender (or the  Administrative  Agent in the case of clause (i) above)
shall  promptly  give  notice  to the  Borrower  and,  except  in the  case  of  clause
 (i)  above,  to the Administrative  Agent of such determination  (which notice the
Administrative  Agent shall promptly transmit to each of the other  Lenders).  After  the
 occurrence  of any such  event,  (x) in the case of clause  (i) above,  LIBOR Loans
shall no longer be available and (A) any Notice of Borrowing  given by the Borrower with
respect to LIBOR Loans which have not yet been incurred shall,  at the Borrowers  option
upon notice to the Administrative  Agent,  either be deemed  rescinded by the Borrower or
converted  into a Notice of Borrowing for Base Rate Loans,  and (B) each  outstanding
 LIBOR Loan shall be deemed  converted  into a Borrowing  of Base Rate Loans,  in each
case until such time as the  Administrative  Agent  notifies  the Borrower and the
Lenders that the circumstances  giving rise to such notice by the  Administrative  Agent
no longer exist (at which  time,  on the third  Business  Day  following  such  notice,
 such Base  Rate  Loans  shall be deemed reconverted  into LIBOR Loans with an Interest
 Period of one month),  (y) in the case of clause (ii) above, the Borrower  shall pay to
such Lender,  within five Business Days after its written demand  therefor,  such
additional  amounts (in the form of an increased rate of, or a different method of
calculating,  interest or otherwise as such Lender in its sole  discretion  shall
 determine) as shall be required to compensate  such Lender for such  increased  costs or
 reductions  in amounts  received or  receivable  hereunder  (a written notice as to the
 additional  amounts  owed to such Lender  prepared in good  faith,  showing in
 reasonable detail the basis for the  calculation  thereof,  submitted  to the  Borrower
 by such Lender  shall,  absent manifest  error,  be final and conclusive and binding
upon all parties hereto) and (z) in the case of clause (iii)  above,  the  Borrower
 shall take one of the  actions  specified  in Section  1.5(b) as  promptly  as possible
and, in any event, within the time period required by law.

(b)      At any time
that any LIBOR Loan is affected by the circumstances  described in Section  1.5(a)(ii),
the Borrower may, and in the case of a LIBOR Loan  affected  pursuant to Section
 1.5(a)(iii),  the Borrower shall,  either (x) if the  affected  LIBOR Loan is then being
made  initially  pursuant  to Section  1.1(a), cancel said Borrowing by giving the
Administrative  Agent telephonic notice (confirmed  promptly in writing) thereof on the
same date that the  Borrower was notified by a Lender or the  Administrative  Agent
 pursuant to Section  1.5(a)(ii) or (iii),  as applicable,  or require the affected
Lender to make its portion of such Borrowing  as a Base  Rate  Loan  upon  notification
 thereof  to the  Administrative  Agent,  or (y) if the affected LIBOR Loan is then
 outstanding,  upon at least three  Business Days notice to the  Administrative Agent,
 require the  affected  Lender to convert such  affected  LIBOR Loan into a Base Rate
Loan until such time as such Lender notifies the Borrower and the Administrative  Agent
that the circumstances  specified in Section  1.5(a)(ii)  or (iii) giving rise to such
 conversion  no longer exist (at which time,  on the third Business Day following such
notice,  such Base Rate Loan shall be deemed  reconverted  into a LIBOR Loan and having
an Interest  Period  expiring on the last day of the Interest  Period  originally
 applicable  to the Borrowing of the  respective  affected  LIBOR Loan (or, as
 appropriate,  on the last day of the  succeeding Interest  Period or Interest  Periods
 originally  applicable  to the Borrowing of the  respective  affected LIBOR Loan)).

(c) If any Lender
determines that after the Effective Date the introduction of or any change in any
applicable law or governmental rule, regulation, guideline, order, directive or
request (whether or not having the force of law) concerning capital adequacy, or any
change in interpretation or administration thereof by the NAIC or any Governmental
Authority, central bank or comparable body will have the effect of increasing the
amount of capital required or expected to be maintained by such Lender or any
corporation controlling such Lender based on the existence of such Lenders
Commitment hereunder or its obligations hereunder, then the Borrower agrees to pay
to such Lender, within five Business Days after its written demand therefor, such
additional amounts as shall be required to compensate such Lender or such other
corporation for the increased cost to such Lender or such other corporation or the
reduction in the rate of return to such Lender or such other corporation as a
result of such increase of capital. In determining such additional amounts,
each Lender will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable, provided that such Lenders
determination of compensation owing under this Section 1.5(c) shall, absent
manifest error, be final and conclusive and binding on all the parties hereto. Each
Lender, upon determining that any additional amounts will be payable pursuant to
this Section 1.5(c), will give prompt written notice thereof to the Borrower, which
notice shall show in reasonable detail the basis for calculation of such additional
amounts, although the failure to give any such notice shall not release or diminish the
Borrowers obligation to pay additional amounts pursuant to this Section 1.5(c).

(d)
Notwithstanding anything to the contrary contained above in this Section 1.5,
unless a Lender gives notice to the Borrower that the Borrower is obligated to pay
any amount under this Section 1.5 within 120 days after the later of (x) the date
such Lender incurs the respective increased costs, reduction in the amounts
received or receivable hereunder or reduction in return of capital or (y) the date
such Lender has actual knowledge of its incurrence of the respective increased costs,
reduction in the amounts received or receivable hereunder or reduction in return of
capital, such Lender only shall be entitled to be compensated for any such amount by
the Borrower pursuant to this Section 1.5 to the extent that any such amounts are
incurred or suffered on or after the date which occurs 120 days prior to such Lender
giving notice to the Borrower that it is obligated to pay the respective amounts
pursuant to this Section 1.5; provided, however, that if the circumstances giving
rise to such claims have a retroactive effect, such 120-day period shall be extended
to include the period of such retroactive effect. This Section 1.5(d) shall have no
applicability to any Section of this Agreement other than to this Section 1.5.

1.6 Compensation.
The Borrower agrees to compensate each Lender, upon its written request (which
request shall set forth in reasonable detail the basis for requesting and the
calculation of such compensation), for all losses, expenses and liabilities
(including, without limitation, any loss, expense or liability incurred by reason of
the liquidation or reemployment of deposits or other funds required by such Lender to
fund its LIBOR Loans, but excluding any loss of anticipated profits) which such Lender
may sustain: (i) as a result, for any reason (other than a default by such Lender
or the Administrative Agent), of a Borrowing of LIBOR Loans not occurring on a date
specified therefor in a Notice of Borrowing or a notice delivered pursuant to
Section 1.4 (whether or not withdrawn by the Borrower or deemed withdrawn
pursuant to Section 1.5); (ii) as a result of any repayment or prepayment
(including any repayment or prepayment made pursuant to Section 3 or as a result of an
acceleration of the Loans pursuant to Section 9) or as result of the replacement of a
Lender pursuant to Section 1.8 occurring on a date which is not the last day of an
Interest Period with respect thereto; (iii) as a result of any prepayment of its LIBOR
Loans not being made on any date specified in a notice of prepayment given by the
Borrower; or (iv) as a consequence of (x) any other default by the Borrower to repay
its LIBOR Loans when required by the terms of this Agreement or any Note held by such
Lender or (y) any election or conversion made pursuant to Section 1.5(a) or (b). A
Lenders basis for requesting compensation pursuant to this Section 1.6 and a Lenders
calculation of the amount thereof, shall, absent manifest error, be final and
conclusive and binding on all parties thereto.

1.7 Change of
Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise
to the operation of Section 1.5(a)(ii) or (iii), 1.5(c) or 3.4 with respect to such
Lender, it will, if requested by the Borrower, use reasonable efforts (subject to
overall policy considerations of such Lender) to designate another lending office for
any Loan affected by such event; provided, however, that such designation is made on
such terms that, in the sole judgment of such Lender, such Lender and its lending
office suffer no economic, legal or regulatory disadvantage, with the object of
mitigating or avoiding the consequences of the event giving rise to the operation
of such Section. Nothing in this Section 1.7 shall affect or postpone any of the
obligations of the Borrower or the right of any Lender provided in Section 1.5 or
Section 3.4.

1.8 Replacement
of Lenders. (i) If any Lender becomes a Defaulting Lender, (ii) upon the occurrence
of an event giving rise to the operation of Section 1.5(a)(ii) or (iii), Section
1.5(c) or Section 3.4 with respect to any Lender which results in such Lender charging
to the Borrower increased costs in excess of those being generally charged by the
other Lenders or (iii) in the case of a refusal by a Lender to consent to a proposed
change, waiver, discharge or termination with respect to this Agreement which has
been approved by the Required Lenders as provided in Section 13.12(b), the Borrower
shall have the right, if no Default or Event of Default then exists (or, in the case
of preceding clause (iii), will exist immediately after giving to such replacement),
to replace such Lender (the Replaced Lender) with one or more other Eligible
Transferees, none of whom shall constitute a Defaulting Lender at the time of such
replacement (collectively, the Replacement Lender) and each of whom shall be
required to be reasonably acceptable to the Administrative Agent, providedthat (i) at
the time of any replacement pursuant to this Section 1.8, the Replacement Lender
shall enter into one or more Assignment and Assumption Agreements pursuant to
Section 13.4(b) (with all fees payable under said Section 13.4(b) to be paid
by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all
of the Commitment and the outstanding Loans of the Replaced Lender and, in connection
therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the
sum of (I) the principal of, and all accrued and unpaid interest on, the outstanding
Loans of the Replaced Lender, plus (II) all accrued, but theretofore unpaid, Fees
owing to the Replaced Lender and (ii) all obligations of the Borrower due and owing to
the Replaced Lender at such time (other than those specifically described in
clause (i) above in respect of which the assignment purchase price has been, or is
concurrently being, paid) shall be paid in full to such Replaced Lender concurrently
with such replacement. Upon the execution of the respective Assignment and Assumption
Agreement, the payment of amounts referred to in clauses (i) and (ii) above, the
recordation of the assignment on the Register by the Administrative Agent pursuant
to Section 13.18 and, if so requested by the Replacement Lender, delivery to the
Replacement Lender of the appropriate Note or Notes executed by the Borrower, the
Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease
to constitute a Lender hereunder, except with respect to indemnification provisions
under this Agreement (including, without limitation, Sections 1.5, 1.6, 3.4, 12.8
and 13.1), which shall survive as to such Replaced Lender.

SECTION 2.
Fees; Termination or Reduction of Commitments.

2.1 Fees. (a)
The Borrower agrees to pay to the Administrative Agent, for distribution to each
Non-Defaulting Lender, a commitment fee (the Commitment Fee) for the period from
and including the Effective Date to but excluding the Commitment Termination Date
(or such earlier date as the Total Commitment has been terminated), computed at a
rate for each day equal to 0.45% per annum, on the daily amount of the Commitment of
such Lender. Accrued Commitment Fees shall be due and payable quarterly in arrears on
(i) the last Business Day of each March, June, September and December and (ii) the
Commitment Termination Date (or such earlier date upon which the Total Commitment is
terminated).

(b)      The Borrower
 agrees to pay to each Agent,  for its own account,  such fees as have been agreed to,
and that may be agreed to from time to time, between such Agent and the Borrower, when
and as due.

2.2 Voluntary
Termination or Reduction of Commitments. Upon at least three Business Days prior
written notice to the Administrative Agent at the Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the Borrower
shall have the right, without premium or penalty, to terminate or partially reduce
the Total Commitment; provided that (x) any such termination or partial reduction
shall apply proportionately and permanently to terminate or reduce the Commitment of
each of the Lenders and (y) any partial reduction pursuant to this Section 2.2 shall
be in the amount of at least $1,000,000.

2.3 Mandatory
Reduction of Commitments. (a) The Total Commitment shall terminate in its entirety on
May 15, 2003 unless the Initial Borrowing Date shall have occurred on or before such date.

(b)      In addition
to any other mandatory  commitment  reductions  pursuant to this Section 2.3, the Total
Commitment  shall (i) be reduced on each Borrowing Date (in each case,  after giving
effect to the making of Loans on each such date) in an amount  equal to the  aggregate
 principal  amount of Loans  incurred on each such date, (ii) terminate in its entirety
(to the extent not  theretofore  terminated) on the earlier of (x) 5:00 P.M.  (New York
time) on the  Commitment  Termination  Date,  whether or not any Loans are  incurred on
such date,  and (y) unless  the  Required  Lenders  otherwise  agree,  the date on which
a Change of Control occurs, and (iii) be reduced from time to time to the extent required
by Section 3.2(e).

(c)      Any
termination or reduction to the Total Commitment  pursuant to this Section 2.3 shall be
applied proportionately to permanently terminate or reduce, as the case may be, the
Commitment of each Lender.

SECTION 3.
Repayment, Prepayments and Taxes.

3.1 Voluntary
Prepayments. The Borrower shall have the right to prepay the Loans, without premium or
penalty, in whole or in part at any time and from time to time on the following terms
and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00
Noon (New York time) at the Notice Office at least five Business Days prior written
notice of its intent to prepay Loans (or such shorter notice period as may be
acceptable to the Administrative Agent), the amount of such prepayment and the
specific Borrowing or Borrowings pursuant to which such Loans were made, which
notice the Administrative Agent shall promptly transmit to each of the Lenders;
(ii) each partial prepayment of Loans shall be in an aggregate principal amount of
at least $1,000,000 and in integral multiples of $1,000,000 in excess thereof (or,
in either case, such lesser amount as may be acceptable to the Administrative Agent);
(iii) at the time of any prepayment of any LIBOR Loans pursuant to this Section 3.1
on any day other than the last day of an Interest Period applicable thereto, the
Borrower shall pay the amounts required pursuant to Section 1.6; (iv) each prepayment
of Loans pursuant to this Section 3.1 shall be applied to reduce the then remaining
Scheduled Repayments on a pro ratabasis (based on the then remaining unpaid
principal amounts of such Scheduled Repayments after giving effect to all prior
reductions thereto); and (v) each prepayment in respect of Loans made pursuant to a
Borrowing shall be applied pro rataamong the Loans of the Lenders comprising such
Borrowing.

3.2 Mandatory
Prepayments. (a) On each date set forth below, the Borrower shall repay that principal
amount of Loans, to the extent then outstanding, as is set forth opposite such date
(each such repayment, as the same may be reduced as provided in Sections 3.1 and 3.2(e),
a Scheduled Repayment):

| | ScheduledRepayment Date | Amount     
| | ----------------------- | -----------
|
| | May 9, 2006             | $27,000,000
| | November 9, 2006        | $27,000,000
| | May 9, 2007             | $27,000,000
| | November 9, 2007        | $27,000,000
| | Final Maturity Date     | $27,000,000

(b) In addition to any
other mandatory repayments or commitment reductions pursuant to this Section 3.2,
within five Business Days after each date on and after the Effective Date upon which
the Borrower or any of its Subsidiaries (other than Viña San Pedro S.A. and Compañía
Cervecerías Unidas Argentina S.A.) shall receive any cash proceeds from any Material
Disposition, the Borrower shall prepay outstanding principal of the Loans and/or
apply the same as a mandatory reduction to the Total Commitment in accordance with
Sections 3.2(e) and (f) in an amount equal to the product of (x) 100% of the Net
Disposition Proceeds of such Material Disposition multiplied by (y) a fraction, the
numerator of which is the sum of the aggregate outstanding principal amount of all
Loans and the Total Commitment (in each case as of the date of such Material Disposition
(but determined before giving effect to any repayment of Loans or reductions to the
Total Commitment on such date)) and the denominator of which is the aggregate
outstanding principal amount of the Borrowers Indebtedness for borrowed money (as
determined on such date (on an unconsolidated basis)); provided, however, that so
long as no Default or Event of Default shall then exist, such proceeds shall not be
required to be so applied within each such five Business Day period to the extent that
the Borrower shall have delivered a certificate to the Administrative Agent within each
such five Business Day period stating that such Net Disposition Proceeds shall
be used or shall be committed to be used (pursuant to a definitive binding agreement
(subject to customary and reasonable closing conditions)) to purchase replacement
assets or other assets (other than working capital) to be used in a Permitted
Business within 270 days following the date of such Material Disposition (which
certificate shall set forth the estimates of the proceeds to be so expended); and
provided further, that if all or any portion of such Net Disposition Proceeds not
required to be applied to the prepayment of outstanding Loans and/or as a reduction
to the Total Commitment is either (A) not so used or committed to be so used (pursuant
to a definitive binding agreement (subject to customary and reasonable closing
conditions)) within 270 days following the date of such Material Disposition or (B) if
committed to be so used (pursuant to a definitive binding agreement (subject to
customary and reasonable closing conditions)) within 270 days following the date of such
Material Disposition and not so used within 15 months following the date of such
Material Disposition, then, in either such case, such unused portion shall be applied
on the date which is 270 days following the date of such Material Disposition in the
case of clause (A) above or the date occurring 15 months following the date of such
Material Disposition in the case of clause (B) above (or such earlier date on which such
binding agreement is terminated) as a mandatory prepayment of principal of
outstanding Loans and/or as a reduction to the Total Commitment as provided in
Sections 3.2(e) and (f).

(c) In addition
to any other mandatory repayments or commitment reductions pursuant to this Section
3.2, within 10 days following each date on and after the Effective Date upon which the
Borrower or any of its Subsidiaries (other than Viña San Pedro S.A. and Compañía
Cervecerías Unidas Argentina S.A.) shall receive any cash proceeds from any
Material Recovery Event, the Borrower shall prepay outstanding principal of the
Loans and/or apply the same as a mandatory reduction to the Total Commitment
in accordance with Sections 3.2(e) and (f) in an amount equal to the product of (x)
100% of the Net Insurance Proceeds of such Material Recovery Event multiplied by (y) a
fraction, the numerator of which is the sum of the aggregate outstanding principal
amount of all Loans and the Total Commitment (in each case as of the date of such
Material Recovery Event (but determined before giving effect to any repayment of Loans
or reductions to the Total Commitment on such date)) and the denominator of
which is the aggregate outstanding principal amount of the Borrowers Indebtedness
for borrowed money (as determined on such date (on an unconsolidated basis));
provided, however, that so long as no Default or Event of Default shall then exist,
such proceeds shall not be required to be so applied within each such 10-day period
to the extent that the Borrower shall have delivered a certificate to the
Administrative Agent within each such 10-day period stating that such proceeds
shall be used or shall be committed to be used (pursuant to a definitive binding
agreement (subject to customary and reasonable closing conditions)) to replace or
restore any properties or assets in respect of which such Net Insurance Proceeds were
paid within 270 days following the date of the receipt of such proceeds (which
certificate shall set forth the estimates of the proceeds to be so expended); and
provided further, that if all or any portion of such proceeds is either (A) not so used
or committed to be so used (pursuant to a definitive binding agreement (subject
to customary and reasonable closing conditions)) within 270 days following the date of
such receipt or (B) if committed to be so used (pursuant to a definitive binding
agreement (subject to customary and reasonable closing conditions)) within 270 days
following the date of such receipt and not so used within 15 months following the date
of such receipt, then, in either case, such unused portion shall be applied on the date
which is 270 days following the date of such receipt in the case of clause (A) above or
the date occurring 15 months following the date of such receipt in the case of
clause (B) above (or such earlier date on which such binding agreement is
terminated) as a mandatory prepayment of principal of outstanding Loans and/or as a
reduction to the Total Commitment as provided in Sections 3.2(e) and (f).

(d) In addition
to any other mandatory repayments or commitment reductions pursuant to this Section
3.2, on each date on and after the Effective Date upon which the Borrower and/or the
Guarantor shall make an optional or voluntary prepayment on account of any
Indebtedness of such Person that is pari passu with the Loans, the Borrower shall
prepay outstanding principal of the Loans and/or apply the same as a mandatory
reduction to the Total Commitment in accordance with Sections 3.2(e) and (f) in an
amount equal to 100% of such optional or voluntary prepayment; provided, however,
that so long as no Default or Event of Default shall then exist, the Borrower shall
not be so required to prepay or apply such amounts on such date to the extent that the
relevant optional or voluntary prepayment made on such date was made in connection
with, or pursuant to, (i) revolving credit facilities of the Borrower and/or the
Guarantor incurred solely for the working capital purposes of the Borrower or the
Guarantor, as applicable, (ii) that certain Senior Unsecured Multiple Draw Term
Loan Credit Agreement, dated as of October 25, 1996, among the Borrower, the banks,
financial institutions and other institutional lenders party thereto and Citibank,
N.A., as agent, solely to the extent that such optional or voluntary prepayment is made
with the proceeds of Loans incurred hereunder, (iii) UF-denominated bonds outstanding
as of the Effective Date and issued on September 30, 1994, by the Borrower in
Chile so long as (A) the funds used to make such voluntary or optional prepayment
were obtained from the incurrence of Indebtedness permitted to be incurred
hereunder, (B) the weighted average life to maturity of such Indebtedness is no
less than the weighted average life to maturity of such UF-denominated bonds and (C)
the final maturity date of such Indebtedness so incurred is at least one month
following the Final Maturity Date and (iv) credit facilities of the Borrower
and/or the Guarantor incurred solely for the purpose of financing acquisitions (to the
extent otherwise permitted hereunder) to the extent that the Indebtedness incurred
pursuant to such credit facilities has a maturity within 15 months from the date
of such incurrence (and such Indebtedness is repaid within such 15-month period).

(e)      Each amount
 required to be applied to outstanding  Loans and/or the Total  Commitment  pursuant to
Sections  3.2(b),  (c) and (d) shall be  applied  (1)  first,  as a  mandatory  repayment
 of  principal  of outstanding  Loans, and (2) second,  to the extent that all
outstanding Loans have been repaid in full or if no Loans are then  outstanding,  to
permanently  reduce the Total  Commitment.  The amount of each principal repayment  of
Loans made as  required by  Sections  3.2(b),  (c) and (d) shall be applied to reduce the
then Scheduled Repayments in inverse order of maturity.

(f) With respect
to each repayment of Loans required by this Section 3.2, the Borrower may designate
the specific Borrowing or Borrowings pursuant to which the relevant Loans to be
repaid were originally made; provided that (i) repayments of LIBOR Loans pursuant
to this Section 3.2 that are made on a day other than the last day of an Interest
Period applicable thereto shall be accompanied by any breakage costs and other
amounts owing to each Lender pursuant to Section 1.6 and (ii) each repayment of Loans
made pursuant to a Borrowing shall be applied pro rataamong the Loans of the
Lenders comprising such Borrowing. In the absence of a designation by the Borrower
as described in the preceding sentence, the Administrative Agent shall, subject to the
above, make such designation in its sole discretion.

(g)      In addition
to any other  mandatory  repayments  pursuant to this Section  3.2, the Borrower  shall
repay in full all then  outstanding  Loans on the earlier of (x) the Final  Maturity Date
and (y) unless the Required Lenders agree, on the date on which a Change of Control
occurs.

3.3 Method and
Place of Payment. Except as otherwise specifically provided herein, all payments under
this Agreement or under any Note shall be made to the Administrative Agent for the
account of the Lender or Lenders entitled thereto not later than 12:00 Noon (New York
time) on the date when due and shall be made in Dollars in immediately available
funds at the Payment Office. Any payments under this Agreement or under any Note that
are made later than 12:00 Noon (New York time) on any day shall be deemed to have
been made on the next succeeding Business Day. Whenever any payment to be made
hereunder or under any Note shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be payable
during such extension at the applicable rate in effect immediately prior to such
extension. In the event that any actions or operations must be undertaken to obtain
Dollars with respect to the payment of any amount due by the Borrower hereunder or
under any Note, interest shall continue to accrue on such amount until payment is
made to the Administrative Agents account in connection with such amount and
otherwise in the manner required hereunder. Nothing in this Agreement shall impair
any of the rights of the Administrative Agent or of the Lenders under this Agreement,
and nothing in this Agreement shall be construed to entitle the Borrower to refuse to
make payments hereunder or under any Note in Dollars for any reason whatsoever
(other than full and final payment indefeasibly in cash in Dollars of all amounts due
hereunder and under the Notes in accordance with the terms hereof and thereof),
including, without limitation, either of the following: (x) the purchase of Dollars
in the Cayman Islands and/or Chile by any means becomes more onerous or burdensome
for the Borrower than as of the Effective Date; or (y) the exchange rate in force
in the Cayman Islands and/or Chile increases significantly from that in effect as of
the Effective Date. All costs, expenses and taxes payable in connection with this
Section 3.3 shall be for the account of the Borrower.

3.4 Net Payments.
(a) All payments made by any Credit Party hereunder (including any payments made by
the Guarantor pursuant to Section 10) or under any Note will 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, levies,
imposts, duties, fees, assessments or other charges of whatever nature now or
hereafter imposed by any jurisdiction or by any political subdivision or taxing
authority thereof or therein with respect to such payments (but excluding,
except as provided in the second succeeding sentence, any tax imposed on or measured
by the net income (or any franchise tax based on the net income) of a Lender,
pursuant to the laws of the jurisdiction in which it is organized or the
jurisdiction in which the principal office or applicable lending office of such
Lender is located or any subdivision thereof or therein) and all interest, penalties or
similar liabilities with respect thereto (collectively, Taxes). If any Taxes are
so levied or imposed, each Credit Party jointly and severally agrees to pay the full
amount of such Taxes, and such additional amounts as may be necessary so that every
payment of all amounts due under this Agreement or under any Note, after withholding
or deduction for or on account of any Taxes, will not be less than the amount
provided for herein or in such Note. If any amounts are payable in respect of Taxes
pursuant to the preceding sentence, each Credit Party shall jointly and severally
be obligated to reimburse each Lender, upon the written request of such Lender, for
taxes imposed on or measured by the net income (or any franchise tax based on the
net income) of such Lender pursuant to the laws of the jurisdiction in which such
Lender is organized or in which the principal office or applicable lending office
of such Lender is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which such Lender is organized or in which the
principal office or applicable lending office of such Lender is located and for any
withholding of taxes as such Lender shall determine are payable by, or are
withheld from, such Lender in respect of such amounts so paid to or on behalf of such
Lender pursuant to the preceding sentence and in respect of any amounts paid to or
on behalf of such Lender pursuant to this sentence. Each Credit Party will furnish to
the Administrative Agent within 45 days after the date the payment of any Taxes
is due pursuant to applicable law certified copies of tax receipts evidencing such
payment by such Credit Party. Each Credit Party jointly and severally agrees to
indemnify and hold harmless each Lender, and reimburse such Lender upon its written
request, for the amount of any Taxes so levied or imposed and paid by such Lender.

(b) If any Credit
Party pays any additional amount under this Section 3.4 to a Lender and such Lender
determines in its sole discretion that it has actually received or realized in
connection therewith any refund or any reduction of, or credit against, its Tax
liabilities in or with respect to the taxable year in which the additional amount is
paid (a Tax Benefit), such Lender shall pay to such Credit Party an amount that such
Lender shall, in its sole discretion, determine is equal to the net benefit, after
tax, which was obtained by the Lender in such year as a consequence of such Tax
Benefit; provided, however, that (i) any Lender may determine, in its sole
discretion consistent with the policies of such Lender, whether to seek a Tax
Benefit; (ii) any Taxes that are imposed on a Lender as a result of a disallowance or
reduction (including through the expiration of any tax credit carryover or
carryback of such Lender that otherwise would not have expired) of any Tax Benefit
with respect to which such Lender has made a payment to any Credit Party pursuant
to this Section 3.4(b) shall be treated as a Tax for which such Credit Party is
obligated to indemnify such Lender pursuant to this Section 3.4 without any exclusions
or defenses; (iii) nothing in this Section 3.4(b) shall require any Lender to
disclose any confidential information to any Credit Party (including, without
limitation, its tax returns); and (iv) no Lender shall be required to pay any Credit
Party any amount pursuant to this Section 3.4(b) at any time that a Default or an
Event of Default exists.

(c)      Each Lender
 agrees  that it will use  reasonable  efforts  (consistent  with legal and  regulatory
restrictions  and  subject to overall  policy  considerations  of such  Lender) to file
any  certificate  or document or to furnish any  information  reasonably  requested  by
the Borrower  pursuant to any  applicable treaty,  law or regulation if the making of
such filing or the  furnishing of such  information  would avoid the need for or reduce
the amount of any  additional  amounts  payable by any Credit Party  pursuant to this
Section 3.4 and would not, in the sole judgment of such Lender, be disadvantageous to
such Lender.

SECTION 4.
Conditions Precedent to the Incurrence of Loans on the Initial Borrowing
Date. The obligation of each Lender to make Loans on the Initial Borrowing Date
pursuant to Section 1.1(a) is subject, at the time of the making of such Loans, to
the satisfaction of the following conditions:

4.1 Execution of
Agreement; Notes; Amendments to Notes; Irrevocable Power of Attorney.  The Effective
Date shall have occurred and there shall have been delivered to the Administrative
Agent for the account of each Lender the appropriate Note or Notes executed by the
Borrower, in each case, in the amount, maturity and as otherwise provided herein
and unconditionally guaranteed (por aval) by the Guarantor. Together with each Note
executed and delivered by the Borrower, the Borrower shall have executed and
delivered to the Administrative Agent (for the account of each Lender) (i) four
amendments to each Note, executed in blank in the form of Exhibit L, and (ii) the
irrevocable power of attorney relating to each Note in the form of Exhibit M.

4.2 No Default;
Representations and Warranties.  On the Initial Borrowing Date and also after giving
effect to the incurrence of Loans on such date (i) there shall exist no Default or
Event of Default and (ii) all representations and warranties contained herein and in
the other Credit Documents shall be true and correct in all material respects with the
same effect as though such representations and warranties had been made on and as
of the Initial Borrowing Date (it being understood and agreed that any
representation or warranty which by its terms is made as of a specified date shall be
required to be true and correct in all material respects only as of such specified date).

4.3 Notice of
Borrowing.  The Administrative Agent shall have received a Notice of Borrowing duly
executed by the Borrower and meeting the requirements of Section 1.1(b).

4.4 Corporate
Documents; Proceedings. (a) The Administrative Agent shall have received a certificate
from each Credit Party, dated the Initial Borrowing Date, signed by the President or
any Vice President (or, in the case of the Guarantor, an authorized representative)
of such Credit Party, and attested to by a Director or the general manager of such
Credit Party, as applicable, substantially in the form of Exhibit C with
appropriate insertions, together with copies of the certificate or articles
of incorporation, by-laws (estatutos sociales) or equivalent organizational
documents (including, without limitation, any amendments or modifications
thereto) of such Credit Party and the resolutions of such Credit Party referred to in
such certificate and all of the foregoing shall be reasonably satisfactory to the
Agents (acting jointly).

(b)      All corporate
and legal  proceedings  and all  instruments  and  agreements in connection  with the
transactions   contemplated  by  this  Agreement  and  the  other  Credit   Documents
 shall  be  reasonably satisfactory in form and substance to the Agents (acting jointly),
 and the Administrative  Agent shall have received  all  information  and  copies  of
 all  documents  and  papers,  including  records  of  corporate proceedings,
 governmental  approvals and good standing  certificates,  if any, which the Agents
 reasonably may have requested in connection  therewith,  such documents and papers where
appropriate to be certified by proper corporate or Governmental Authorities.

4.5 Opinions of
Counsel.  The Administrative Agent shall have received from (i) Vial y Palma Abogados,
special Chilean counsel to the Credit Parties, an opinion addressed to the Agents and
each of the Lenders and dated the Initial Borrowing Date, covering the matters set
forth in Exhibit D and such other matters incident to the transactions contemplated
herein as the Agents may reasonably request, (ii) Milbank, Tweed, Hadley & McCloy
LLP, special New York counsel to the Credit Parties, an opinion addressed to the
Agents and each of the Lenders and dated the Initial Borrowing Date, covering the
matters set forth in Exhibit E and such other matters incident to the transactions
contemplated herein as the Agents may reasonably request, (iii) Maples and Calder,
special Cayman Islands counsel to the Credit Parties, an opinion addressed to the
Agents and each of the Lenders and dated the Initial Borrowing Date, covering the
matters set forth in Exhibit F and such other matters incident to the transactions
contemplated herein as the Agents may reasonably request and (iv) the General Counsel
of the Credit Parties, an opinion addressed to the Agents and each of the Lenders and
dated the Initial Borrowing Date, covering the matters set forth in Exhibit G and such
other matters incident to the transactions contemplated herein as the Agents may
reasonably request.

4.6 Adverse
Change. (a) Since December 31, 2002, nothing shall have occurred (and no Agent
shall have become aware of any facts or conditions not previously known) which the
Agents (acting jointly) or the Required Lenders shall determine has had, or could
reasonably be expected to have, a Material Adverse Effect.

(b)      There shall
not have occurred and be continuing (i) any material  adverse change in the syndication
market  for  credit  facilities  similar  in nature to the  Loans,  (ii) any  material
 disruption  of, or a material  adverse change in,  financial,  banking or capital
markets  (including,  without  limitation,  the market for debt  instruments  of public
or private  Chilean  issuers in Chile and/or the United States) that could materially
impair the syndication of the Loans or (iii) any material  disruption of political,
 social or economic  conditions  (including the outbreak of hostilities) in Chile or in
the currency  exchange rates or exchange  controls in Chile,  in each case as  determined
 by the Agents  (acting  jointly) in their sole discretion.

4.7 Governmental
and Other Approvals. All necessary corporate, governmental (domestic and foreign
(including, without limitation, Chilean and Cayman Islands)) and third party approvals
and/or consents in connection with the Loans and the Credit Documents or otherwise
referred to herein or therein shall have been obtained and remain in effect, and all
applicable waiting periods with respect thereto shall have expired without any action
being taken by any competent authority which, in the reasonable judgment of the Agents
(acting jointly) or the Required Lenders, restrains, prevents or imposes
materially adverse conditions upon the Loans or the other transactions
contemplated herein. There shall not exist any statute, rule, regulation,
judgment, order, injunction or other restraint promulgated, enacted, entered, issued
or filed, as the case may be, prohibiting, restricting or otherwise imposing
materially adverse conditions upon the Loans or any of the transactions contemplated
herein, as determined by the Agents (acting jointly) in their reasonable
discretion. The Borrower and the Guarantor shall have made all necessary filings
and registrations with Chilean and Cayman Islands authorities in connection with the
Loans, this Agreement and the matters contemplated herein (including, without
limitation, any filing and registration of this Agreement, the Loans, the Notes
and/or the Guaranty required to be made with the Central Bank of Chile pursuant to
Chapters VIII and X of its Compendium of Foreign Exchange Regulations).

4.8 Litigation.
There shall be no actions, suits or proceedings (governmental or other) pending or
threatened (i) with respect to the Loans or any Credit Document or (ii) which the Agents
(acting jointly) or the Required Lenders shall determine has had, or could
reasonably be expected to have, a Material Adverse Effect.

4.9 Projections.
There shall have been delivered to the Agents and the Lenders detailed projected
consolidated financial statements of the Borrower and its Subsidiaries prepared,
approved and certified by the Chief Financial Officer or the Chief Operating Officer
of the Borrower for the period commencing on the Initial Borrowing Date and ending
December 31, 2007 (the Projections), which Projections (x) shall reflect the
forecasted consolidated financial condition and income and expenses of the Borrower
and its Subsidiaries (taken as a whole) after giving effect to the Loans and the other
transactions contemplated hereby and (y) shall be satisfactory in form and substance to
the Agents and the Required Lenders.

4.10 Payment of
Fees.  The Borrower shall have paid to each Agent and each Lender all fees, costs and
expenses (including, without limitation, reasonable legal fees and expenses)
payable to such Agent and such Lender to the extent (and in such amounts) then due
(subject, however, to any limitations set forth in the Commitment Letter).

4.11 Consent
Letter. The Administrative Agent shall have received a letter from CT Corporation
System, presently located at 111 Eighth Avenue, New York, New York 10011,
substantially in the form of Exhibit H, indicating its consent to its appointment by
each Credit Party as their agent to receive service of process as specified in
Section 13.8(a).

4.12 Solvency
Certificate; Insurance, etc. The Administrative Agent shall have received:

| | (a)    
     a solvency  certificate in the form of Exhibit I from the Chief Financial  Officer
of the Borrower,          dated the Initial  Borrowing Date, and supporting the
conclusion  that,  after giving effect to the          incurrence of all financings
 contemplated  herein,  the Borrower (on a stand-alone  basis) and the          Borrower
and its  Subsidiaries (on a consolidated  basis),  in each case, (i) are not insolvent
and          will not be rendered insolvent by the indebtedness  incurred in connection
herewith,  (ii) will not          be  left  with  unreasonably  small  capital  with
 which  to  engage  in its or  their  respective          businesses,  (iii) will not
have  incurred  debts beyond its or their  ability to pay such debts as          they
mature and become due and (iv) will not be in  cesación  de pagos as such term is
 construed          under Chilean law; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)    
     evidence of  insurance  complying  with the  requirements  of Section  7.3(ii) for
the business and          properties of the Borrower and its Subsidiaries.
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4.13 Trading in
Securities; Banking Moratorium. (i) Trading in securities generally on the New York
Stock Exchange, the American Stock Exchange or the principal Chilean or Cayman
Islands stock exchanges shall not have been suspended and minimum or maximum prices
shall not have been established on any such exchange and (ii) a banking moratorium
shall not have been declared by New York, United States, Chilean or Cayman Islands
authorities.

4.14 Taxes. All
Taxes due and payable, including, without limitation, all stamp and documentary taxes,
to the extent applicable, shall have been paid in full and evidence of such
payment shall have been provided to the Agents.

4.15 Fianza y
Codeuda Solidaria. The Guarantor shall have duly authorized, executed and delivered,
in the form of a public deed (escritura pública) in Chile, a Fianza y Codeuda
Solidariain the form of Exhibit J (as modified, amended or supplemented from time
to time, the Chilean Guaranty), and the Chilean Guaranty shall be in full force
and effect (and all related filing fees and stamp and documentary taxes (to the extent
applicable) shall have been duly paid by the Guarantor).

The  occurrence of the
Initial  Borrowing  Date and the  acceptance of the proceeds of the Loans on such date
shall  constitute  a  representation  and warranty by each Credit Party to the Agents and
the Lenders that all the conditions  specified in this Section 4 and  applicable to such
Borrowing  exist as of such time.  All of the Notes,  certificates,  legal opinions and
other  documents and papers  referred to in this  Section 4, unless  otherwise
 specified,  shall be  delivered  to the  Administrative  Agent at the Notice Office for
the account of each of the Lenders and, except for the Notes,  in sufficient
 counterparts or copies for each of the Lenders and shall be in form and substance
 reasonably  satisfactory to the Agents (acting jointly).

SECTION 5.
Conditions Precedent to the Subsequent Borrowing Date. The obligation of each
Lender to make Loans after the Initial Borrowing Date pursuant to Section 1.1(a) is
subject, at the time of such Borrowing, to the satisfaction of the following conditions:

5.1 No Default;
Representations and Warranties. At the time of such Borrowing and also after giving
effect thereto (i) there shall exist no Default or Event of Default and (ii) all
representations and warranties contained herein and in the other Credit Documents
shall be true and correct in all materials respects with the same effect as though such
representations and warranties had been made on the date of such Borrowing (it being
understood and agreed that any representation or warranty which by its terms is made
as of a specified date shall be required to be true and correct in all material
respects only as of such specified date).

5.2 Notice of
Borrowing. The Administrative Agent shall have received a Notice of Borrowing duly
executed by the Borrower and meeting the requirements of Section 1.1(b).

5.3 Subsequent
Legal Opinions. If, at the time of such Borrowing, the Administrative Agent or the
Required Lenders shall have reasonably requested the same, the Administrative Agent
shall have received from counsel (who shall be reasonably satisfactory to the
Agents) for the Credit Parties an opinion or opinions in form and substance
reasonably satisfactory to the Agents, addressed to each Agent and the Lenders and
dated the date of such Borrowing, covering such of the matters set forth in the
opinions of counsel required to be delivered pursuant to Section 4.5 as the
Agents or the Required Lenders, as applicable, shall specify and such other matters
incident to the transactions contemplated herein as the Agents or the Required
Lenders, as applicable, may reasonably request.

5.4 Notes. The
Borrower shall have delivered to the Administrative Agent for the account of each
Lender a Note or Notes, as the case may be, complying with the provisions of Section
1.1(d)(i). Together with each Note executed and delivered by the Borrower, the
Borrower shall have executed and delivered to the Administrative Agent (for the
account of each Lender) (i) four amendments to each Note, executed in blank in the
form of Exhibit L, and (ii) the irrevocable power of attorney relating to each Note
in the form of Exhibit M.

The acceptance of the
proceeds of the Loans pursuant to such Borrowing shall  constitute a representation  and
warranty by each Credit  Party to the Agents and the Lenders that all of the  conditions
specified in this  Section 5 and  applicable  to such  Borrowing  exist as of such time.
 All of the notices and legal  opinions  referred to in this Section 5, unless  otherwise
 specified,  shall be delivered to the Administrative  Agent  at the  Notice  Office  for
the  account  of each of the  Lenders  and in  sufficient counterparts  or copies for
each of the Lenders and shall be in form and substance  reasonably  satisfactory to the
Agents (acting jointly).

SECTION 6.
Representations, Warranties and Agreements. In order to induce the Lenders to
enter into this Agreement and to make the Loans provided for herein, each Credit
Party makes the following representations, warranties and agreements (as to itself
and its Subsidiaries), in each case after giving effect to the transactions
contemplated hereby, all of which shall survive the execution and delivery of this
Agreement and the Notes and the making of the Loans (with the occurrence of each
Borrowing Date being deemed to constitute a representation and warranty that the
matters specified in this Section 6 are true and correct in all material respects
on and as of such Borrowing Date, unless stated to relate to a specific earlier
date, in which case such representation and warranty shall be true and correct in
all material respects as of such earlier date):

6.1 Corporate
Status. Each Credit Party and each of its Subsidiaries (i) is a duly organized and
validly existing sociedad anónimaor sociedad de responsabilidad limitada, in good
standing (to the extent such concept is relevant in such jurisdiction) under the laws
of the jurisdiction of its incorporation or organization, (ii) has the corporate
power and authority to own its property and assets and to transact the business in
which it is engaged and presently proposes to engage and (iii) is duly qualified and
is authorized to do business and (to the extent such concept is relevant in such
jurisdiction) is in good standing in each jurisdiction where the ownership, leasing
or operation of its property or the conduct of its business requires such
qualifications, except for (x) failures by a Subsidiary of any Credit Party (other
than the Guarantor or any Material Subsidiary) to be so organized, existing or in
good standing under clause (i) above, (y) failures by a Subsidiary of any Credit Party
(other than the Guarantor or any Material Subsidiary) to have such power or authority
under clause (ii) above and (z) failures by any Credit Party or any of its
Subsidiaries to be so qualified under clause (iii) above, which, in each such case,
either individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. The Borrower also is duly registered and in good standing as
a registered foreign company under the laws of the Cayman Islands and is in full
compliance with all of the requirements thereof, including, without limitation, the
maintenance of agents for service of process as required by the laws of the Cayman
Islands.

6.2 Corporate
Power and Authority. Each Credit Party has the corporate power and authority to
execute, deliver and perform the terms and provisions of each of the Credit
Documents to which it is a party and has taken all necessary corporate action to
authorize the execution, delivery and performance by it of each of such Credit
Documents. Each Credit Party has duly executed and delivered each Credit
Document to which it is a party, and each such Credit Document constitutes its legal,
valid and binding obligation enforceable in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditorsrights generally
and to equitable principles (regardless of whether enforcement is sought in equity or
at law).

6.3 No Immunity.  No
Credit Party, nor any of its respective properties, has any right of immunity on the
grounds of sovereignty or otherwise from the jurisdiction of any court or from
setoff or any legal process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) under the laws of
any jurisdiction. Each Credit Party is subject to commercial and civil law
(including, without limitation, Chilean and Cayman Islands law, as applicable) with
respect to its obligations hereunder and the execution and delivery of the Credit
Documents to which it is a party and the performance by each of its obligations
thereunder constitute private and commercial acts (jure gestionis acts) rather than
public or governmental acts (jure imperii acts).

6.4 No Violation.
Neither the execution, delivery or performance by any Credit Party of the Credit
Documents to which it is a party, nor compliance by it with the terms and provisions
thereof, nor the consummation of the transactions contemplated herein or therein,
(i) will contravene any provision of any applicable law, statute, rule or
regulation, or any order, writ, injunction or decree of any court or Governmental
Authority, (ii) will conflict or be inconsistent with, or result in any breach of, any
of the terms, covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of (or the obligation to create or impose) any
Lien upon any of the property or assets of such Credit Party or any of its Subsidiaries
pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement,
credit agreement or any other material agreement, contract or instrument to which
such Credit Party or any of its Subsidiaries is a party or by which it or any of its
property or assets is bound or to which it may be subject or (iii) will violate any
provision of the certificate or articles of incorporation or by-laws (estatutos
sociales) (or equivalent organizational or other charter documents) of such Credit
Party or any of its Subsidiaries.

6.5 Approvals.
No order, consent, approval, license, authorization or validation of, or filing,
recording or registration with (except those that have otherwise been obtained or made
on or prior to the Initial Borrowing Date and which remain in full force and effect
on the Initial Borrowing Date), or exemption by, any Governmental Authority, or
any subdivision thereof, is required to authorize, or is required in connection
with, (w) the execution, delivery and performance of any Credit Document
(including, without limitation, the payment of any of the amounts described in
Section 3.4), (x) the legality, validity, binding effect or enforceability of any
such Credit Document, (y) the ability of the Borrower to obtain Dollars to comply with
its payment obligations under this Agreement punctually in Dollars in the Formal
Market with respect to those payments and to apply such Dollars to the satisfaction of
its obligations hereunder in accordance with the terms hereof and (z) the
admissibility of this Agreement in evidence in the courts of Chile or in the
Cayman Islands, except that in order for this Agreement to be admissible in evidence
in judicial proceedings in a Chilean court, this Agreement would first have to be
translated into the Spanish language by a licensed public translator who certifies as
to the accuracy thereof, unless executed in Spanish by all of the parties thereto
(which procedure could be carried out in relation to any document at any time prior to
such document being admitted as evidence in a proceeding held in Chilean courts).

6.6 Financial
Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The
audited Financial Statements of the Borrower and its Subsidiaries for the Applicable
Fiscal Years, copies of which have been furnished to the Lenders prior to the Initial
Borrowing Date, present fairly in all material respects the consolidated financial
position of the Borrower and its Subsidiaries at the dates of such Financial Statements
and for the periods covered thereby. All of the foregoing Financial Statements have
been prepared in accordance with Chilean GAAP consistently applied.

(b)      Since
 December 31,  2002,  there has been no change in the  condition  (financial  or
 otherwise), business,  operations,  assets,  properties,  liabilities  or  prospects  of
 the  Borrower  or  any  of its Subsidiaries  that,  either  individually  or in the
aggregate,  has had or could  reasonably be expected to have a Material Adverse Effect.

(c) On and as of
each Borrowing Date and after giving effect to the incurrence of the Loans on each
such Borrowing Date, (i) the sum of the tangible and intangible assets, at a fair
valuation, of each of the Borrower on a stand-alone basis and of the Borrower and its
Subsidiaries taken as a whole will exceed its debts; (ii) each of the Borrower on a
stand-alone basis and the Borrower and its Subsidiaries taken as a whole has not
incurred and does not intend to incur, and does not believe that it will incur,
debts beyond its ability to pay such debts as such debts mature; (iii) each of the
Borrower on a stand alone basis and the Borrower and its Subsidiaries taken as a
whole will have sufficient capital with which to conduct its business; and (iv) none
of the Borrower or any of its Subsidiaries will be in cesación de pagos as such
term is construed under Chilean law. For purposes of this Section 6.6(c), debt means
any liability on a claim, and claim means (i) right to payment, whether or not
such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or
(ii) right to an equitable remedy for breach of performance if such breach gives rise
to a payment, whether or not such right to an equitable remedy is reduced to judgment,
fixed, contingent, matured, unmatured, disputed, undisputed, secured or
unsecured. The amount of contingent liabilities at any time shall be computed as
the amount that, in the light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or matured
liability.

(d)      Except as
fully  disclosed in the Financial  Statements  referred to in Section  6.6(a),  as of the
Initial  Borrowing  Date (and after  giving  effect to the  transactions  contemplated
 herein) or otherwise expressly  disclosed  in  writing  to each of the  Lenders  prior
 to the date  hereof,  (i)  there  were no liabilities  or  obligations  with  respect to
any  Credit  Party or any of its  Subsidiaries  of any nature whatsoever  (whether
 absolute,  accrued,  contingent  or  otherwise  and whether or not due) which,  either
individually  or in  aggregate,  could  reasonably  be expected  to be  material to any
Credit  Party or any Credit Party and its  Subsidiaries  taken as a whole and (ii) none
of the Credit  Parties knows of any basis for the  assertion  against it or any of its
 Subsidiaries  of any  liability  or  obligation  of any nature whatsoever which, either
 individually or in the aggregate,  could reasonably be expected to have a Material
Adverse Effect.

(e)      The
 Projections  delivered to the Agents and the Lenders prior to the Initial  Borrowing
Date have been  prepared  in good  faith and are based on  reasonable  assumptions,  and
 there are no  statements  or conclusions in the Projections  which are based upon or
include  information known to any Credit Party to be misleading in any material  respect
or which fail to take into account  material  information  known to such Credit Party
 regarding the matters  reported  therein.  Each Credit Party believes that the
Projections are reasonable  and  attainable,  it being  recognized by the Lenders,
 however,  that  projections as to future events are not to be viewed as facts and that
the  actual  results  during the period or periods  covered by the Projections may differ
from the projected results.

6.7 Ranking.  The
obligations of the Credit Parties under (or in respect of) the Loans and the Credit
Documents constitute unsecured, unconditional and unsubordinated Indebtedness of the
Credit Parties and rank and will rank at least pari passuin priority of payment and
in all other respects with all other present and future senior unsecured unsubordinated
Indebtedness of the Credit Parties.

6.8 Litigation.
There are no actions, suits or proceedings (including, without limitation, any
Environmental Claims) pending or, to the best knowledge of any Credit Party,
threatened (i) with respect to the Loans or any Credit Document or (ii) that,
either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

6.9 True and
Complete Disclosure. All factual information (taken as a whole) furnished by or
on behalf of any Credit Party in writing to any Agent or any Lender (including,
without limitation, all information contained in the Credit Documents) for purposes
of or in connection with this Agreement, the other Credit Documents, or any
transaction contemplated herein or therein is, and all other such factual information
(taken as a whole) hereafter furnished by or on behalf of any such Persons in writing
to any Agent or any Lender will be true and accurate in all material respects on
the date as of which such information is dated or certified and not incomplete by
omitting to state any fact necessary to make such information (taken as a whole) not
misleading in any material respect at such time in light of the circumstances under
which such information was provided.

6.10 Use of
Proceeds; Margin Regulations.(a) Proceeds of the Loans will be used by the
Borrower solely to refinance Existing Indebtedness incurred by the Borrower, for the
acquisition of the capital stock of Compañía Cervecerías Unidas Argentina S.A.
from Inversiones ECUSA S.A. and for the general corporate and working capital
purposes of the Borrower.

(b)      Neither  the
 making  of any  Loan,  nor  the  use of the  proceeds  thereof,  will  violate  or be
inconsistent  with (x) the  provisions  of  Regulation  T, U or X of the Board of
 Governors  of the Federal Reserve  System or (y) the  requirements  of the Central Bank
of Chile or any other  Governmental  Authority and no part of the  proceeds  of any Loan
will be used to  purchase  or carry any Margin  Stock or to extend credit for the purpose
of purchasing or carrying any Margin Stock.

6.11 Tax Returns
and Payments. Each of the Borrower and each of its Subsidiaries has timely filed all
national and material local income tax returns and all other material tax returns,
statements, forms and reports for taxes, domestic and foreign (the Returns)
required to be filed by or with respect to the income properties or operations of the
Borrower and/or any of its Subsidiaries. The Returns accurately reflect in all
material respects all material liabilities for taxes of the Borrower and its
Subsidiaries for the taxes covered thereby, except for taxes contested in good faith
and adequately disclosed and fully provided for on the Financial Statements in
accordance with Chilean GAAP (or such other applicable generally accepted
accounting principles in the relevant jurisdiction). Each of the Borrower and its
Subsidiaries has paid all material taxes and assessments payable by it which have
become due, except for those that are being contested in good faith and adequately
disclosed and fully provided for on the Financial Statements in accordance with
Chilean GAAP (or such other applicable generally accepted accounting principles in
the relevant jurisdiction). There is no action, suit, proceeding, investigation,
audit, or claim now pending or, to the knowledge of any Credit Party, threatened,
by any Governmental Authority regarding any taxes relating to the Borrower or
any of its Subsidiaries that, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

6.12 Properties.
Each of the Borrower and each of its Subsidiaries has good and marketable title to,
or a valid subsisting leasehold interest in, all material properties (for the
Borrower and its Subsidiaries taken as a whole) owned or leased by it, including
all material property reflected in the balance sheets referred to in Section 6.6(a)
(except such properties sold or otherwise disposed of since the dates of such balance
sheets in the ordinary course of business or as otherwise permitted under this
Agreement), free and clear of all Liens, other than Permitted Liens. Each of the
Borrower and each of its Subsidiaries holds all material licenses, certificates and
clearances of municipal and other authorities necessary to own and operate its
properties in the manner and for the purposes currently operated by it. There are no
actual, threatened or alleged defaults with respect to any leases of real property
under which the Borrower or any of its Subsidiaries is lessor or lessee which,
either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

6.13
Capitalization. (a) On the Initial Borrowing Date, the authorized capital stock
of the Borrower shall consist of 318,502,872 shares of common stock, no par value per
share, all of which shares shall be issued and outstanding and 196,137,960 of which
shares shall be owned by IRSA. All outstanding shares of capital stock of the Borrower
have been duly and validly issued, are fully paid and nonassessable and free and clear
of all Liens.

(b) On the
Initial Borrowing Date, the aggregate capital of the Guarantor is equal to 28,388
million Chilean pesos. On the Initial Borrowing Date, the Borrower owns 99.99% of the
equity interests (quotas) of the Guarantor. All of the equity interests (quotas) of
the Guarantor have been fully paid and are free and clear of any Liens.

6.14 Subsidiaries.
On and as of the Initial Borrowing Date, the Borrower has no Subsidiaries other
than those Subsidiaries listed on Schedule III (including, without
limitation, all Material Subsidiaries). Schedule III sets forth, as of the
Initial Borrowing Date, the percentage ownership (direct and indirect) of the
Borrower in each class of capital stock and other equity interests of each of its
Subsidiaries and also identifies the direct owner thereof. Schedule III also
identifies whether any Subsidiary listed therein is a Material Subsidiary. All
outstanding shares of capital stock of each Subsidiary of the Borrower that is a
corporation have been duly and validly issued, are fully paid and non assessable and
are free and clear of all Liens. All equity interests of each Subsidiary that
is a sociedad de responsabilidad limitadaare fully paid and free and clear of all
Liens. No Subsidiary of the Borrower has outstanding any securities convertible
into or exchangeable for its capital stock or outstanding any right to subscribe
for or to purchase, or any options or warrants for the purchase of, or any agreement
providing for the issuance (contingent or otherwise) of or any calls, commitments or
claims of any character relating to its capital stock or any stock appreciation or
similar rights.

6.15 Compliance
with Statutes, etc. Each of the Borrower and each of its Subsidiaries is in compliance
with all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all Governmental Authorities, domestic or foreign, in
respect of the conduct of its business and the ownership of its property (including,
without limitation, any Environmental Laws and social security and pension laws),
except such noncompliances as could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

6.16 Investment
Company Act. No Credit Party is an investment company or a company controlled by
an investment company within the meaning of the Investment Company Act of 1940, as
amended.

6.17 Public
Utility Holding Company Act. No Credit Party is a holding company, or a subsidiary
company of a holding company, or an affiliate of a holding company or of a subsidiary
company of a holding company within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

6.18 Labor
Relations. Neither the Borrower nor any of its Subsidiaries is engaged in any unfair
labor practice that, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. There is (i) no unfair labor practice
complaint pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of any Credit Party, threatened against the Borrower or any of its
Subsidiaries, and no grievance or arbitration proceeding arising out of or under
any collective bargaining agreement is pending against the Borrower or any of its
Subsidiaries or, to the best knowledge of any Credit Party, threatened against the
Borrower or any of its Subsidiaries, (ii) no strike, labor dispute, slowdown or
stoppage pending against the Borrower or any of its Subsidiaries or, to the best
knowledge of any Credit Party, threatened against the Borrower or any of its
Subsidiaries and (iii) no union representation question existing with respect to
the employees of the Borrower or any of its Subsidiaries and, to the best knowledge
of any Credit Party, no union organizing activities are taking place, except (with
respect to any matter specified in clause (i), (ii) or (iii) above, either
individually or in the aggregate) such as could not reasonably be expected to have
a Material Adverse Effect.

6.19 Patents,
Licenses, Franchises and Formulas. Each of the Borrower and each of its
Subsidiaries owns or has a valid existing license to use all the patents, trademarks,
permits, service marks, trade names, copyrights, licenses, franchises, proprietary
information (including, but not limited to, rights in computer programs and databases)
and formulas, or rights with respect to the foregoing, and has obtained assignments of
all leases and other rights of whatever nature, necessary for the present conduct of
its business, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be, either individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect. To the best
knowledge of the Borrower and each of its Subsidiaries, no claim is pending that the
Borrower or any of its Subsidiaries infringes upon the asserted rights of any other
Person under any intellectual property, except for claims which could not, either
individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. To the best knowledge of the Borrower and each of its Subsidiaries, no claim
is pending that such intellectual property owned or licensed by the Borrower or any
Subsidiary thereof or which the Borrower or any Subsidiary thereof otherwise has the
right to use is invalid and unenforceable, except for claims which could not, either
individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.

6.20 Fees and
Enforcement. No fees or taxes, including, without limitation, stamp, transaction,
registration or similar taxes, are required to be paid to ensure the legality, validity
or enforceability of this Agreement or any of the other Credit Documents, except
for any stamp tax that may be payable in connection with the enforcement in Chile of
the Notes or any of the other Credit Documents. Under the laws of Chile and the
Cayman Islands, the choice of the laws of the State of New York as set forth in the
Credit Documents which are stated to be governed by the laws of the State of New York
is a valid choice of law, and the irrevocable submission by each Credit Party to
jurisdiction and consent to service of process and appointment by such Credit Party of
an agent for service of process, in each case as set forth in such Credit Documents, is
legal, valid, binding and effective.

6.21 Form of
Documentation. Each of the Credit Documents is in proper legal form under the laws
of Chile and the Cayman Islands for the enforcement thereof under such laws.

6.22 Withholding
Taxes. As of the Initial Borrowing Date, no Chilean or Cayman Islands withholding or
other taxes are required to be paid in respect of, or deducted from, any payment
required to be made by the Borrower under this Agreement, the Notes or any other Credit
Document.

6.23 Existing
Indebtedness.Schedule IV sets forth all Existing Indebtedness of the Borrower and
its Subsidiaries as of the Initial Borrowing Date, in each case, showing the
aggregate principal amount thereof and the name of the respective borrower and
any other entity which directly or indirectly guarantees such debt.

6.24 Cayman
Islands Branch. The Borrower is registered as a foreign company pursuant to the
Companies Law (2002 Revision) of the Cayman Islands and is also a corporation
(sociedad anónima) organized and existing under the laws of Chile. The Lenders have
direct recourse to all of the assets of the Borrower, whether located in or outside of
the Cayman Islands or Chile.

6.25 The Notes.
Each Note constitutes executive title (título ejecutivo) in Chile against the Borrower
and the Guarantor as aval and entitles the holder thereof to a summary proceeding
(acción ejecutiva) in Chile for the enforcement of each such Note to the extent that
the signatures of the Borrower and the Guarantor have been authorized by a Chilean
Notary Public (which authorization may be obtained at any time after the executed
thereof) and that a stamp tax, which as of the Initial Borrowing Date is computed at a
rate of 1.608% of the principal amount thereof, is paid if and when the Notes are brought
into Chile.

SECTION 7.
Affirmative Covenants. Each Credit Party hereby covenants and agrees that
on the Effective Date and thereafter for so long as this Agreement is in effect and
until the Total Commitment has terminated and the Loans and the Notes, together
with interest, Fees and all other Obligations incurred hereunder and thereunder
(other than indemnities described in Section 13.13 which are not yet due and payable),
are paid in full:

7.1 Information
Covenants. The Credit Parties will furnish to each Lender:

(a) Quarterly
Financial Statements. Unaudited Financial Statements for each of the first three fiscal
quarters of each fiscal year of (A) the Borrower, as soon as available and in any
event within five days after the same are filed with the United States Securities and
Exchange Commission on a consolidated basis, prepared in English and not including
notes to such Financial Statements, as provided in a report on Form 6-K of the
Borrower for such fiscal quarter, and (B) each of the Borrower and the Guarantor, as
soon as available and in any event (x) in connection with each such Persons
first and third fiscal quarters of each fiscal year, within 45 days and (y) in
connection with each such Persons second fiscal quarter of each fiscal year, within
60 days after the end of the respective fiscal quarters of each fiscal year of the
Borrower and the Guarantor, in each case prepared in Spanish and (1) each on a
consolidated basis, including notes to the Financial Statements, as provided in the
Borrowers quarterly filings under the Ficha Estadística Codificada Uniforme(the FECU)
and, in the case of the Guarantor, as would have been provided therein had such
filing been required or otherwise made by the Guarantor (it being understood
that the Guarantors Financial Statements shall not include any notes), and (2)
each on an unconsolidated basis, including notes to the Financial Statements, as
provided in the Borrowers quarterly filings under the FECU and, in the case of the
Guarantor, as would have been provided therein had such filing been required or
otherwise made by the Guarantor; and with all such Financial Statements to be duly
certified (subject to year-end audit adjustments) by the Chief Financial Officer of
the Borrower or the Guarantor, as applicable, as having been prepared in accordance with
Chilean GAAP.

(b) Annual
Financial Statements. Audited Financial Statements for each fiscal year of (A)
the Borrower, as soon as available and in any event within five days after the same
are filed with the United States Securities and Exchange Commission, prepared in
English and on a consolidated basis, including notes to the Financial Statements, as
provided in the Borrowers Annual Report on Form 20-F, and (B) each of the Borrower and
the Guarantor, as soon as available and in any event within 90 days after the end of
each fiscal year of the Borrower and the Guarantor, prepared in Spanish and (1) each
on a consolidated basis, including notes to the Financial Statements, as provided in
the Borrowers quarterly filings under the FECU and, in the case of the Guarantor, as
would have been provided therein had such filing been required or otherwise made by
the Guarantor, and (2) each on an unconsolidated basis, including notes to the
Financial Statements, as provided in the Borrowers quarterly filings under the FECU
and, in the case of the Guarantor, as would have been provided therein had such filing
been required or otherwise made by the Guarantor; and with all such Financial
Statements to be accompanied by an opinion acceptable to the Required Lenders of
PricewaterhouseCoopers LLP or other independent public accountants of recognized
international standing reasonably acceptable to the Agents, together with a certificate
of such accounting firm to the Lenders stating that in the course of the regular audit
of the business of the Borrower and its Subsidiaries and the Guarantor and its
Subsidiaries, as applicable, which audit was conducted by such accounting firm in
accordance with Chilean GAAP, such accounting firm has obtained no knowledge that a
Default or an Event of Default has occurred and is continuing, or if, in the opinion
of such accounting firm a Default or an Event of Default has occurred and is continuing,
a statement as to the nature thereof.

(c) Officers
Certificates. At the time of the delivery of the Financial Statements of the Borrower
and the Guarantor provided for in Sections 7.1(a) and (b), a certificate of the Chief
Financial Officer of the Borrower and the Guarantor, as applicable, to the effect
that, to the best of such officers knowledge, no Default or Event of Default has
occurred and is continuing or, if any Default or Event of Default has occurred and
is continuing, specifying the nature and extent thereof, each of which
certificates shall set forth in reasonable detail the calculations required to
establish whether the Borrower and its Subsidiaries and/or the Guarantor and its
Subsidiaries, as applicable, were in compliance with the provisions of Sections 8.7,
8.8 and/or 8.9, as applicable, as at the end of such fiscal quarter or year, as
applicable.

(d) Notice of
Default or Litigation. Promptly upon, and in any event within five Business Days after,
an officer of any Credit Party or any of its Subsidiaries obtains knowledge thereof,
notice of (i) the occurrence and continuance of any event which constitutes a Default
or an Event of Default, which notice shall specify the nature and period of
existence thereof and what action such Credit Party or such Subsidiary proposes
to take with respect thereto, (ii) any litigation or governmental investigation or
proceeding (including, without limitation, any Environmental Claims) pending (x)
against any Credit Party or any of its Subsidiaries that, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect, (y) with
respect to any material Indebtedness of any Credit Party or any of its Subsidiaries
or (z) with respect to any Credit Document and (iii) any other event (including
without limitation, pension-related) that, either individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

(e) Other Reports
and Filings. Promptly after the filing or delivery thereof, copies of all financial
information, proxy materials and reports, if any, which the Borrower or any of its
Subsidiaries shall publicly file with any Governmental Authority (including, without
limitation, the United States Securities and Exchange Commission and the SVS) or with
any international or national securities exchange (including, without limitation, the
New York Stock Exchange and the Bolsa de Comercio de Santiago) or deliver to
analysts and the holders of its Indebtedness pursuant to the terms of the
documentation governing such Indebtedness.

(f) Notice of
Mandatory Commitment Reductions and Repayments. On or prior to the date of any
mandatory reduction to the Total Commitment or any mandatory repayment of outstanding
Loans pursuant to any of Sections 3.2(b), (c) and/or (d), the Borrower shall provide
written notice of the amount of the respective reduction to the Total Commitment or
prepayment of outstanding Loans, as the case may be, and the calculation thereof (in
reasonable detail).

(g) Resolutions.
Within 30 days following the adoption thereof by the shareholders of the Borrower, a
copy of the relevant shareholders resolution governing the compensation of the Board
of Directors of the Borrower, providedthat such resolution shall only be required to be
delivered pursuant to this clause (g) to the extent that the method or amount (as a
percentage or otherwise) of compensation payable to the Board of Directors differs
from the method and amount of compensation payable as of the Effective Date or as of
the most recent date on which a resolution described in this clause (g) shall have been
delivered to each Lender.

(h) Other
Information. With reasonable promptness, such other information or documents
(financial or otherwise) with respect to the Borrower or any of its Subsidiaries as any
Agent or any Lender (through the Administrative Agent) may reasonably request from time
to time.

7.2 Books,
Records and Inspections. Each Credit Party will, and will cause each of its
Subsidiaries to, keep proper books of record and accounts in which full, true and
correct entries in conformity with Chilean GAAP and all requirements of law shall be
made of all dealings and transactions in relation to its business and activities.
Each Credit Party will, and will cause each of its Subsidiaries to, permit
officers and designated representatives of any Agent or any Lender to visit and inspect,
under guidance of officers of such Credit Party or such Subsidiary, any of the
properties of such Credit Party or such Subsidiary in whomsoevers possession,
and to examine the books of account of such Credit Party or such Subsidiary and
discuss the affairs, finances and accounts of such Credit Party or such Subsidiary
with, and be advised as to the same by, its and their officers and independent
accountants, all upon reasonable prior notice and at such reasonable times and
intervals and to such reasonable extent as such Agent or such Lender may reasonably
request.

7.3 Maintenance
of Property and Insurance. Each Credit Party will, and will cause each of its
Subsidiaries to, (i) keep all property necessary to its business in good working
order and condition, ordinary wear and tear excepted, (ii) maintain, with financially
sound and reputable insurance companies, insurance on all such property and liability
insurance in at least such amounts and against at least such risks and liabilities and
with such deductibles as is consistent and in accordance with industry practice for
companies of substantially similar size and scope of operations in the same or
substantially similar business and in the same geographical areas in which such Credit
Party or any of its Subsidiaries operates and (iii) furnish to the Administrative
Agent, upon written request, full information as to the insurance carried.

7.4 Corporate
Existence and Franchises; etc. Each Credit Party will, and will cause each of its
Subsidiaries to, do or cause to be done, all things necessary to preserve and keep
in full force and effect its existence and its material rights, easements, leases,
approvals, permits, franchises, licenses and patents; provided, however, that
nothing in this Section 7.4 shall prevent (i) sales of assets, mergers,
consolidations and other transactions by such Credit Party or any of its
Subsidiaries in accordance with Section 8.2 or (ii) the withdrawal by such Credit
Party or any of its Subsidiaries of its qualification as a foreign corporation in any
jurisdiction where such withdrawal could not reasonably be expected to have a Material
Adverse Effect.

7.5 Compliance
with Statutes. Each Credit Party will, and will cause (in accordance with applicable
law) each of its Subsidiaries to, comply with all applicable statutes, regulations,
permits and orders of, and all applicable restrictions imposed by, all Governmental
Authorities, domestic or foreign, in respect of the conduct of its business and the
ownership of its property (including, but not limited to, all Environmental Laws
and laws with respect to social security and pension fund obligations), except such
noncompliances as could not, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

7.6 End of Fiscal
Years and Fiscal Quarters. Each Credit Party will, for financial reporting
purposes, cause its (i) fiscal years to end on December 31 of each year and (ii) fiscal
quarters to end on March 31, June 30, September 30 and December 31 of each year;
provided, however, upon prior written notice to the Administrative Agent and the
Lenders, the Credit Parties may change their fiscal year end to another date which
is a fiscal quarter end as provided in preceding clause (ii).

7.7 Performance
of Obligations. Each Credit Party will, and will cause each of its Subsidiaries to,
perform all of its obligations under the terms of each mortgage, indenture,
security agreement, loan agreement and each other agreement, contract or
instrument by which it is bound, except such non-performances as could not,
either individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

7.8 Payment of
Taxes. Each Credit Party will pay and discharge, and will cause each of its
Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits, or upon any properties
belonging to it, prior to the date on which penalties attach thereto, and all
lawful claims for sums that have become due and payable which, if unpaid, would
become a Lien not otherwise permitted under Section 8.1(i); provided that neither any
Credit Party nor any of its Subsidiaries shall be required to pay any such tax,
assessment, charge, levy or claim which is immaterial or which is being contested
in good faith and by proper proceedings if it has maintained adequate reserves with
respect thereto in accordance with Chilean GAAP.

7.9 Stamp Tax.
Following the occurrence of any Default or Event of Default, and upon the request of
the Administrative Agent or the Required Lenders, the Borrower will immediately pay
all stamp taxes due and payable pursuant to Chilean law in connection with the
presentation and/or enforcement of any of the Notes in Chile.

7.10 Currency
Protection. No later than 90 days following the Initial Borrowing Date, the
Borrower will enter into (and thereafter maintain) currency Hedging Agreements
reasonably acceptable to the Agents establishing foreign exchange protection for an
aggregate amount equal to at least 35% of the Total Commitment (as in effect on the
Effective Date and prior to giving effect to any reduction thereto on such date),
which currency Hedging Agreements the Borrower shall maintain in full force and effect
(and in the same form, scope, substance and amount as indicated in this Section 7.10) at
all times.

7.11 Filings and
Registrations. Each Credit Party will make all filings and registrations required to
be made in connection with this Agreement, the Loans, the Chilean Guaranty, the Notes
and the other Credit Documents (including, without limitation, any filings required to be
made with the Central Bank of Chile).

7.12 Conversion
and Transfer of Dollars.Each Credit Party will take all actions necessary in order to
obtain Dollars and transfer such Dollars abroad in connection with their respective
obligations pursuant to the Credit Documents.

7.13 Cayman
Islands Branch.The Borrower shall at all times maintain a place of business in the
Cayman Islands and continue to be registered as a foreign company pursuant to the
Companies Law of the Cayman Islands and to fulfill its obligations pursuant thereto.

7.14 Maintenance
of Majority Ownership and Control of Material Subsidiaries. The Borrower will at all
times maintain, directly or indirectly, majority ownership and control over all
Material Subsidiaries (other than Compañía Cervecerías Unidas Argentina S.A. and its
Subsidiaries as of the Effective Date).

7.15 Pari Passu
Treatment.The Credit Parties will take all actions necessary in order to ensure that
the Loans and the other Obligations hereunder and under the other Credit Documents
shall rank pari passuwith all other senior unsecured and unsubordinated
Indebtedness of the Borrower and the Guarantor, respectively.

7.16 Amendment to
Estatutos Sociales of the Guarantor.Promptly, but in any event within 60 days
following the Initial Borrowing Date, the Borrower and the Guarantor will take
all such action as is required to amend the Estatutos Socialesof the Guarantor so as
to extend the corporate duration of the Guarantor to at least May 9, 2009 and the
Guarantor shall have (i) filed such amendment for registration with the appropriate
Chilean Governmental Authority, (ii) registered the same with such Governmental
Authority, (iii) published such amendment in accordance with applicable Chilean law,
(iv) taken all other actions necessary pursuant to applicable law in order to give
effect to such amendment and (v) delivered a certified copy of such amendment to the
Administrative Agent.

SECTION 8.
Negative Covenants.Each Credit Party hereby covenants and agrees that on and
after the Effective Date and until the Total Commitment has terminated and the Loans
and the Notes, together with interest, Fees and all other Obligations incurred
hereunder and thereunder (other than any indemnities described in Section 13.13 which
are not then due and payable), are paid in full:

8.1 Liens.The
Credit Parties will not, and will not permit any of their Subsidiaries to, create,
incur, assume or suffer to exist any Lien upon or with respect to any of their property
or assets (real or personal, tangible or intangible, movable or immovable), whether
now owned or hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable with recourse to the Credit Parties
or any of their Subsidiaries), or assign any right to receive income or permit the
filing of any notice of Lien under any similar recording or notice statute; providedthat the provisions of this Section 8.1 shall not prevent the creation, incurrence,
assumption or existence of the following (Liens described below are herein referred to
as Permitted Liens):

| | (i)    
inchoate Liens for taxes, assessments or governmental charges or levies not yet
due or Liens for taxes, assessments or governmental charges or levies
being contested in good faith and by appropriate proceedings for which
adequate reserves have been established in accordance with Chilean GAAP;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)    
Liens in respect of property or assets of any Credit Party or any of its
Subsidiaries imposed by law, which were incurred in the ordinary course of
business and do not secure Indebtedness for borrowed money, such as carriers,
warehousemens, materialmens and mechanics liens and other similar Liens
arising in the ordinary course of business, and (x) which do not in the aggregate
materially detract from the value of such Credit Partys or such Subsidiarys
property or assets or materially impair the use thereof in the operation of
the business of such Credit Party or such Subsidiary or (y) which are being
contested in good faith by appropriate proceedings, which proceedings have
the effect of preventing the forfeiture or sale of the property or assets subject
to any such Lien;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)    
Liens in existence on the Initial Borrowing Date which are listed, and the
property subject thereto described, in Schedule V, but only to the
respective date, if any, set forth in such Schedule V for the removal,
replacement or termination of any such Liens, plusany renewals,
replacements or extensions of such Liens to the extent set forth in such
Schedule V, providedthat (x) the aggregate principal amount of the
Indebtedness, if any, secured by such Liens does not increase from that
amount outstanding at the time of any such renewal, replacement or extension
and (y) any such renewal, replacement or extension does not encumber any
additional assets or properties of the Borrower or any of its Subsidiaries;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)    leases
or  subleases  granted to other  Persons in the ordinary  course of business not
 materially          interfering with the conduct of the business of any Credit Party or
any of its Subsidiaries;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)    
Liens upon assets of the Borrower or any of its Subsidiaries subject to
Capitalized Lease Obligations to the extent such Capitalized Lease
Obligations are permitted by Sections 8.4(iv) and (viii), providedthat (x)
such Liens only serve to secure the payment of Indebtedness arising under
such Capitalized Lease Obligations and (y) the Lien encumbering the asset giving
rise to such Capitalized Lease Obligations does not encumber any other asset of
the Borrower or any of its Subsidiaries;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)    
Liens placed upon equipment or real property used in the ordinary course of
business of the Borrower or any of its Subsidiaries at the time of the
acquisition or construction thereof by the Borrower or any such Subsidiary or
within 180 days thereafter to secure Indebtedness incurred to pay all or a
portion of the purchase price or construction cost thereof or to secure Indebtedness
incurred solely for the purpose of financing the acquisition or construction of
any such equipment or real property, providedthat (x) the aggregate
outstanding principal amount of (A) all Indebtedness secured by Liens
permitted by this clause (vi) shall not at any time exceed $50,000,000
and (B) any Indebtedness secured by any such Liens shall not at any time exceed the
lesser of the total purchase price or construction cost (as applicable) and
the fair market value (as determined in good faith by the Borrower) of the
related equipment or real property at the time of acquisition or construction
thereof (as such Indebtedness is thereafter reduced by any payments of
principal thereon), and (y) in all events, the Lien encumbering the equipment or real
property so acquired or constructed does not encumber any other asset
(other than proceeds thereof) of the Borrower or any of its Subsidiaries;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii)    
easements, rights-of-way, restrictions, encroachments and other similar charges or
encumbrances, and minor title deficiencies, in each case not securing
Indebtedness and not materially interfering with the conduct of the business
of any Credit Party or any of its Subsidiaries;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii)    
Liens arising out of the existence of judgments or awards not constituting an
Event of Default under Section 9.7, providedthat the aggregate amount of all
cash (including the stated amount of all letters of credit supporting such
judgments or awards) and the fair market value of all other property subject to
such Liens does not exceed $10,000,000 at any time outstanding;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix)    
statutory and common law landlords liens under leases to which any Credit Party
or any of its Subsidiaries is a party;
| | --------------------------------------------------------------------------------------------------------------------------------

| | (x)    
Liens incurred in the ordinary course of business in connection with workers
compensation claims, unemployment insurance and social security benefits and
Liens securing the performance of bids, tenders, leases (other than Capital
Leases) and contracts in the ordinary course of business, statutory
obligations, surety bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business (exclusive of obligations in
respect of the payment for borrowed money and appeal bonds), providedthat the aggregate outstanding amount of obligations secured by Liens
permitted by this clause (x) (and the value of all cash and property encumbered
by Liens permitted pursuant to this clause (x)) shall not at any time exceed $8,000,000;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi)    
Liens arising solely by virtue of any statutory or common law provision
relating to bankers liens, rights of set-off or similar rights and
remedies as to deposit accounts or other funds maintained with a creditor
depository institution; provided, however, that (A) such deposit account
is not a dedicated cash collateral account and is not subject to restrictions
against access by any Credit Party or any of its Subsidiaries, and (B)
such deposit account is not intended by such Credit Party or any of its
Subsidiaries to provide collateral to the depository institution;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii)    
Liens on property or assets acquired pursuant to a Permitted Acquisition, or on
property or assets of a Subsidiary of the Borrower in existence at the time such
Subsidiary is acquired pursuant to a Permitted Acquisition, providedthat
(x) any Indebtedness that is secured by such Liens is permitted to exist
under Section 8.4(ix), and (y) such Liens are not incurred in connection with,
or in contemplation or anticipation of, such Permitted Acquisition and do not
attach to any other asset of the Borrower or any of its Subsidiaries; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiii)    
Liens not otherwise permitted by the foregoing clauses of this Section 8.1 securing
Indebtedness and other obligations in an aggregate principal amount at any
time outstanding not to exceed (and with the fair market value (as determined
in good faith by the Borrower) of the property subject thereto not to
exceed) an amount equal to 9% of Consolidated assets of the Borrower and its
Subsidiaries based on the financial information set forth in the most recent
Financial Statements delivered pursuant to this Agreement.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.2
Consolidation, Merger, Purchase or Sale of Assets, etc.The Credit Parties will
not, and will not permit any of their Subsidiaries to, wind up, liquidate or
dissolve their affairs or enter into any transaction of merger or consolidation, or
convey, sell, lease or otherwise dispose of all or any part of their property or assets,
or enter into any sale-leaseback transactions, or purchase or otherwise acquire (in
one or a series of related transactions) any part of the property or assets (other
than purchases or other acquisitions of inventory, equipment and other assets in
the ordinary course of business) of any Person (or agree to do any of the foregoing at
any future time), except that:

| | (i)    
     Capital Expenditures by the Borrower and its Subsidiaries shall be permitted;
| | ------------------------------------------------------------------------------------------

| | (ii)    
    the Borrower and its Subsidiaries may sell or otherwise dispose of assets (including
 inventory and          worn-out or obsolete assets) in the ordinary course of business;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)    
   Investments may be made to the extent permitted by Section 8.5;
| | ----------------------------------------------------------------------------

| | (iv)    
    the Borrower and its Subsidiaries  may lease (as lessee) real or personal  property
in the ordinary          course of  business  (so long as any such  lease  does not
create a  Capitalized  Lease  Obligation          except to the extent permitted by
Section 8.4(iv));
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)    
     the Borrower and its Subsidiaries  may sell or discount,  in each case without
 recourse,  accounts          receivable  arising in the ordinary course of business,
 but only in connection with the compromise          or collection  thereof  consistent
 with customary  industry  practice (and not as part of any bulk          sale or
financing transaction);
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)    
    any  Credit  Party and its  Subsidiaries  may grant  leases or  subleases  to other
 Persons in the          ordinary course of business and which do not materially
 interfere with the conduct of the business          of such Credit Party or any of its
Subsidiaries;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii)    
   any Subsidiary of the Borrower may sell, lease or otherwise  transfer any or all of
its property to          the Borrower or the Guarantor;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii)    
  any Subsidiary of the Borrower  (other than the Guarantor) may merge with and into, or
be dissolved          or  liquidated  into,  the Borrower or any other  Subsidiary  of
the Borrower so long as (i) in the          case of any such merger,  dissolution  or
liquidation  involving the Borrower,  the Borrower is the          surviving corporation
of any such merger, dissolution or liquidation,  (ii) in the case of any such
         merger,  dissolution  or  liquidation  involving  the  Guarantor,  the
 Guarantor is the  surviving          corporation  of any such  merger,  dissolution  or
 liquidation,  and (iii) in the case of any such          merger,  dissolution  or
 liquidation  involving a  Wholly-Owned  Subsidiary of the Borrower,  such
         Wholly-Owned  Subsidiary  is  the  surviving  corporation  of  any  such
 merger,   dissolution  or          liquidation;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix)    
    Dividends may be paid by the Borrower and its  Subsidiaries  to the extent  expressly
 permitted by          Section 8.3;
| | --------------------------------------------------------------------------------------------------------------------------------------

| | (x)    
     Permitted  Acquisitions  shall be  permitted  so long as no Default or Event of
Default  shall have          occurred and be continuing at the time of  consummation  of
the proposed  Permitted  Acquisition or          immediately after giving effect thereto;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi)    
the Borrower may enter into sale-leaseback transactions with respect to real
property located in the city of Santiago, Chile so long as (w) no Default or
Event of Default shall have occurred and be continuing as of the date of such
sale-leaseback transaction and immediately after giving effect thereto,
(x) the Borrower shall have received at least fair market value for the property
sold pursuant thereto (as determined in good faith by the Borrower), (y)
such sale-leaseback transaction results in consideration 100% of which shall
be in the form of cash received at the time of the closing of such
sale-leaseback transaction and (z) 100% of the Net Disposition Proceeds
received by the Borrower pursuant to such sale-leaseback transaction are applied as
and to the extent required by Section 3.2(b); providedthat the cumulative
value of all real property sold pursuant to such sale-leaseback transactions
permitted pursuant to this clause (xi) shall not exceed $20,000,000;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii)    
   the Borrower and its Subsidiaries may sell or otherwise  dispose of those assets
listed on Schedule          VII so long as (x) no Default or Event of Default  shall have
 occurred and be continuing as of the          date of any such sale and  immediately
 after giving  effect  thereto,  and (y) the Borrower or the          relevant
 Subsidiary  thereof  shall have  received at least fair market  value for each such
asset          sold (as determined in good faith by the Borrower); and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiii)    
the Borrower and its Subsidiaries may sell assets (not otherwise described above)
from time to time so long as (x) no Default or Event of Default shall have
occurred and be continuing as of the date of any such sale and immediately
after giving effect thereto, (y) the Borrower or its relevant Subsidiary
shall have received at least fair market value for such assets pursuant to
such sale (as determined in good faith by the Borrower), and (z) such
sale results in consideration at least 75% of which shall be in the form of
cash, at least two-thirds of which cash consideration shall be received at
the time of the closing of such sale and the remainder of which shall be fully
secured by a first priority perfected Lien on the assets sold, and such
remainder shall be payable in cash within (A) three years after the closing
date of such sale so long as the public corporate rating of the purchaser of
any of such assets as announced by either S&P or Moodys is equal to at least
BBB+ or Baa1, as the case may be, at the time of such sale, and (B) one
year after the closing date of such sale in all other cases; providedthat (A)
the cumulative value of all such sales made by the Borrower and its
Subsidiaries permitted to be made pursuant to this clause (xiii) shall not
exceed (1) during any Test Period, 15% and (2) since the Effective Date, 25%,
of the Consolidated assets of the Borrower and its Subsidiaries, and (B) the
cumulative value of all such sales made by the Borrower and/or the Guarantor permitted
to be made pursuant to this clause (xiii) shall not exceed (1) during any Test
Period, 15% and (2) since the Effective Date, 25%, of the non-Consolidated
assets of the Borrower or the Guarantor, as applicable, in each case,
based on the financial information set forth in the most recent
Financial Statements delivered pursuant to this Agreement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.3 Dividends.
The Credit Parties will not, and will not permit any of their Subsidiaries to,
authorize, declare or pay any Dividends if, at the time of such authorization,
declaration or payment (and after giving effect thereto), as applicable, there shall
have occurred and be continuing a Default or an Event of Default; providedthat,
notwithstanding the foregoing, Dividends may always be paid to the Borrower or a
Subsidiary thereof.

8.4 Indebtedness.
The Credit Parties will not, and will not permit any of their Subsidiaries to,
contract, create, incur, assume or suffer to exist any Indebtedness, except:

| | (i)    
     Indebtedness incurred pursuant to this Agreement and the other Credit Documents;
| | ---------------------------------------------------------------------------------------------

| | (ii)    
Indebtedness pursuant to Hedging Agreements entered into as bona fidehedges
against currency fluctuations and fluctuations in the price of raw
materials to be purchased and used in the ordinary course of business and
not for financing or speculative purposes;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)    
Indebtedness under bona fideand non-speculative Interest Rate Protection Agreements
entered into with respect to other Indebtedness permitted under this Agreement;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)    
Indebtedness evidenced by Capitalized Lease Obligations entered into by the
Borrower and its Subsidiaries to finance Capital Expenditures, provided,
that in no event shall the aggregate outstanding amount of Capitalized
Lease Obligations permitted by this clause (iv) exceed $20,000,000 at
any time;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)    
     Indebtedness subject to Liens permitted by Section 8.1(vi);
| | ------------------------------------------------------------------------

| | (vi)    
    intercompany  Indebtedness  among the  Borrower  and its  Subsidiaries  to the extent
 permitted by          Section 8.5;
| | --------------------------------------------------------------------------------------------------------------------------------------

| | (vii)    
Existing Indebtedness listed on Schedule IV (as reduced by any permanent repayments
of principal thereof), plusany subsequent extension, renewal or
refinancing thereof, providedthat the aggregate principal amount of the
Indebtedness to be extended, renewed or refinanced does not increase from
that amount outstanding at the time of any such extension, renewal or refinancing;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii)    
Indebtedness evidenced by Capitalized Lease Obligations entered into by the Borrower
in connection with the sale-leaseback transaction described in Section 8.2(xi),
provided, that in no event shall the aggregate outstanding amount of
Capitalized Lease Obligations permitted pursuant to this clause (viii)
exceed $20,000,000 at any time; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix)    
unsecured Indebtedness and, to the extent permitted by Sections 8.1(xii) and
(xiii), secured Indebtedness, in each case so long as (i) no Default or
Event of Default then exists or would result therefrom and (ii) based on
calculations made by each Credit Party, each Credit Party would have been in
compliance with Sections 8.7, 8.8 and/or 8.9, as applicable, for the Test Period then
most recently ended calculated on a pro formabasis as if the respective
Indebtedness, and all other Indebtedness incurred by such Credit Party and
its Subsidiaries during such Test Period (or, if thereafter, on or prior to the
respective date of determination) had been incurred on the first day of, and
had remained outstanding throughout, such Test Period; provided, however, the
aggregate principal amount of Indebtedness incurred by all Subsidiaries of
the Borrower (other than the Guarantor) pursuant to this clause (ix) shall
not exceed $75,000,000 at any time outstanding.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.5 Advances,
Investments and Loans.The Credit Parties will not, and will not permit any of their
Subsidiaries to, directly or indirectly, lend money or credit or make advances to any
Person, or purchase or acquire any stock, obligations or securities of, or any
other interest in, or make any capital contribution to, any other Person, or
purchase or own a futures contract or otherwise become liable for the purchase or sale
of currency or other commodities at a future date in the nature of a futures contract
(each of the foregoing, an Investment and, collectively, Investments), except that
the following shall be permitted:

| | (i)    
     the Borrower and any of its Subsidiaries  may acquire and hold accounts  receivable
owing to any of          them,  if created or acquired in the ordinary  course of
business and payable or  dischargeable  in          accordance with customary trade terms
of the Borrower or such Subsidiary;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)    
    the Borrower and any of its Subsidiaries may acquire and hold cash and Cash
Equivalents;
| | -----------------------------------------------------------------------------------------------------

| | (iii)    
   Investments  in  existence  on the  Initial  Borrowing  Date and  listed  on  Schedule
 VI shall be          permitted,  without  giving  effect to any  additions  thereto or
 replacements  thereof,  it being          understood that any additional  Investments
made with respect to such existing Investments shall be          permitted only if
independently justified under the other provisions of this Section 8.5;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)    
    the  Borrower  and any of its  Subsidiaries  may  acquire  and  hold  investments
 (including  debt          obligations)  received in  connection  with the  bankruptcy
 or  reorganization  of  suppliers  and          customers and in good faith  settlement
 of delinquent  obligations  of, and other  disputes  with,          customers and
suppliers arising in the ordinary course of business;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)    
     the Borrower  and any of its  Subsidiaries  may make loans and  advances in the
ordinary  course of          business to their respective  officers,  directors,
 managers and other  employees,  so long as the          aggregate  principal  amount
 thereof at any time  outstanding  (determined  without  regard to any
         write-downs or write-offs of such loans and advances) shall not exceed
$10,000,000;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)    
    the Borrower  may acquire and hold  obligations  of one or more  officers,
 directors,  managers or          other  employees of the Borrower or any of its
 Subsidiaries  in  connection  with such  officers,          directors,  managers or
employees  acquisition  of shares of capital  stock of the Borrower,  so          long
as no cash is paid by the Borrower or any of its  Subsidiaries  to such  officers or
employees          in connection with the acquisition of any such obligations;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii)    
   the  Borrower may enter into Hedging  Agreements  to the extent  permitted by Sections
8.4 (ii) and          (iii);
| | --------------------------------------------------------------------------------------------------------------------------------

| | (viii)    
the Borrower and its Subsidiaries may make intercompany loans and advances between
or among one another, and the Borrower and its Subsidiaries may make cash
contributions to their respective Subsidiaries, providedthat (i) no
Investment may be made pursuant to this clause (viii) by a Credit Party to
a Subsidiary of the Borrower that is not a Credit Party at a time that a Default
or an Event of Default exists and is continuing, (ii) any such Investment
in the form of an intercompany loan or advance made to a Credit Party shall be
evidenced by an intercompany note which shall include (or, if not evidenced
by an intercompany note, the books and records of the respective parties
shall note that such Investment shall be subject to) subordination provisions
satisfactory to the Agents (it being understood and agreed that in any
such event no such intercompany loans or advances made to a Credit Party may
be repaid or prepaid by any Credit Party at any time that a Default or Event of
Default exists), and (iii) the aggregate amount of all Investments made by
the Credit Parties to their non-Wholly Owned Subsidiaries (excluding any
capital contributions made by any of the Credit Parties to Viña San Pedro
S.A. and Compañía Cervecerías Unidas Argentina S.A.) shall not exceed
$40,000,000 at any time outstanding (determined without regard to any
write-downs or write-offs of any such Investments);
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix)    
    the Borrower and any of its Subsidiaries may make Investments  consisting of non-cash
consideration          received  by the  Borrower  or such  Subsidiary  in  connection
 with any asset sale  permitted  by          Sections 8.2(xii) and (xiii);
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x)    
     Permitted  Acquisitions in accordance  with the  requirements of Section 8.2(x)
shall be permitted;          and
| | -----------------------------------------------------------------------------------------------------------------------------

| | (xi)    
    the Borrower and its Subsidiaries may acquire and hold equity  securities of any
Person (other than          the Borrower and its  Subsidiaries)  so long as the aggregate
 amount  expended by the Borrower and          its  Subsidiaries  for  all  such  equity
 securities  shall  not  exceed  $1,000,000  at any  time          outstanding
(determined without regard to any write-downs or write-offs thereof).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.6 Transactions
with Affiliates. The Credit Parties will not, and will not permit any of their
Subsidiaries to, enter into any transaction or series of related transactions, with
any Affiliate of any Credit Party or any of its Subsidiaries, other than on terms and
conditions substantially as favorable to such Credit Party or such Subsidiary as
would reasonably be obtained by such Credit Party or such Subsidiary at that time
in a comparable arms-length transaction with a Person other than an Affiliate,
except that the following in any event shall be permitted:

| | (i)    
     intercompany  transactions  among  the  Borrower  and  its  Subsidiaries  to the
 extent  expressly          permitted by Sections 8.2, 8.3, 8.4 and 8.5 shall be
permitted;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)    
    any  transaction  with an officer or member of the Board of  Directors  of any Credit
 Party or its          Subsidiaries  in the  ordinary  course of business  involving
 compensation,  indemnity or employee          benefit arrangements; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)    
   customary fees may be paid to non-officer directors of any Credit Party and its
Subsidiaries.
| | ----------------------------------------------------------------------------------------------------------

8.7 Consolidated
Interest Coverage Ratio.  Each Credit Party will not permit its respective
Consolidated Interest Coverage Ratio for any Test Period ending on the last day of any
fiscal quarter of such Credit Party to be less than 3.00:1.00.

8.8 Consolidated
Leverage Ratio. Each Credit Party will not permit its respective Consolidated
Leverage Ratio at any time to be greater than 3.00:1.00.

8.9 Minimum
Consolidated Equity.  The Borrower will not permit its Consolidated Equity at the end
of each of its fiscal quarters to be less than the Peso equivalent of 15,000,000
Unidades de Fomento at such time (it being understood and agreed that non-cash
adjustments effected on or prior to such date shall not be considered for purposes of
the calculation required pursuant to this Section 8.9).

8.10 Limitation
on Modifications of Estatutos Sociales. The Credit Parties will not, and will not
permit (in accordance with applicable law) any of their Subsidiaries to, amend,
modify or change in any material respect any certificate or articles of
incorporation or equivalent organizational document (including, without
limitation, by the filing or modification of any certificate of designation) or
by-laws (estatutos socialesor equivalent organizational documents), or any agreement
entered into by it, with respect to its capital stock or other equity interest, other
than any amendments, modifications or changes pursuant to this Section 8.10 which
could not reasonably be expected to be adverse to the interests of the Lenders or
to the extent required by any mandatory requirements of applicable law.

8.11 Limitation on
Certain Restrictions on Subsidiaries.  The Credit Parties will not, and will not
permit any of their respective Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any such Subsidiary to (a) pay dividends or make any
other distributions on its capital stock or any other interest or participation
in its profits owned by such Credit Party or any Subsidiary of such Credit Party, or
pay any Indebtedness owed to such Credit Party or a Subsidiary of such Credit Party,
(b) make loans or advances to such Credit Party or any of such Credit Partys
Subsidiaries or (c) transfer any of its properties or assets to such Credit Party or
any of such Credit Partys Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) applicable law, (ii) this Agreement
and the other Credit Documents, (iii) the Existing Indebtedness and (iv) customary
provisions restricting (A) subletting or assignment of any lease or other contract
of such Credit Party or a Subsidiary of such Credit Party entered into in the
ordinary course of business or (B) transfers of assets subject to a Permitted Lien.

8.12 Business.The Credit Parties will not, and will not permit any of their Subsidiaries to, engage
(directly or indirectly) in any business other than a Permitted Business.

8.13 Accounting
Changes.The Credit Parties will not make or allow any change in their accounting
policies or reporting practices (including any change (in form, scope or substance)
to any account entry used in the calculation of any of the financial covenants
described in Sections 8.7, 8.8 and/or 8.9), except as required to comply with or
permitted by Chilean GAAP.

SECTION 9.
Events of Default.Upon the occurrence of any of the following specified
events (each, an Event of Default):

9.1 Payments.
The Borrower shall (i) default in the payment when due of any principal of any Loan or
any Note or (ii) default, and such default shall continue unremedied for five or more
Business Days, in the payment when due of any interest on any Loan or any Note or
any Fees or any other amounts owing hereunder or under any other Credit Document; or

9.2
Representations, etc.Any representation, warranty or statement made or deemed
made by any Credit Party herein or in any other Credit Document or in any certificate
delivered to the Agents or any Lender pursuant hereto or thereto shall prove to be
untrue in any material respect on the date as of which made or deemed made; or

9.3 Covenants.Any Credit Party shall (a) default in the due performance or observance by it of any
term, covenant or agreement contained in Section 7.1(d)(i), 7.6, 7.11, 7.12, 7.13,
7.14, 7.15 or 8, or (b) default in the due performance or observance by it of any
term, covenant or agreement contained in this Agreement (other than those set forth in
Sections 9.1 and 9.2 or clause (a) of this Section 9.3) and such default shall
continue unremedied for a period of 30 consecutive days after the earlier of the
date on which any Credit Party becomes aware of such default or written notice
thereof is provided to the defaulting party by the Administrative Agent or the
Required Lenders; or

9.4 Default
Under Other Agreements.(i) Any Credit Party or any of its Subsidiaries shall
(x) default in any payment of any Indebtedness (other than the Obligations) beyond
the period of grace, if any, provided in the instrument or agreement under which such
Indebtedness was created or (y) default in the observance or performance of any
agreement or condition relating to any Indebtedness (other than the Obligations) or
contained in any instrument or agreement evidencing, securing or relating thereto, or
any other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause
(determined without regard to whether any notice is required), any such
Indebtedness to become due prior to its stated maturity, or (ii) any
Indebtedness (other than the Obligations) of any Credit Party or any of its
Subsidiaries shall be declared to be (or shall become) due and payable, or required to
be prepaid other than by a regularly scheduled required prepayment, prior to the
stated maturity thereof, providedthat (a) this clause shall not apply to
Indebtedness that is required to be prepaid prior to its stated maturity solely as a
result of the voluntary sale or transfer of the property or assets securing such
Indebtedness and (b) it shall not be a Default or an Event of Default under this
Section 9.4 unless the aggregate principal amount (or, with respect to Indebtedness
under Hedging Agreements, the termination amount) of all Indebtedness as described in
preceding clauses (i) and (ii) is at least $10,000,000; or

9.5 Bankruptcy,
etc. Any Credit Party or any of its Subsidiaries shall commence a voluntary case
concerning itself under any bankruptcy law of Chile, the Cayman Islands or any other
jurisdiction or Title 11 of the United States Code entitled Bankruptcy, as now or
hereafter in effect, or any successor thereto; or an involuntary case is commenced
against any Credit Party or any of its Subsidiaries under any such laws, and the
petition is not controverted within 10 days, or is not dismissed within 60 days, after
commencement of the case; or a custodian (as defined in Title 11 of the United States
Code) or síndicois appointed for, or takes charge of, all or substantially all of the
property of any Credit Party or any of its Subsidiaries, or any Credit Party or any of
its Subsidiaries commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar
law of any jurisdiction whether now or hereafter in effect relating to any Credit
Party or any of its Subsidiaries, or there is commenced against any Credit Party or
any of its Subsidiaries any such proceeding which remains undismissed for a period
of 60 days, or any Credit Party or any of its Subsidiaries is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such case
or proceeding is entered; or any Credit Party or any of its Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or any
Credit Party or any of its Subsidiaries makes a general assignment for the
benefit of creditors; or any Credit Party or any of its Subsidiaries shall generally
not pay its debts as they become due or there shall otherwise occur a cesación de
pagos(within the meaning of Chilean law); or any Credit Party or any of its
Subsidiaries shall admit in writing its inability to pay its debts generally as
such debts become due; or any corporate action is taken by any Credit Party or any of
its Subsidiaries for the purpose of effecting any of the foregoing; or

9.6 Guaranty.
(i) At any time after the execution thereof, any Guaranty or any provision thereof
shall cease to be in full force or effect as to the Guarantor, (ii) the Guarantor or
any Person acting by or on behalf of the Guarantor shall deny or disaffirm the
Guarantors obligations under any Guaranty or (iii) the Guarantor shall default in
the due performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to any Guaranty; or

9.7 Judgments.
One or more judgments or decrees shall be entered against any Credit Party or any of
its Subsidiaries involving in the aggregate a liability (to the extent not paid or
covered by a reputable and solvent third party insurance company) equal to or greater
than $10,000,000 for all such judgments and decrees and such judgments and decrees
either shall be final and non-appealable or shall not be vacated, discharged or stayed
or bonded pending appeal for any period of 30 consecutive days; or

9.8 Change of
Control.A Change of Control shall occur; or

9.9 Denial of
Liability.  (a) Any Credit Party shall deny its obligations under this Agreement, any
Note or any other Credit Document, (b) any law, rule or regulation shall purport to
render invalid, or preclude enforcement of, any provision of this Agreement or
any other Credit Document or impair performance of any Credit Partys obligations
hereunder or under any other Credit Document or (c) any dominant authority
asserting or exercising de jureor de factogovernmental or police powers shall, by
moratorium laws or otherwise, cancel, suspend or defer the obligation of any
Credit Party to pay any amount required to be paid hereunder or under any other Credit
Document; or

9.10 Currency
Restrictions. Chile, the Cayman Islands or any Governmental Authority thereof
shall impose restrictions or limitations on the availability of freely transferable
Dollars to Persons outside Chile or the Cayman Islands which restrictions or
limitations, in the reasonable judgment of the Required Lenders, could reasonably be
expected to prevent any Credit Party from performing its respective obligations
pursuant to the Credit Documents or Dollars shall, in the reasonable judgment
of the Administrative Agent, be unavailable to any Credit Party at all or at a
commercially reasonable rate of exchange; or

9.11 Governmental
Action.  Any Governmental Authority shall have condemned, nationalized, seized, or
otherwise expropriated all or any substantial part of the property, shares of
capital stock or other assets of any Credit Party or any of its Subsidiaries, or
shall have assumed custody or control of such property or other assets or of the
business or operations of any Credit Party or any of its Subsidiaries, or shall have
taken any action for the dissolution or disestablishment of any Credit Party or any
of its Subsidiaries or any action that would prevent any Credit Party, any of its
Subsidiaries or any of their respective officers from carrying on the business of such
Credit Party or such Subsidiary or a substantial part thereof; or

9.12 Amendments to
Estatutos Socialesof the Borrower.The estatutos socialesof the Borrower shall
have been amended, modified or changed in any material respect, other than (to the
extent permitted to be made hereunder) any amendments, modifications or changes
which could not reasonably be expected to be adverse to the interests of the Lenders;

then, and in any such
event, and at any time thereafter, if any Event of Default shall then be continuing,
the Administrative Agent may and, upon the written request of the Required Lenders
shall, by written notice to the Borrower, take any or all of the following actions,
without prejudice to the rights of any Agent, any Lender or the holder of any Note to
enforce its claims against any Credit Party (although notwithstanding anything to
the contrary contained in any Note, no Lender may accelerate any of its Notes without
the consent of the Required Lenders unless the Loans, the Notes and/or the Obligations
otherwise have been declared (or have become) due and payable as provided below)
(providedthat, if an Event of Default specified in Section 9.5 shall occur with
respect to any Credit Party, the result which would occur upon the giving of written
notice by the Administrative Agent as specified in clauses (i) and (ii) below shall
occur automatically without the giving of any such notice): (i) declare the Total
Commitment terminated, whereupon the Commitment of each Lender shall forthwith
terminate immediately; (ii) declare the principal of and any accrued interest in
respect of all Loans, the Notes and all Obligations owing hereunder and thereunder
to be, whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are hereby
waived by each Credit Party; and (iii) exercise any of the rights available under the
Credit Documents or applicable law.

SECTION 10. The
Guaranty.

10.1 The
Guaranteed Obligations.(a) The Guarantor hereby irrevocably, absolutely and
unconditionally guarantees, as primary obligor and not merely as surety, to the
Guaranteed Creditors the full and prompt payment when due (whether upon maturity,
acceleration or otherwise) of any and all of the Guaranteed Obligations of the
Borrower. If any or all of the Guaranteed Obligations of the Borrower to the
Guaranteed Creditors becomes due and payable hereunder, the Guarantor hereby
irrevocably, absolutely and unconditionally promises to pay such indebtedness to the
Guaranteed Creditors, or order, on demand, in Dollars, together with any and all
expenses which may be incurred by the Guaranteed Creditors in collecting any of
the Guaranteed Obligations (including, without limitation, the payment of any stamp
taxes). The Guarantor understands, agrees and confirms that the Guaranteed
Creditors may enforce this Guaranty up to the full amount of the Guaranteed
Obligations against the Guarantor without proceeding against the Borrower, against
any security for the Guaranteed Obligations (to the extent applicable) or against any
other guarantor under any other guaranty covering the Guaranteed Obligations. 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,  and shall be subject to the  provisions  of Section 3.4. 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 3.4. The Guarantor  will  indemnify
and hold harmless  each  Guaranteed  Creditor,  and reimburse such  Guaranteed  Creditor
 upon its  written  request,  for the amount of any Taxes (and other  amounts) so levied
or imposed  and paid by such  Guaranteed  Creditor  in the  manner,  and to the  extent,
 provided in Section 3.4.

10.2 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 any Guaranteed
Creditor in exercising any right, power or privilege hereunder and no course of
dealing between the Guarantor and any Guaranteed Creditor 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 any Guaranteed Creditor or the holder of any Note would otherwise
have. No notice to or demand on the Guarantor in any case shall entitle such Person or
Persons to any other further notice or demand in similar or other circumstances or
constitute a waiver of the rights of any Guaranteed Creditor or the holder of any Note
to any other or further action in any circumstances without notice or demand.

10.3 No
Discharge.If a claim is ever made upon any Guaranteed Creditor 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 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 Borrower), 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 or the Borrower, 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 Guaranteed Creditors and the
Guarantor that the Guaranteed Obligations hereunder shall not be discharged
(whether pursuant to any bankruptcy law or comparable legislation or otherwise)
except by the Guarantors indefeasible performance of such obligations in accordance
with the terms hereof and then only to the extent of such performance.

10.4 Tolling of
Statute of Limitations. To the fullest extent permitted under applicable law, 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
any Guaranteed Creditor 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.

10.5 Bankruptcy.
The Guarantor, unconditionally, absolutely and irrevocably, guarantees the payment of
any and all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors
whether or not due or payable by the Borrower upon the occurrence of any of the
events specified in Section 9.5, and unconditionally, absolutely and irrevocably
promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, in
lawful money of the United States.

10.6 Independent
Obligation. No invalidity, irregularity or unenforceability of all or any part of the
Guaranteed Obligations or of any security therefor shall affect, impair or be a
defense to this Guaranty, and this Guaranty shall be primary, absolute and unconditional
notwithstanding the occurrence of any event or the existence of any other
circumstances which might constitute a legal or equitable discharge of a surety or
guarantor except payment in full of the Guaranteed Obligations. 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 or any other Person and
whether or not the Borrower or any other Person 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.

10.7
Authorization.The Guarantor authorizes the Guaranteed Creditors without notice or
demand (except as shall be required by applicable statute and cannot be waived), 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 liability  incurred directly or indirectly in respect  thereof,  and this
Guaranty herein made shall apply to the Guaranteed  Obligations as so changed, extended,
renewed or altered;

(b)      take and hold
security for the payment of the Guaranteed  Obligations and sell, exchange,  release,
surrender,  realize  upon or otherwise  deal with in any manner and in any order any
property by  whomsoever at any time  pledged or mortgaged  to secure,  or howsoever
 securing,  the  Guaranteed  Obligations  or any liabilities  (including  any of those
 hereunder)  incurred  directly or  indirectly  in respect  thereof or hereof, and/or any
offset thereagainst;

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

(d)      release or
substitute any one or more endorsers, guarantors, the Borrower or other obligors;

(e)      settle or
compromise  any of the  Guaranteed  Obligations,  any security  therefor or any liability
(including  any of those  hereunder)  incurred  directly or  indirectly  in respect
 thereof or hereof,  and 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 Guaranteed Creditors;

(f)      apply any
sums by  whomsoever  paid or howsoever  realized to any liability or  liabilities  of the
Borrower to the  Guaranteed  Creditors  regardless of what  liability or liabilities of
the Guarantor or the Borrower remain unpaid;

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

(h)      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.

10.8 Reliance. It
is not necessary for any Guaranteed Creditor to inquire into the capacity or powers of
the Guarantor to enter into this Guaranty or the officers, directors, partners or
agents acting or purporting to act on its behalf, and any Guaranteed Obligations
made or created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder.

10.9
Subordination.Any indebtedness of the Borrower now or hereafter owing to the
Guarantor is hereby subordinated to the Guaranteed Obligations owing to the Guaranteed
Creditors; and if the Administrative Agent so requests at a time when an Event of
Default exists, all such indebtedness of the Borrower to the Guarantor shall be
collected, enforced and received by them for the benefit of the Guaranteed Creditors
and be paid over to the Administrative Agent on behalf of the Guaranteed Creditors
on account of the Guaranteed Obligations of the Guarantor to the Guaranteed
Creditors, 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 indebtedness 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.

10.10 Waiver. (a)
The Guarantor waives any right (except as shall be required by applicable law and
cannot be waived) to require any Guaranteed Creditor to (i) proceed against the
Borrower or any other Person, (ii) proceed against or exhaust any security held from
the Borrower or any other Person or (iii) pursue any other remedy in any Guaranteed
Creditors power whatsoever. The Guarantor waives, to the fullest extent
permitted under applicable law, any defense based on or arising out of any defense of
the Guarantor or any other Person, other than payment in full of the Guaranteed
Obligations in cash in accordance with the terms thereof, based on or arising out of
the disability of the Borrower or any other Person, 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 Person other
than payment in full of the Guaranteed Obligations in cash in accordance with the
terms thereof. The Guaranteed Creditors may (to the extent applicable), at their
election, foreclose on any security held by the Administrative Agent or any other
Guaranteed Creditor by one or more judicial or nonjudicial sales, whether or not
every aspect of any such sale is commercially reasonable (to the extent such sale
is permitted by applicable law), or exercise any other right or remedy the
Guaranteed Creditors may have against the Borrower or any other Person, or any
security, without affecting or impairing in any way the liability of the Guarantor
hereunder except to the extent the Guaranteed Obligations have been paid in full in
cash in accordance with the terms thereof. To the extent permitted by applicable
law, the Guarantor waives any defense arising out of any such election by the
Guaranteed Creditors, even though such election operates to impair or extinguish any
right of reimbursement or subrogation or other right or remedy of the Guarantor against
the Borrower or any other Person or any security.

(b)      The Guarantor
waives all  presentments,  demands for performance,  protests and notices (other than any
notice  expressly  provided for  herein),  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.  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 Guaranteed  Creditors shall have no
duty to advise the Guarantor of information  known to them regarding such circumstances
or risks.

(c)      Until such
time as the  Guaranteed  Obligations  have been paid in full in cash in accordance  with
the terms  thereof,  the  Guarantor  hereby  waives (and agrees not to exercise)  all
rights of  subrogation which it may at any time otherwise have as a result of this
Guaranty  (whether  contractual or otherwise) to the claims of the  Guaranteed  Creditors
 against the  Borrower  or any other  guarantor  of the  Guaranteed Obligations  and all
 contractual,  statutory  or  common  law  rights  of  reimbursement,  contribution  or
indemnity  from the Borrower or any other  guarantor  which it may at any time otherwise
have as a result of this Guaranty.

(d)      The
 Guarantor  warrants  and agrees that each of the  waivers  set forth  herein 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.

10.11 Nature of
Liability.(a) The liability of the Guarantor hereunder is exclusive and independent of
any security for or other guaranty of the Guaranteed Obligations of the Borrower
whether executed by the Guarantor, any other guarantor or by any other Person, and the
liability of the Guarantor hereunder is not affected or impaired by (a) any direction
as to application of payment by the Borrower or by any other Person, or (b) any
other continuing or other guaranty, undertaking or maximum liability of a guarantor or
of any other Person as to the Guaranteed Obligations of the Borrower, or (c) any
payment on or in reduction of any such other guaranty or undertaking, or (d) any
dissolution, termination or increase, decrease or change in personnel by the
Borrower, or (e) any payment made to the Guaranteed Creditors on the Guaranteed
Obligations which any such Guaranteed Creditor repays to the Borrower pursuant to
court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and the Guarantor waives any right to the deferral or modification
of its obligations hereunder by reason of any such proceeding.

(b)      It is the
desire and intent of the Guarantor and the Guaranteed  Creditors 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.

10.12 Guaranties.
The Guarantor is executing, simultaneously with this Guaranty, the Chilean Guaranty
for the purpose of providing the Lenders with two independent guaranties of the same
obligations, one governed by New York law and the other governed by Chilean law which
qualifies as a título ejecutivo in Chile. The actions arising under each Guaranty
are separate and independent of each other, and the enforcement of the Chilean
Guaranty against the Guarantor before Chilean courts shall not prevent the Lenders
or the Administrative Agent from enforcing the Guaranty provided pursuant to this
Section 10 against the Guarantor in the applicable jurisdiction provided for in Section
13.8; provided, however, that the Lenders shall not be entitled to receive pursuant to
the application and enforcement Guaranties at any time any amount in excess of the
amount of the Guaranteed Obligations due and unpaid at such time.

SECTION 11.
Definitions. 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):

Acquired  Entity or
Business  shall mean either (x) the assets  constituting a business,   division or
product line of any Person not already a Subsidiary  of the Borrower or (y) the  capital
stock   of any such Person, which Person shall, as a result of such stock acquisition,
 become a Subsidiary of the   Borrower  (or shall be merged with and into the  Borrower,
 the  Guarantor  or another  Subsidiary  of the   Borrower, with the Borrower, the
Guarantor or such other Subsidiary being the surviving Person).

Administrative  Agent  shall
have the meaning  provided in the first  paragraph  of this Agreement and shall include
any successor to the Administrative Agent appointed pursuant to Section 12.11.

Affiliate  shall
mean,  with  respect to any Person,  any other Person  (including,  for purposes of
Section 8.6 only,  all directors,  officers and partners of such Person)  directly or
indirectly controlling,  controlled by, or under direct or indirect  common control with,
 such Person.  A Person shall be deemed to control  another  Person if such Person
 possesses,  directly or  indirectly,  the power (i) to vote 10% or more of the
 securities  having  ordinary  voting  power for the  election of  directors of such
Person or (ii) to direct or cause the  direction  of the  management  and  policies  of
such  other  Person, whether through the ownership of voting securities, by contract or
otherwise.

Agents shall mean,
collectively, the Administrative Agent and the Lead Arrangers.

Agreement  shall
 mean  this  Credit  Agreement,  as  modified,  supplemented,  amended, restated
(including any amendment and restatement hereof), extended or renewed from time to time.

Applicable  Fiscal
 Years shall mean the fiscal years of the Borrower  ended on December 31, 2000, December
31, 2001 and December 31, 2002.

Applicable  Margin  shall
mean,  as of any date, a percentage  per annum  determined  by reference to the Public
Corporate Rating announced by S&P and in effect on such date as set forth below:

|Public Corporate Rating    (S&P) | Applicable Margin
|-------------------------------- | -----------------
|Level 1  A- or above             | 0.70%            
|Level 2  BBB+                    | 0.75%            
|Level 3  BBB or BBB-             | 0.80%            
|Level 4  BB+ or lower            | 1.40%            

In the event that S&P shall
at any time cease to announce a Public  Corporate  Rating,  Applicable  Marginshall
mean, as of any date  thereafter,  the Public  Corporate  Rating announced by Moodys and
in effect on such date as set forth  below  (provided  that in the event  that S&P shall
 subsequently  announce a Public Corporate Rating, the ratings grid above shall apply):

|Public Corporate Rating     (Moodys) | Applicable Margin
|------------------------------------- | -----------------
|Level 1   A3 or above                 | 0.70%            
|Level 2   Baa1                        | 0.75%            
|Level 3   Baa2 or Baa3                | 0.80%            
|Level 4   Ba1 or lower                | 1.40%            

Notwithstanding
 anything to the contrary set forth in either ratings grid above,  in the event that S&P and
Moodys shall have ceased to announce a Public Corporate Rating,  the Applicable  Margin shall
be the rate described in Level 4. For the avoidance of doubt,  the  Applicable  Margin,
 applicable from time to time, shall change in accordance with the above ratings grids,
 including during an Interest  Period,  when and as the Public  Corporate  Rating
 changes or S&P and Moodys  shall have ceased to announce a Public  Corporate Rating.

Assignment and
Assumption  Agreement shall mean an Assignment and Assumption  Agreement, substantially
in the form of Exhibit K hereto (appropriately completed).

Authorized  Officer shall
mean, with respect to (i) delivering  Notices of Borrowing and similar  notices,  any
person or persons that has or have been  authorized  by the board of directors of the
Borrower to deliver such  notices  pursuant to this  Agreement  and that has or have
 appropriate  signature cards  on  file  with  the  Administrative  Agent,  (ii)
 delivering  financial  information  and  officers certificates  pursuant to this
 Agreement,  the chief financial  officer,  the treasurer or any other senior financial
 officer of the  Borrower  and (iii) any other  matter in  connection  with this
 Agreement or any other Credit  Document,  any officer (or a person or persons so
designated by any executive  officer) of the Borrower.

Base Rate shall
mean, at any time, the higher of (i) the Prime Lending Rate at such time and (ii) the
rate which is 0.5% per annumin excess of the Federal Funds Rate at such time.

Base Rate Loan  shall
mean each Loan  bearing  interest  at the Base Rate as provided in Section 1.3(b).

BBVASI shall mean
BBVA  Securities  Inc., in its  individual  capacity and any successor thereto by merger,
consolidation or otherwise.

Borrower shall mean
the Cayman Islands branch of Compañía Cervecerías Unidas S.A., a corporation (sociedad
anónima) organized and existing under the laws of the Republic of Chile.

Borrowing shall
mean any incurrence or continuation of LIBOR Loans by the Borrower from all of the
Lenders on a given date having the same Interest Period, providedthat Base Rate Loans
incurred by way of deemed conversion pursuant to Section 1.5 shall be considered part
of the related Borrowing of such LIBOR Loans.

Borrowing  Date shall
mean the Initial  Borrowing Date and the subsequent  date (if any) on which the Borrower
incurs Loans pursuant to Section 1.1(a).

Business Day shall
mean (i) with respect to any Borrowing,  payment or rate selection of Loans,  a day
(other  than a Saturday  or Sunday) on which  banks  generally  are open in London,  New
York, Santiago  and the  Cayman  Islands  for  the  conduct  of  substantially  all of
 their  commercial  lending activities and on which dealings in Dollars are carried on in
the London  interbank  market and (ii) for all other  purposes,  a day (other  than a
Saturday or Sunday) on which  banks  generally  are open in New York, Santiago  and the
 Cayman  Islands  for  the  conduct  of  substantially  all of  their  commercial
 lending activities.

Capital  Expenditures shall
mean, with respect to any Person, the additions to property, plant and  equipment and
other capital  expenditures  of such Person,  as the same are or would be set forth in a
 statement  of cash  flows  of such  Person  in  accordance  with  Chilean  GAAP,
 including  all  such expenditures  with respect to fixed or capital  assets  (including,
 without  limitation,  expenditures  for maintenance  and repairs  which should be
 capitalized  in  accordance  with Chilean GAAP) and the amount of Capitalized Lease
Obligations incurred by such Person.

Capital Lease shall
mean, as applied to any Person,  any lease of any property  (whether real,  personal or
mixed) by that Person as lessee which,  in conformity with Chilean GAAP, is accounted for
as a capital lease on the balance sheet of that Person.

Capitalized  Lease
 Obligations  shall mean, with respect to any Person, all obligations of such Person
under Capital Leases of such Person,  in each case taken at the amount thereof  accounted
for as indebtedness in accordance with Chilean GAAP.

Cash  Equivalents  shall
mean, as to any Person,  (i) securities  issued or directly and fully guaranteed or
insured by the United States,  Chile or any agency or instrumentality  thereof (provided
that the full  faith and  credit of the  United  States or Chile,  as the case may be, is
pledged in support thereof)  having  maturities  of not more than six months from the
date of  acquisition  thereof,  (ii) time deposits  and  certificates  of  deposit  with
 maturities  of not  more  than six  months  from the date of acquisition by such Person
of any commercial bank having,  or which is the principal  banking  subsidiary of a bank
holding  company  organized under the laws of the United States,  any State thereof,  the
District of Columbia or any foreign  jurisdiction  having capital,  surplus and undivided
profits  aggregating in excess of $500,000,000 (or the foreign equivalent  thereof),
 (iii) repurchase  obligations with a term of not more than 90 days for  underlying
 securities  of the types  described in clause (i) above  entered into with any bank
meeting the  qualifications  specified in clause (ii) above, (iv) commercial paper issued
by any Person incorporated  in (x) the United  States rated at least A-1 or the
 equivalent  thereof by S&P or at least P1 or the equivalent  thereof by Moodys
Investors  Service,  Inc. or (y) Chile rated at least investment grade by S&P or Moodys
 Investors  Service,  Inc., and in each case of clause (x) and (y), maturing not more
than six  months  after  the  date of  acquisition  by  such  Person,  (v)  investments
 in  money  market  funds substantially  all of whose  assets are  comprised  of
 securities  of the types  described  in clauses  (i) through (iv) above and (vi) demand
deposit accounts maintained in the ordinary course of business.

Central Bank of Chile shall
mean the Banco Central de Chile.

Change of Control  shall
mean the  occurrence of any one or more of the  following:  (i) the Borrower  shall at
any time cease to own directly on a fully diluted  basis in the  aggregate  more than 80%
of the voting and economic  interest in the  Guarantors  capital  stock (other than
nominal  amounts of shares  required to be held other than by the  Borrower  under
 applicable  law);  or (ii) IRSA shall at any time cease to own (either  directly or
 indirectly)  on a fully diluted basis in the aggregate more than 50% of the economic and
voting interest in the Borrowers  capital stock;  or (iii) the Principal  Holders shall
at any time cease to own (either  directly or  indirectly)  on a fully diluted  basis in
the aggregate  more than 50% of the  economic  and voting  interest  in IRSAs  capital
 stock;  or (iv) IRSA shall not have the right to elect,  or shall for any  reason not
have  elected,  directly  or  indirectly,  a  majority  of the directors of the Borrower.

Chile shall mean the
Republic of Chile.

Chilean GAAP shall
mean generally accepted accounting principles in Chile,  consistently applied during a
relevant period.

Chilean Guaranty shall
have the meaning provided in Section 4.15.

Code shall mean the
Internal  Revenue  Code of 1986,  as amended from time to time,  and the  regulations
 promulgated  and rulings  issued  thereunder.  Section  references  to the Code are to
the Code, as in effect at the date of this  Agreement  and any  subsequent  provisions
 of the Code,  amendatory thereof, supplemental thereto or substituted therefor.

Commitment  shall
mean,  for each Lender,  the amount set forth  opposite  such Lenders name in Schedule I
directly  below the column  entitled  Commitment,  as the same may be (x) terminated or
reduced from time to time  pursuant to Sections  2.3 and/or 9 or (y) adjusted  from time
to time as a result of assignments to or from such Lender pursuant to Section 1.8 or 13.4.

Commitment Fee shall
have the meaning provided in Section 2.1(a).

Commitment  Letter  shall
mean that  certain  commitment  letter,  dated March 17, 2003, among the  Borrower,  the
 Administrative  Agent,  BBVASI,  Deutsche Bank  Securities  Inc. and Banco Bilbao
Vizcaya Argentaria S.A.

Commitment
 Termination  Date shall mean the earlier of (x) the date on which the second incurrence
of Loans occurs  pursuant to Section  1.1(a) (after giving effect to the incurrence of
such Loans on such date) and (y) October 31, 2003.

Consolidated  refers
to the  consolidation  of accounts in accordance  with Chilean GAAP and the regulations
of the SVS.

Consolidated  EBITDA  shall
mean (x) with  respect to the  Borrower,  the sum of (i) the amount of operating  income
of the Borrower  which at the date of this Agreement is entered as account entry No.
 5.31.11.00  of the  Borrowers  Consolidated  FECU;  plus (ii)  depreciation  which at
the date of this Agreement is entered as account entry No.  5.50.30.05 of the Borrowers
 Consolidated  FECU;  plus (iii) the amortization of intangibles  which at the date of
this Agreement is entered as account entry No.  5.50.30.10 of the Borrowers
 Consolidated  FECU,  and (y) with respect to the Guarantor,  the sum of (i) the amount
of operating  income of the  Guarantor  which at the date of this  Agreement  is entered
 as account  entry No. 5.31.11.00 of the Guarantors  Consolidated  Statements;  plus
(ii)  depreciation  which at the date of this Agreement is entered as account  entry No.
 5.50.30.05  of the  Guarantors  Consolidated  Statements;  plus (iii) the  amortization
 of intangibles  which at the date of this Agreement is entered as account entry No.
5.50.30.10 of the Guarantors Consolidated Statements.

Consolidated  Equity  shall
mean the  Borrowers  total equity which at the date of this Agreement is entered as
account entry No. 5.24.00.00 of the Borrowers Consolidated FECU.

Consolidated
Financial Debt shall mean (x) with respect to the Borrower, the sum of: (i) the short
term obligations of the Borrower to banks and financial institutions which at the date of
this Agreement is entered as account entry No. 5.21.10.10 of the Borrowers Consolidated
FECU; plus(ii) the portion of the long term obligations of the Borrower to banks and
financial institutions with a tenor of less than one year which at the date of this
Agreement is entered as account entry No. 5.21.10.20 of the Borrowers FECU; plus(iii)
the obligations of the Borrower to the public in general (evidenced by promissory notes)
which at the date of this Agreement is entered as account entry No. 5.21.10.30 of the
Borrowers FECU; plus(iv) the short term portion of the obligations of the Borrower to
the public in general for the issuance of bonds which at the date of this Agreement is
entered as account entry No. 5.21.10.40 of the Borrowers FECU; plus(v) the long term
obligations of the Borrowers with a tenor of one year which at the date of this
Agreement is entered as account entry No. 5.21.10.50 of the Borrowers FECU; plus(vi)
the portion of the long term obligations of the Borrower to banks and financial
institutions with a tenor of more than one year which at the date of this Agreement is
entered as account entry No. 5.22.10.00 of the Borrowers FECU; plus(vii) the long term
portion of the obligations of the Borrower to the public in general for the issuance of
bonds, which at the date of this Agreement is entered as account entry No. 5.22.20.00 of
the Borrowers FECU; plus(viii) the portion of the short term obligations (including
accounts payable) of the Borrower to any of the Borrowers Affiliates which at the date
of this Agreement is entered as account entry No. 5.21.20.10 of the Borrowers FECU; plus(ix) the portion of long term obligations (including accounts payable) of the Borrower to
any of the Borrowers Affiliates which at the date of this Agreement is entered as
account entry No. 5.22.50.00 of the Borrowers FECU; and (y) with respect to the
Guarantor, the sum of: (i) the short term obligations of the Guarantor to banks and
financial institutions which at the date of this Agreement is entered as account entry No. 5.21.10.10
of the Guarantors Consolidated Statements; plus(ii) the portion of the long term
obligations of the Guarantor to banks and financial institutions with a tenor of less
than one year which at the date of this Agreement is entered as account entry No. 5.21.10.20
of the Guarantors Statements; plus(iii) the obligations of the Guarantor to the public
in general (evidenced by promissory notes) which at the date of this Agreement is entered
as account entry No. 5.21.10.30 of the Guarantors Statements; plus(iv) the short term
portion of the obligations of the Guarantor to the public in
general for the issuance of bonds, which at the date of this Agreement is entered as
account entry No. 5.21.10.40 of the Guarantors Statements; plus(v) the long term
obligations of the Guarantors with a tenor of one year which at the date of this
Agreement is entered as account entry No. 5.21.10.50 of the Guarantors Statements;
plus(vi) the portion of the long term obligations of the Guarantor to banks and
financial institutions with a tenor of more than one year which at the date of this
Agreement is entered as account entry No. 5.22.10.00 of the Guarantors Statements;
plus(vii) the long term portion of the obligations of the Guarantor to the public in
general for the issuance of bonds, which at the date of this Agreement is entered as
account entry No. 5.22.20.00 of the Guarantors Statements; plus(viii) the portion of
the short term obligations (including accounts payable) of the Guarantor to any of the
Guarantors Affiliates (other than (A) any such direct obligations owed to the
Borrower and (B) any short term account payables owed to Viña San Pedro S.A.,
Transportes CCU Limitada and Embotelladora Chilenas Unidas S.A. that have been
incurred by the Guarantor in the ordinary course of business) which at the date of
this Agreement is entered as account entry No. 5.21.20.10 of the Guarantors
Statements; plus(ix) the portion of long term obligations (including accounts
payable) of the Guarantor to any of the Guarantors Affiliates (other than any such
direct obligations owed to the Borrower) which at the date of this Agreement is entered
as account entry No. 5.22.50.00 of the Guarantors Statements.

Consolidated
 Interest  Coverage  Ratio  shall mean (x) as to the  Borrower for any Test Period,  the
ratio of (a)  Consolidated  EBITDA to (b)  interest  payments,  the amount which at the
date of this Agreement is entered as account entry  No. 5.31.12.60 of the Borrowers
 Consolidated  FECU, and (y) as to the Guarantor for any Test Period,  the ratio of (a)
Consolidated  EBITDA to (b) interest  payments,  the amount which at the date of this
 Agreement is entered as account entry  No. 5.31.12.60  of the  Guarantors Consolidated
Statements.

Consolidated
 Leverage  Ratio  shall  mean  (x) as to the  Borrower  as of any  date  of
determination,  the  ratio  of (a)  Consolidated  Financial  Debt  of  the  Borrower  on
 such  date  to (b) Consolidated  EBITDA for the Test Period then most  recently  ended,
 and (y) as to the  Guarantor as of any date of  determination,  the ratio of (a)
 Consolidated  Financial Debt of the Guarantor on such date to (b) Consolidated EBITDA
for the Test Period then most recently ended.

Contingent
Obligation shall mean, as to any Person, any obligation of such Person as a result of
such Person being a general partner of any other Person, unless the underlying
obligation is expressly made non-recourse as to such general partner, and any
obligations of such Person guaranteeing or intended to guarantee any Indebtedness,
leases, dividends or other obligations (primary obligations) of any other Person
(the primary obligor) in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent, (i)
to purchase any such primary obligation or any property constituting direct or indirect
security therefor, (ii) to advance or supply funds (x) for the purchase or payment of
any such primary obligation or (y) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor, (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of the
primary obligor to make payment of such primary obligation or (iv) otherwise to assure
or hold harmless the holder of such primary obligation against loss in respect thereof;
provided, however, that the term Contingent Obligation shall not include endorsements
of instruments for deposit or collection in the ordinary course of business. The
amount of any Contingent Obligation shall, subject to any express limitation thereof
contained in the documentation governing the same, be deemed to be an amount equal to
the stated or determinable amount of the primary obligation in respect of which
such Contingent Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such
Person is required to perform thereunder) as determined by such Person in good faith.

Credit
Documents shall mean this Agreement, the Notes (including the avalsthereof) and the
Chilean Guaranty.

Credit
Party shall mean each of the Borrower and the Guarantor.

DBNY shall
mean  Deutsche  Bank AG, New York Branch in its  individual  capacity and any successor
thereto by merger, consolidation or otherwise.

DBSI shall
mean  Deutsche  Bank  Securities  Inc.,  in its  individual  capacity and any successor
thereto by merger, consolidation or otherwise.

Default  shall
mean any event,  act or condition  which with notice or lapse of time, or both, would
constitute an Event of Default.

Defaulting
 Lender  shall mean any Lender  with  respect to whom a Lender  Default is in effect.

Disposition  shall
mean any sale,  transfer or other  disposition by the Borrower or any of its
 Subsidiaries  to any  Person  (including  by way of  redemption  by such  Person)  other
than to the Borrower  or a  Wholly-Owned  Subsidiary  of the  Borrower  of any asset
 (other  than asset  sales or other dispositions permitted by Sections 8.2(ii), (v),
(vi), (ix) and (xii)).

Dividend  shall
mean, with respect to any Person,  that such Person has declared or paid a dividend  or
 returned  any equity  capital  to its  stockholders,  partners  or other  equity
 holders or authorized  or made any other  distribution,  payment or delivery of
 property  (other than common  stock of such Person) or cash to its  stockholders,
 partners or other equity holders as such, or redeemed,  retired, purchased or otherwise
 acquired,  directly or indirectly,  for a  consideration  any shares of any class of its
capital  stock,  any  partnership  interests or any other equity  interests  outstanding
on or after the Effective  Date (or any options or warrants  issued by such Person with
 respect to its capital  stock),  or set aside any funds for any of the foregoing
 purposes,  or shall have permitted any of its  Subsidiaries to purchase  or  otherwise
 acquire  for a  consideration  any shares of any class of the  capital  stock,  any
partnership  interests or any other equity  interests of such Person  outstanding  on or
after the Effective Date (or any  options or  warrants  issued by such  Person  with
 respect  to its  capital  stock).  Without limiting the  foregoing,  Dividends  with
 respect to any Person  shall also include all payments  made or required to be made by
such Person to  shareholders  of such Person with  respect to any stock  appreciation
rights or equity  incentive or achievement  plans or any similar plans or setting aside
of any funds for the foregoing purposes.

Dollars and
the sign $ shall each mean freely  transferable lawful money of the United States of
America.

Dólar
Observado shall mean the exchange rate published by the Central Bank of Chile
pursuant to number 6 of Chapter I of its Compendium of Foreign Exchange Rules.

Effective
Date shall have the meaning provided in Section 13.10.

Eligible
 Transferee  shall  mean and  include a  commercial  bank,  insurance  company,
financial  institution,  finance  company,  any fund that  invests  in bank  loans or any
other  accredited investor (as defined in Regulation D of the Securities Act).

Environmental
 Claims  shall mean any and all  administrative,  regulatory  or  judicial actions,
suits, demands, demand letters,  directives,  claims, liens, notices of noncompliance or
violation, investigations  or  proceedings  relating to any  Environmental  Law or any
permit  issued,  or any approval given,  under any such  Environmental Law (for purposes
of this definition,  claims),  including,  without limitation,  (a) any and all claims
by governmental  or regulatory  authorities  for  enforcement,  cleanup, removal,
 response,  remedial or other actions or damages pursuant to any applicable
 Environmental Law, and (b) any and all claims by any third party seeking  damages,
 contribution,  indemnification,  cost recovery, compensation or injunctive  relief in
connection  with alleged injury or threat of injury to health,  safety or the environment
due to the presence of Hazardous Materials.

Environmental
 Law shall mean any  statute,  law,  rule,  regulation,  ordinance,  code, legally
 binding  guideline,  written  policy and rule of civil law now or  hereafter  in effect
and in each case as amended,  and any  judicial or  administrative  interpretation
 thereof,  including  any judicial or administrative  order, consent decree or judgment,
 relating to the environment,  employee health and safety or Hazardous Materials, in each
case, applicable to any Credit Party or any of its respective Subsidiaries.

Event
of Default shall have the meaning provided in Section 9.

Excess
Amount shall have the meaning provided in Section 13.6(b).

Existing
 Indebtedness  shall mean the Indebtedness of the Borrower and its Subsidiaries
outstanding on the Initial Borrowing Date as set forth on Schedule IV.

FECU has
the meaning provided in Section 7.1(a).

Federal
 Funds Rate shall mean,  for any period,  a fluctuating  interest rate 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 which is a Business  Day, the average of the quotations  at
 approximately  11:00 A.M. (New York time) on such day on such  transactions  received by
the Administrative   Agent  from  three  Federal  Funds   brokers  of  recognized
  standing   selected  by  the Administrative Agent.

Fees shall
mean all amounts payable pursuant to or referred to in Section 2.1.

Final
Maturity Date shall mean May 9, 2008.

Financial
 Statements  shall mean the balance  sheets and related  statements of income, cash
flows and  shareholders  equity,  either  consolidated or  unconsolidated,  as the case
may be, of any Person.

Formal
Market shall mean, at any time, the foreign currency  exchange market provided at such
time by the Central  Bank of Chile where banks and other  institutions  authorized  by
the Central Bank of Chile must purchase and sell foreign currency.

Governmental
 Authority  shall mean any  ministry,  administrative  department,  agency, commission,
 bureau,  board,  regulatory  authority,  registry,  instrumentality,  other
 governmental body, entity,  judicial  or  administrative  body or court  (including,
 without  limitation,  banking  and taxing authorities),  of, or owned or controlled by,
as the case may be, Chile,  Cayman Islands,  the United States or any other jurisdiction
or (in each case) any political subdivision thereof.

Guaranteed
 Creditors  shall  mean and  include  each of the  Lender  Creditors  and the Hedging
Creditors.

Guaranteed
 Obligations shall mean (i) the principal and interest on each Note issued to each
 Lender,  and all Loans  made,  under  this  Agreement,  together  with all the other
 obligations  and liabilities  (including,  without  limitation,  indemnities,  Fees and
interest  thereon) of the Borrower to each Lender,  the  Administrative  Agent and the
Lead  Arrangers now existing or hereafter  incurred  under, arising out of or in
connection  with this  Agreement  and each other Credit  Document to which the Borrower
is a party and the due  performance  and  compliance  by the  Borrower  with all the
terms,  conditions  and agreements  contained in each such Credit  Document and (ii) all
obligations and liabilities of the Borrower owing under any Hedging  Agreement  entered
into by the Borrower with any Hedging  Creditor,  whether now in existence or hereafter
 arising,  and the due  performance  and  compliance  by the Borrower with all terms,
conditions and agreements contained therein.

Guarantor shall
mean Cervecera CCU Chile Limitada, a limited liability company (sociedad de
responsabilidad limitada) organized and existing under the laws of the Republic of Chile.

Guarantors
  Consolidated  Statements  and  Guarantors  Statements  shall  mean  the Financial
 Statements  of the  Guarantor  provided  hereunder  and  prepared  (either on a
 consolidated  or unconsolidated basis, as the case may be) in the same form required
under the FECU.

Guaranty shall
mean, collectively,  the guaranty of the Guarantor pursuant to Section 10 and the Chilean
Guaranty.

Hazardous
 Materials  shall mean (a) any  petroleum or petroleum  products,  radioactive
materials,  asbestos in any form that is friable,  urea formaldehyde foam insulation,
 transformers or other equipment that contain dielectric fluid containing levels of
polychlorinated  biphenyls,  and radon gas; (b) any chemicals,  materials or substances
defined as or included in the definition of hazardous  substances,hazardous waste, hazardous
materials,  extremely hazardous  substances,  restricted hazardous waste,toxic
substances, toxic pollutants,  contaminants, or pollutants, or words of similar
import,  under any applicable  Environmental Law; and (c) any other chemical,  material
or substance,  the Release of which is prohibited, limited or regulated by any
Environmental Law.

Hedging
 Agreement  shall mean (i) any Interest Rate  Protection  Agreement and (ii) any foreign
exchange contracts,  currency swap agreements,  commodity  agreements or other similar
agreements or arrangements designed to protect against fluctuations in currency or
commodity values.

Hedging
 Creditor shall mean and include each Person (other than any Credit Party) party to a
Hedging  Agreement to the extent that such Person  constitutes a Lender or any affiliate
 thereof (even if such  Lender  subsequently  ceases to be a Lender  under this
 Agreement  for any reason) so long as such Lender or affiliate participates in such
Hedging Agreement, and their subsequent assigns, if any.

Indebtedness shall
mean, as to any Person, without duplication, (i) all indebtedness (including
principal, interest, fees and charges) of such Person for borrowed money or for the
deferred purchase price of property or services, (ii) all unpaid drawings in respect
of all letters of credit (or similar instruments) issued for the account of such
Person and which remain unpaid for more than three Business Days, (iii) all
Indebtedness of the types described in clause (i), (ii), (iv), (v), (vi) or (vii) of
this definition secured by any Lien on any property owned by such Person,
whether or not such Indebtedness has been assumed by such Person (provided that if
the Person has not assumed or otherwise become liable in respect of such Indebtedness,
such Indebtedness shall be deemed to be in an amount equal to the lesser of the amount
of such Indebtedness and the fair market value of the property to which such Lien
relates as determined in good faith by such Person), (iv) all Capitalized Lease
Obligations of such Person, (v) all obligations of such Person to pay a specified
purchase price for goods or services, whether or not delivered or accepted, i.e.,
take-or-pay and similar obligations, (vi) all Contingent Obligations of such Person
and (vii) all obligations under any Hedging Agreement or under any similar type of
agreement. Notwithstanding the foregoing, Indebtedness shall not include trade
payables and accrued expenses incurred by any Person in accordance with customary
practices and in the ordinary course of business of such Person.

Initial
 Borrowing  Date shall mean the date upon which the initial  incurrence of Loans occurs
hereunder pursuant to Section 1.1(a).

Interest
  Determination   Date  shall  mean  the  second  Business  Day  prior  to  the
commencement of any Interest Period.

Interest
Period shall have the meaning provided in Section 1.4.

Interest
 Rate  Protection  Agreement  shall  mean any  interest  rate  swap  agreement, interest
rate cap  agreement,  interest  rate collar  agreement,  interest  rate hedging
 agreement or other similar agreement or arrangement.

Investment shall
have the meaning provided in Section 8.5.

IRSA shall
mean Inversiones y Rentas S.A., a corporation (sociedad anónima) organized and
existing under the laws of Chile.

Judgment
Currency shall have the meaning provided in Section 13.15(b).

Judgment
Currency Conversion Date shall have the meaning provided in Section 13.15(b).

Lead
Arrangers shall have the meaning provided in the first paragraph of this Agreement.

Lender shall
have the meaning provided in the first paragraph of this Agreement.

Lender
Creditors shall mean and include the Agents and the Lenders.

Lender
 Default shall mean (i) the refusal (which has not been retracted) of a Lender to make
 available its portion of any  Borrowing  required to be made  available by it in
 accordance  with the terms of this Agreement or (ii) a Lender having notified the
 Administrative  Agent and/or the Borrower that it does not intend to comply with its
obligations under Section 1.1.

LIBOR shall
mean, with respect to any Interest  Period,  (i) either (a) an interest rate per annum
 equal to the rate per annum set  forth on page  3750 of the Dow Jones  Telerate  Service
 (or any other  page that may  replace  such page from time to time) as of 11:00  A.M.
 (London  time) on the  second Business  Day prior to the first day of the  relevant
 Interest  Period for Dollar  deposits  having a tenor equal to the duration of such
 Interest  Period;  or (b) if a rate cannot be  determined  pursuant to clause (a) above,
 a rate per annum equal to the rate per annum set forth on page LIBP of the Reuters
 Screen (or any other page that may replace  such page from time to time) as of 11:00
A.M.  (London  time) on the second Business  Day prior to the first day of the  relevant
 Interest  Period for Dollar  deposits  having a tenor equal to the duration of such
 Interest  Period  divided (and rounded  upward to the next whole  multiple of 1/16  of
1%) by (ii) a  percentage  equal  to  100%  minus  the  then  stated  maximum  rate of
all  reserve requirements  (including,  without  limitation,  any  marginal,  emergency,
 supplemental,  special or other reserves)  applicable  to any  member  bank  of the
 Federal  Reserve  System  in  respect  of  Eurocurrency liabilities as defined in
Regulation D (or any successor  category of liabilities  under  Regulation D).  In the
event  that two or more such  rates  appear on page  3750 or page  LIBP,  as the case
may be,  LIBORshall be the  arithmetic  mean  (rounded to the nearest  whole  multiple
of 1/16 of 1% per annum,  if such a percentage is not such a multiple) of such offered
rates.  In the event that the rates  indicated  above are not available at the relevant
date of  determination  for any reason,  then LIBOR shall mean, with respect to any
Interest  Period (i) the  arithmetic  average of the offered  quotation to  first-class
 banks in the interbank  Eurodollar  market by the  Administrative  Agent for Dollar
deposits of amounts in same day funds comparable to the outstanding  principal  amount of
the LIBOR Loans for which an interest rate is then being determined  with  maturities
 comparable  to the  Interest  Period to be  applicable  to such  LIBOR  Loans,
determined  as of  10:00  A.M.  (New  York  time)  on the  date  which  is two  Business
 Days  prior to the commencement  of such  Interest  Period  divided (and rounded  upward
to the next whole  multiple of 1/16 of 1%) by (ii) a  percentage  equal to 100% minus the
then  stated  maximum  rate of all  reserve  requirements (including,  without
 limitation,  any  marginal,  emergency,   supplemental,  special  or  other  reserves)
applicable  to any member bank of the  Federal  Reserve  System in respect of
 Eurocurrency  liabilities  as defined in Regulation D (or any successor category of
liabilities under Regulation D).

LIBOR
Loans shall mean each Loan bearing interest at LIBOR.

Lien shall
mean any mortgage, pledge,  hypothecation,  assignment,  deposit arrangement,
encumbrance,  lien  (statutory or other),  preference,  priority or other security
 agreement of any kind or nature whatsoever (including,  without limitation,  any
conditional sale or other title retention agreement, any  financing or similar  statement
or notice filed under any  recording or notice  statute,  and any lease having
substantially the same effect as any of the foregoing).

Loans shall
have the meaning provided in Section 1.1(a).

Margin
Stock shall have the meaning provided in Regulation U.

Material
 Adverse  Effect  shall mean (i) a  material  adverse  effect on the  condition
(financial or otherwise),  business, operations, assets, properties,  liabilities or
prospects of any Credit Party or any Credit Party and its  Subsidiaries  taken as a whole
or (ii) a material  adverse  effect (x) on the rights or  remedies of the  Lenders or the
 Administrative  Agent  hereunder  or under any other  Credit Document  or (y) on the
 ability  of any Credit  Party to  perform  its  obligations  to the  Lenders or the
Administrative Agent hereunder or under any other Credit Document.

Material
 Disposition  shall mean any  Disposition  (or series of related  Dispositions) pursuant
to which the  Borrower or any of its  Subsidiaries  (other  than Viña San Pedro S.A.  and
 Compañía Cervecerías Unidas Argentina S.A.) receives Net Disposition Proceeds equal to
or in excess of $10,000,000.

Material
 Recovery Event shall mean any Recovery Event pursuant to which the Borrower or any of
its  Subsidiaries  (other than Viña San Pedro S.A. and Compañía  Cervecerías  Unidas
 Argentina S.A.) receives Net Insurance Proceeds equal to or in excess of $10,000,000.

Material
 Subsidiaries  shall mean those  Subsidiaries  of the Borrower on the Effective Date
 which  account  for  (a) at  least  10% of the  total  Consolidated  assets  of the
 Borrower  and its Subsidiaries,  taken as a whole,  or (b) at least 10% of the
 Consolidated  revenues of the Borrower and its Subsidiaries,  taken as a whole, in each
case  determined for each such Subsidiary (on a consolidated  basis with its
 Subsidiaries)  as of the last day of, or for the most recent fiscal quarter of, the
Borrower ended prior to the Effective Date, and designated as such on Schedule III hereto.

Moodys shall
mean Moodys Investors Service, Inc. (or its successor).

NAIC shall
mean the National Association of Insurance Commissioners.

Net
Disposition Proceeds shall mean, for any Disposition, the cash proceeds (including any
cash received by way of deferred payment pursuant to a promissory note, receivable or
otherwise, but only as and when received) received from such Disposition (or series of
related Dispositions), net of (i) the reasonable costs of such Disposition
(including fees and commissions, payments of unassumed liabilities relating to
the assets sold and required payments of any Indebtedness which is secured by the
respective assets which were disposed of), (ii) the compensation required to be
paid (pursuant to a resolution of the shareholders of the Borrower) to the Board of
Directors of the Borrower in connection with such Disposition, (iii) the incremental
taxes paid or payable by the Borrower as a result of such Disposition and (iv) any
amount (subject to the immediately succeeding proviso) required to be reserved (and
subsequently used) for the payment of dividends of the Borrower or the relevant
Subsidiary (in the case of any such Subsidiary, to the extent that any such
Dividend is paid to a Person other than the Borrower or any Subsidiary thereof) in
accordance with the prevailing dividend policy of the Borrower or such Subsidiary (as
established by the shareholders of such Person prior to the date of such Disposition);
providedthat for purposes of this clause (iv), in the event that the applicable
dividend policy of the Borrower or any such Subsidiary requires the payment of
dividends in excess of 50% of the profits of such Person, the amount permitted to be
deducted pursuant to this clause (iv) shall be limited to (and shall not exceed) 50% of
the net profits of such Person.

Net
Insurance  Proceeds  shall mean, with respect to any Material  Recovery  Event,  the
cash proceeds  received in respect of such Material  Recovery Event (net of (x)
 reasonable  costs and taxes incurred in connection with such Material  Recovery Event
and (y) any required  payments of any Indebtedness which is secured by the respective
assets or property subject to such Material Recovery Event).

Non-Defaulting
Lender shall mean and include each Lender other than a Defaulting Lender.

Noon
 Buying  Rate shall mean the noon buying rate in New York City for cable  transfers in
foreign currencies as certified for customs purposes by the Federal Reserve Bank of New
York.

Note shall
have the meaning provided in Section 1.1(d).

Notice
of Borrowing shall have the meaning provided in Section 1.1(b).

Notice
 Office  shall mean the office of the  Administrative  Agent located at 90 Hudson
Street,  5th Floor,  Jersey  City,  NJ 07302,  Attention:  Adwin Velez or such other
office or person as the Administrative Agent may hereafter designate in writing as such
to the other parties hereto.

Obligations  shall
mean all amounts,  direct or  indirect,  contingent  or absolute,  of every  type or
 description,  and at any time  existing,  owing to any Agent or any Lender  pursuant  to
the terms of this Agreement or any other Credit Document.

Payment
 Office shall mean the office of the  Administrative  Agent located at 90 Hudson Street,
 5th Floor,  Jersey City, NJ 07302,  Attention:  Adwin Velez,  or such other office or
person as the Administrative Agent may hereafter designate in writing as such to the
other parties hereto.

Permitted
Acquisition shall mean the acquisition by the Borrower or a Subsidiary thereof
of an Acquired Entity or Business (including by way of merger of such Acquired Entity
or Business with and into the Borrower (so long as the Borrower is the surviving
corporation) or a Subsidiary thereof (so long as the Subsidiary is the surviving
corporation)), providedthat (in each case) (A) the consideration paid or to be
paid by the Borrower or such Subsidiary consists solely of cash, the issuance or
incurrence of Indebtedness otherwise permitted by Section 8.4 or the issuance of
capital stock of the Borrower, (B) no Default or Event of Default shall have occurred
and be continuing as of the date of any such acquisition or result therefrom and (C)
the Acquired Entity or Business acquired pursuant to the respective Permitted
Acquisition is engaged in a Permitted Business.

Permitted
 Businesses shall mean any business of the type engaged in by the Borrower and its
 Subsidiaries as of the Effective Date and all reasonable  extensions  thereof and
businesses  ancillary or  complementary  thereto  (it being  understood  and agreed that
the  business  of food and  beverage is a complementary business).

Permitted
Liens shall have the meaning provided in Section 8.1.

Person  shall
 mean any  individual,  partnership,  joint  venture,  firm,  corporation, limited
 liability  company,  association,  trust  or  other  enterprise  or  any  government  or
 political subdivision or any agency, department or instrumentality thereof.

Peso shall
mean the lawful currency of Chile.

Prime
 Lending Rate shall mean the rate which the  Administrative  Agent  announces from time
to time as its prime  lending  rate,  the Prime  Lending Rate to change when and as such
prime  lending rate changes.  The Prime Lending Rate is a reference rate and does not
 necessarily  represent the lowest or best rate actually  charged to any customer.  The
 Administrative  Agent may make commercial  loans or other loans at rates of interest at,
above or below the Prime Lending Rate.

Principal
Holders shall mean each of, or all of, as the context shall require, Quiñenco S.A., a
corporation (sociedad anónima) organized and existing under the laws of Chile and
Heineken N.V., a corporation organized and existing under the laws of The
Netherlands (or any direct or indirect Wholly-Owned Subsidiary thereof).

Projections shall
have the meaning provided in Section 4.9.

Public
 Corporate  Rating shall mean, as of any date,  the highest  rating that has been most
recently announced by S&P or Moodys, as the case may be, as the corporate rating of the
Borrower.

Recovery
 Event shall mean the receipt by the Borrower or any of its Subsidiaries of any cash
insurance  proceeds or  condemnation  awards payable by reason of theft,  loss,  physical
 destruction, damage, taking,  condemnation,  seizing or any other similar event with
respect to any property or assets of any such Person (excluding proceeds from business
interruption insurance).

Register shall
have the meaning provided in Section 13.18.

Regulation
 D shall mean  Regulation D of the Board of Governors of the Federal  Reserve System as
from time to time in effect and any  successor to all or a portion  thereof  establishing
 reserve requirements.

Regulation
 T shall mean  Regulation T of the Board of Governors of the Federal  Reserve System as
from time to time in effect and any successor to all or a portion thereof.

Regulation
 U shall mean  Regulation U of the Board of Governors of the Federal  Reserve System as
from time to time in effect and any  successor  to all or a portion  thereof
 establishing  margin requirements.

Regulation
 X shall mean  Regulation X of the Board of Governors of the Federal  Reserve System as
from time to time in effect and any successor to all or a portion thereof.

Replaced
Lender shall have the meaning provided in Section 1.8.

Replacement
Lender shall have the meaning provided in Section 1.8.

Required
 Lenders  shall  mean,  at any time,  Non-Defaulting  Lenders  the sum of whose
outstanding Loans (and, if prior to the termination thereof,  Commitments)  represent an
amount greater than 51% of the sum of all outstanding Loans (and, if prior to the
termination  thereof,  the Commitments) of the Non-Defaulting Lenders.

Returns shall
have the meaning provided in Section 6.11.

S&P shall
mean Standard & Poors Ratings Services (or its successor),  a division of The
McGraw-Hill Companies, Inc.

Scheduled
Repayments shall have the meaning provided in Section 3.2(a).

Subsidiary of
any Person shall mean (i) any corporation  more than 50% of whose stock of any  class or
 classes  having  by the  terms  thereof  ordinary  voting  power to elect a  majority
 of the directors of such  corporation  (irrespective of whether or not at the time stock
of any class or classes of such  corporation  shall have or might have voting power by
reason of the happening of any  contingency)  is at the time owned by such Person
 directly or  indirectly  through  Subsidiaries  and (ii) any  partnership, association,
 limited  liability  company,  joint  venture or other entity in which such Person
 directly or indirectly through Subsidiaries has more than a 50% equity interest at the
time.

SVS shall
mean the Superintendencia de Valores y Seguros.

Tax
Benefit shall have the meaning provided in Section 3.4(b).

Taxes shall
have the meaning provided in Section 3.4.

Test
Period shall mean, as to any Person,  the four consecutive  fiscal quarters of such
Person then last ended (in each case taken as one accounting period).

Total
Commitment shall mean, at any time, the sum of the Commitments of the Lenders.

Unidad
de Fomento shall mean an inflation-indexed, Chilean Peso-denominated
adjustability unit, calculated by the Central Bank of Chile as provided in No. 9 of
article 35 of Law No. 18,840 and number 3(a) of Chapter II.B.3 of the Compendium of
Financial Regulations of the Central Bank of Chile.

United
States and U.S. shall each mean the United States of America.

Wholly-Owned
 Subsidiary shall mean, as to any Person, (i) any corporation 100% of whose capital
 stock  (other than  nominal  amounts of shares  required to be held other than by such
Person under applicable  law) is at the time owned by such Person and/or one or more
 Wholly-Owned  Subsidiaries  of such Person and (ii) any partnership,  association,
 limited liability company,  joint venture or other entity in which such Person and/or
one or more  Wholly-Owned  Subsidiaries  of such Person has a 100% equity  interest
(other than nominal  amounts of shares  required to be held other than by any such Person
 under  applicable law) at such time.

SECTION
12. Agents.

12.1
Appointment. Each Lender hereby irrevocably designates and appoints DBNY as
Administrative Agent and DBSI and BBVASI as Lead Arrangers, in each case to act as
specified herein and in the other Credit Documents, and each such Lender hereby
irrevocably authorizes the Administrative Agent and each Lead Arranger to take such
action on its behalf under the provisions of this Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent and such Lead Arranger by the terms of this
Agreement and the other Credit Documents, together with such other powers as are
reasonably incidental thereto. Each Lender hereby irrevocably designates and
appoints the Administrative Agent to execute the Chilean Guaranty on its behalf and
on behalf of its successors and assigns. The provisions of this Section 12 are solely
for the benefit of the Administrative Agent, the Lead Arrangers and the Lenders,
and neither the Borrower nor any of its Subsidiaries shall, except as expressly
set forth in Section 12.11, have any rights as third party beneficiaries of any of
the provisions hereof.

12.2
Nature of Duties. Each of the Administrative Agent and each Lead Arranger agrees
to act as such upon the express conditions contained in this Section 12.
Notwithstanding any provision to the contrary elsewhere in this Agreement or in any
other Credit Document, the Administrative Agent and each Lead Arranger shall not
have any duties or responsibilities, except those expressly set forth herein or in the
other Credit Documents, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or otherwise
exist against the Administrative Agent or any Lead Arranger. The duties of the
Administrative Agent and each Lead Arranger shall be mechanical and administrative
in nature; the Administrative Agent and each Lead Arranger shall not have (or be
deemed to have) by reason of this Agreement or any other Credit Document a fiduciary
relationship in respect of any Lender or the holder of any Note; and nothing in this
Agreement or any other Credit Document, expressed or implied, is intended to or
shall be so construed as to impose upon any such Agent any obligations in respect of
this Agreement or any other Credit Document except as expressly set forth herein or
therein. None of the Administrative Agent or any Lead Arranger nor any of their
officers, directors, agents, employees or affiliates shall be liable for any action
taken or omitted by them hereunder or under any other Credit Document or in
connection herewith or therewith, unless caused by the gross negligence or willful
misconduct of such Person (as determined by a court of competent jurisdiction in
a final and non-appealable decision).

12.3
Delegation of Duties. Each of the Administrative Agent and each Lead Arranger may
execute any of its duties under this Agreement or any other Credit Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel concerning
all matters pertaining to such duties. None of the Administrative Agent or any
Lead Arranger shall be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

12.4
Exculpatory Provisions. None of the Administrative Agent, any Lead Arranger or any
of their respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person in its capacity as Administrative Agent or Lead Arranger, as the case may
be, under or in connection with this Agreement or the other Credit Documents (except for
its own gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision) or (ii) responsible in any manner to
any of the Lenders for any recitals, statements, representations or warranties made by
the Borrower or any Subsidiary of the Borrower or any of their respective officers
contained in this Agreement or the other Credit Documents, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent or such Lead Arranger under or in connection with, this Agreement or
any other Credit Document or for any failure of any Credit Party or any of its
Subsidiaries or any of their respective officers to perform their obligations hereunder
or thereunder. None of the Administrative Agent or the Lead Arrangers shall be under any
obligation to any Lender to ascertain or to inquire as to the observance or performance
of any of the agreements contained in, or conditions of, this Agreement or the other
Credit Documents, or to inspect the properties, books or records of any Credit Party or
any of its Subsidiaries. None of the Administrative Agent or any Lead Arranger shall be
responsible to any Lender for the effectiveness, genuineness, validity, enforceability,
collectability or sufficiency of this Agreement or any other Credit Document or for any
representations, warranties, recitals or statements made herein or therein or made in any
written or oral statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith furnished or made
by the Administrative Agent or such Lead Arranger, as the case may be, to the Lenders or
by or on behalf of any Credit Party or any of its Subsidiaries to the Administrative
Agent or such Lead Arranger, as the case may be, or any Lender or be required to
ascertain or inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or therein or as to the use of the
proceeds of the Loans or of the existence or possible existence of any Default or Event
of Default.

12.5
Reliance by Agents. The Administrative Agent and each Lead Arranger shall be
entitled to rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram,
facsimile, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or
made by the proper Person or Persons and upon advice and statements of legal
counsel (including, without limitation, counsel to the Borrower or any of its
Subsidiaries), independent accountants and other experts selected by the Administrative
Agent or such Lead Arranger, as the case may be.

12.6
Notice of Default. None of the Administrative Agent or any Lead Arranger shall be
deemed to have knowledge or notice of the occurrence of any Default or Event of Default
unless the Administrative Agent or such Lead Arranger, as the case may be, has
actually received notice from a Lender or any Credit Party referring to this
Agreement, describing such Default or Event of Default and stating that such notice is
a notice of default. In the event that the Administrative Agent receives
such a notice, the Administrative Agent shall give prompt notice thereof to the
Lenders. The Administrative Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required
Lenders; providedthat, unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of the
Lenders. The Administrative Agent shall be fully justified in failing or refusing to
take any action under this Agreement or any other Credit Document unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action. The Administrative Agent shall in all
cases be fully protected (and no Lender or holder of any Note shall have any right of
action whatsoever against the Administrative Agent as a result thereof) in acting,
or in refraining from acting, under this Agreement and the other Credit Documents in
accordance with a request of the Required Lenders, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders.

12.7
Nonreliance on Agents and Other Lenders. Each Lender expressly acknowledges
that none of the Administrative Agent, any Lead Arranger or any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates has made any
representations or warranties to it and that no act by the Administrative Agent or any
Lead Arranger hereinafter taken, including any review of the affairs of any Credit
Party or any of its Subsidiaries, shall be deemed to constitute any representation or
warranty by the Administrative Agent or such Lead Arranger to any Lender.
Each Lender represents to the Administrative Agent and each Lead Arranger that
it has, independently and without reliance upon the Administrative Agent, any Lead
Arranger or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the business,
assets, operations, property, financial and other condition, prospects and
creditworthiness of each Credit Party and its Subsidiaries and made its own decision
to make its Loans hereunder and enter into this Agreement. Each Lender also represents
that it will, independently and without reliance upon the Administrative Agent,
any Lead Arranger 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 analysis,
appraisals and decisions in taking or not taking action under this Agreement, and to
make such investigation as it deems necessary to inform itself as to the business,
assets, operations, property, financial and other condition, prospects and
creditworthiness of each Credit Party and its Subsidiaries. None of the Administrative
Agent or any Lead Arranger shall have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, operations, assets,
property, financial and other condition, prospects or creditworthiness of any
Credit Party or any of its Subsidiaries which may come into the possession of the
Administrative Agent or such Lead Arranger or any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates.

12.8
Indemnification. The Lenders agree to indemnify the Administrative Agent and the
Lead Arrangers in their respective capacities as such ratably according to their
respective percentages as used in determining the Required Lenders at such time
or, if the Commitments have terminated and all Loans have been repaid in full, as
determined immediately prior to such termination and repayment, from and against any
and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the
Obligations) be imposed on, incurred by or asserted against the Administrative Agent
or a Lead Arranger in their respective capacities as such in any way relating to or
arising out of this Agreement or any other Credit Document, or any documents
contemplated by or referred to herein or the transactions contemplated hereby or
any action taken or omitted to be taken by the Administrative Agent or any Lead
Arranger under or in connection with any of the foregoing, but only to the extent
that any of the foregoing is not paid by the Borrower or any of its Subsidiaries;
providedthat no Lender shall be liable to the Administrative Agent or any Lead
Arranger for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting primarily from the gross negligence or willful misconduct of the
Administrative Agent or such Lead Arranger (as determined by a court of
competent jurisdiction in a final and non-appealable decision). If any indemnity
furnished to the Administrative Agent or any Lead Arranger for any purpose shall, in
the opinion of the Administrative Agent or such Lead Arranger be insufficient or
become impaired, the Administrative Agent or such Lead Arranger, as the case
may be, may call for additional indemnity and cease, or not commence, to do the acts
indemnified against until such additional indemnity is furnished. The agreements in
this Section 12.8 shall survive the payment of all Obligations.

12.9
Agents in Their Individual Capacities. The Administrative Agent and each Lead
Arranger and their respective affiliates may make loans to, accept deposits from and
generally engage in any kind of business with any Credit Party or any of its
Subsidiaries or of any Affiliate of any such Person as though the Administrative
Agent or such Lead Arranger, as the case may be, were not the Administrative Agent
or a Lead Arranger, as the case may be, hereunder and may accept fees and other
consideration from the Borrower or any other Credit Party for services in connection
with this Agreement and otherwise without having to account for the same to the
Lenders. With respect to the Loans made by it and all Obligations owing to it, each
of the Administrative Agent and each Lead Arranger shall have the same rights and
powers under this Agreement as any Lender and may exercise the same as though it were
not the Administrative Agent or a Lead Arranger, as the case may be, and the terms Lender and
Lenders shall include the Administrative Agent and each Lead Arranger in their
individual capacities.

12.10
Holders. The Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes hereof unless and until a written notice of the
assignment, transfer or endorsement thereof, as the case may be, shall have been
recorded in the Register in accordance with Section 13.18. Any request, authority
or consent of any Person who, at the time of making such request or giving such
authority or consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee, assignee or indorsee, as the case may be, of such
Note or of any Note or Notes issued in exchange therefor.

12.11
Resignation of the Administrative Agent.  (a) The Administrative Agent may
resign from the performance of all its functions and duties hereunder and/or under
the other Credit Documents at any time by giving 15 Business Days prior written notice
to the Borrower and the Lenders. Such resignation shall take effect upon the
appointment of a successor Administrative Agent pursuant to clauses (b) and (c)
below, or as otherwise provided below.

(b)
     Upon any such notice of resignation,  the Required Lenders shall appoint a successor
Administrative Agent hereunder or thereunder who shall be a commercial bank or trust
company  reasonably  acceptable to the Borrower.

(c)
     If a successor  Administrative  Agent shall not have been so appointed  within such
15 Business Day period,  the  Administrative  Agent,  with  the  consent  of  the
 Borrower  (which  consent  shall  not  be unreasonably  withheld or delayed),  shall
then appoint a successor  Administrative Agent who shall serve as Administrative  Agent
 hereunder or thereunder  until such time, if any, as the Required  Lenders  appoint a
successor Administrative Agent as provided above.

(d)
     If no successor  Administrative Agent has been appointed pursuant to clause (b) or
(c) above by the 20th  Business Day after the date such notice of  resignation  was given
by the  Administrative  Agent,  the Administrative  Agents  resignation  shall become
 effective  and the  Required  Lenders  shall  thereafter perform all the duties of the
 Administrative  Agent hereunder  and/or under any other Credit Document until such time,
if any, as the Required Lenders appoint a successor Administrative Agent as provided
above.

11.12
The Lead Arrangers. Notwithstanding anything to the contrary contained in this
Agreement, no Lead Arranger shall have any rights, obligations, responsibilities or
duties under this Agreement in its capacity as such other than the rights set forth in
this Section 12 and Section 13.

SECTION
3. Miscellaneous.

13.1
Payment of Expenses, etc. The Credit Parties jointly and severally agree that they
will:  (i) whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of (x) the Agents (including, without
limitation, the reasonable fees and disbursements of White & Case LLP, as special U.S.
counsel to the Agents, Claro y Cía, as special Chilean counsel to the Agents and Walkers,
special Cayman Islands counsel to the Agents) in connection with the preparation,
execution, delivery and administration of this Agreement and the other Credit Documents
and the documents and instruments referred to herein and therein, providedthat certain
of such costs and expenses described in this clause (x) to the extent incurred on or
prior to the Effective Date shall be subject to the limitations set forth in the
Commitment Letter, (y) the Administrative Agent (including, without limitation, the
reasonable fees and disbursements of counsel and consultants) in connection with any
amendment, waiver or consent relating to this Agreement or any other Credit Document and
any document or instrument referred to herein or therein and (z) each Agent and each of
the Lenders in connection with the enforcement of this Agreement and the other Credit
Documents and the documents and instruments referred to herein and therein or in
connection with any refinancing or restructuring of the credit arrangements provided
under this Agreement in the nature of a work-out or pursuant to any insolvency or
bankruptcy proceedings (including, without limitation, the reasonable fees and
disbursements of counsel and consultants for each Agent and counsel for each of the
Lenders); (ii) pay and hold each of the Lenders harmless from and against any and all
present and future stamp, excise and other similar taxes with respect to the foregoing
matters and save each of the Agents and Lenders harmless from and against any and all
liabilities with respect to or resulting from any delay or omission (other than to the
extent attributable to such Agent or Lender) to pay such taxes; and (iii) indemnify each
Agent and each Lender, and each of their respective affiliates, officers, directors,
employees, advisors and representatives from and hold each of them harmless against any
and all liabilities, obligations (including removal or remedial actions), losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements
(including reasonable attorneys and consultants fees and disbursements) incurred by,
imposed on or assessed against any of them as a result of, or arising out of, or in any
way related to, or by reason of, any investigation, litigation or other proceeding
(whether or not any Agent or any Lender is a party thereto) related to the entering into
and/or performance of this Agreement or any other Credit Document or the use of proceeds
of the Loans or the consummation of any transactions contemplated herein or in any other
Credit Document or the exercise of any of their rights or remedies provided herein or in
the other Credit Documents, including, in each case, without limitation, the reasonable
fees and disbursements of counsel and other consultants incurred in connection with any
such investigation, litigation or other proceeding (but excluding any losses,
liabilities, claims, damages or expenses to the extent incurred by reason of the gross
negligence or willful misconduct of the Person to be indemnified (as determined by a
court of competent jurisdiction in a final and non-appealable decision). To the extent
that the undertaking to indemnify, pay or hold harmless any Agent or any Lender set forth
in the preceding sentence may be unenforceable because it is violative of any law or
public policy, the Credit Parties shall make the maximum contribution to the payment and
satisfaction of each of the indemnified liabilities which is permissible under applicable
law.

13.2
Right of Setoff. In addition to any rights now or hereafter granted under
applicable law or otherwise, and not by way of limitation of any such rights, upon
the occurrence and during the continuance of an Event of Default, the Administrative
Agent and each Lender is hereby authorized at any time or from time to time, without
presentment, demand, protest or other notice of any kind to any Credit Party or any of
its Subsidiaries or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and apply any and all deposits (general or special) and
any other Indebtedness at any time held or owing by the Administrative Agent or such
Lender (including, without limitation, by branches and agencies of such Lender
wherever located) to or for the credit or the account of any Credit Party against and
on account of any Obligations and liabilities of such Credit Party to the Administrative
Agent or such Lender under this Agreement or under any of the other Credit Documents,
including, without limitation, all interests in Obligations purchased by such Lender
pursuant to Section 13.6(b), and all other claims of any nature or description
arising out of or connected with this Agreement or any other Credit Document,
irrespective of whether or not the Administrative Agent or such Lender shall have
made any demand hereunder and although said Obligations, liabilities or claims,
or any of them, shall be contingent or unmatured.

13.3
Notices. Except as otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telex, telecopier or cable communication) and mailed, telecopied
or delivered: if to any Credit Party or any Lead Arranger, at the address specified
opposite its signature below; if to any Lender, at its address specified on Schedule II;
and if to the Administrative Agent, at the Notice Office; or, as to any Credit Party,
any Lead Arranger or any other Agent, at such other address as shall be designated
by such party in a written notice to the other parties hereto, and, as to each
Lender, at such other address as shall be designated by such Lender in a written
notice to the Credit Parties and the Administrative Agent. All such notices
and communications shall, when mailed, telecopied or sent by overnight courier, be
effective 10 days after deposit in the mail postage prepaid and addressed as
aforesaid, one Business Day after delivery to the overnight courier addressed as
aforesaid or upon receipt of any telecopy confirmation by the sender thereof, as
the case may be, except that notices and communications to any Agent or any Lender
shall not be effective until received.

13.4
Benefit of Agreement; Assignments; Participations. (a) This Agreement and the
other Credit Documents shall be binding upon and inure to the benefit of and
be enforceable by the respective successors and assigns of the parties hereto;
provided, however, that no Credit Party may assign or transfer any of its rights,
obligations or interest hereunder or under any other Credit Document without the
prior written consent of all of the Lenders; and, provided further, that although
any Lender may transfer, assign or grant participations in its rights hereunder, such
Lender shall remain a Lender for all purposes hereunder and the participant shall not
constitute a Lender hereunder (and may not transfer or assign all or any portion of
its Commitment and outstanding Obligations hereunder except as provided in Sections 1.8
and 13.4(b)); and, provided further, that no Lender shall grant any participation under
which the participant shall have rights to approve any amendment to or waiver of this
Agreement or any other Credit Document except to the extent such amendment or
waiver would (i) extend the final scheduled maturity of any Loan or Note in which
such participant is participating, or reduce the rate or extend the time of payment of
interest or Fees thereon (except in connection with a waiver of applicability of any
post-default increase in interest rates) or reduce the principal amount thereof (it
being understood that any amendment or modification to the pricing grid set forth in
the definition of Applicable Marginappearing in Section 11 for the sole purpose
of incorporating equivalent ratings published by a rating agency other than S&P or
Moodys (as a component of the definition of Public Corporate Rating) shall not
constitute a reduction in the rate of interest for the purpose of this proviso), or
increase the amount of the participants participation over the amount thereof then in
effect (it being understood that a waiver of any Default or Event of Default or of a
mandatory repayment of Loans or of a mandatory reduction of Commitments shall not
constitute a change in the terms of such participation, and that an increase in any
Commitment or Loan shall be permitted without the consent of any participant if
the participants participation is not increased as a result thereof), (ii) consent
to the assignment or transfer by any Credit Party of any of its respective rights and
obligations under this Agreement or (iii) release the Guarantor from its
obligations under any Guaranty (except in accordance with the express terms of this
Agreement or such Guaranty). In the case of any such participation, the participant
shall not have any rights under this Agreement or any of the other Credit Documents
(the participants rights against such Lender in respect of such participation to be
those set forth in the agreement executed by such Lender in favor of the participant
relating thereto) and all amounts payable by the Borrower hereunder shall be
determined as if such Lender had not sold such participation.

(b)
Notwithstanding the foregoing, any Lender (or any Lender together with one or more
other Lenders) may (x) assign all or a portion of its Commitment and related outstanding
Loans (or, if the Commitment has terminated, outstanding Loans) hereunder to (i) its
parent company and/or any affiliate of such Lender which is at least 50% owned by such
Lender or its parent company or to one or more other Lenders or their respective
parent company or to any affiliate of such other Lender which is at least 50% owned
by such Lender or its parent company or (ii) in the case of any Lender that is a fund
that invests in loans, any other fund that invests in loans and is managed or advised
by the same investment advisor of such Lender or by an Affiliate of such investment
advisor or (y) assign all, or if less than all, a portion equal to at least $2,000,000
in the aggregate for the assigning Lender or assigning Lenders, of such Commitment and
related outstanding Loans (or, if the Commitment has terminated, outstanding Loans)
hereunder to one or more Eligible Transferees (treating any fund that invests in
loans and any other fund that invests in loans and is managed or advised by the same
investment advisor of such fund or by an Affiliate of such investment advisor as a
single Eligible Transferee), each of which assignees shall become a party to this
Agreement as a Lender by execution of an Assignment and Assumption Agreement,
providedthat, (i) at such time, Schedule I shall be deemed modified to reflect the
Commitments and/or outstanding Loans, as the case may be, of such new Lender and of the
existing Lenders, (ii) upon the surrender of the relevant Notes by the assigning
Lender (or, upon such assigning Lenders indemnifying the Borrower of any lost Note
pursuant to a customary indemnification agreement) new Notes will be issued, at the
Borrowers expense, to such new Lender and to the assigning Lender upon the request of
such new Lender or assigning Lender, such new Notes to be in conformity with the
requirements of Section 1.1(d) (with appropriate modifications) to the extent needed to
reflect the revised Commitments and/or outstanding Loans, as the case may be, (iii)
the consent of the Administrative Agent and, so long as no Default or Event of Default
then exists, the consent of the Borrower (each of which consents shall not be
unreasonably withheld or delayed) shall be required in connection with any
assignment to an Eligible Transferee pursuant to clause (y) above, providedthat the
consent of the Borrower shall not be required for assignments by the Agents (or their
Affiliates) until the earlier of (A) the date on which the Agents (acting
jointly) have determined that the primary syndication of the Commitments and
Loans has been completed and (B) the 90th day following the Effective Date, (iv) the
Administrative Agent shall receive at the time of each such assignment, from the
assigning or assignee Lender, the payment of a non-refundable assignment fee of
$3,500 and (v) no such transfer or assignment will be effective until recorded by
the Administrative agent on the Register pursuant to Section 13.18. To the extent of
any assignment pursuant to this Section 13.04(b), the assigning Lender shall be
relieved of its obligations hereunder with respect to its assigned Commitments and/or
outstanding Loans. To the extent that an assignment of all or any portion of a Lenders
Commitment and/or outstanding Loans pursuant to Section 1.8 or this Section 13.4(b)
would, at the time of such assignment, result in increased costs under Section 1.5 or
3.4 from those being charged by the respective assigning Lender prior to such
assignment, then the Borrower shall not be obligated to pay such increased costs
(although the Borrower, in accordance with and pursuant to the other provisions of this
Agreement, shall be obligated to pay any other increased costs of the type described
above resulting from changes after the date of the respective assignment).

(c)
     Nothing in this  Agreement  shall  prevent or prohibit any Lender from pledging its
Loans and Notes hereunder  to a Federal  Reserve  Bank or the Central  Bank of Chile in
support of  borrowings  made by such Lender from such Federal  Reserve Bank or the
Central Bank of Chile,  as the case may be, upon notice to the Administrative  Agent,
 any Lender  which is a fund may pledge all or any  portion of its Loans and Notes to its
 trustee in support of its  obligations  to its  trustee.  No pledge  pursuant  to this
clause (c) shall release the transferor Lender from any of its obligations hereunder.

13.5
No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or
any Lender or any holder of any Note in exercising any right, power or privilege
hereunder or under any other Credit Document and no course of dealing between any
Credit Party and any Agent or any Lender or any holder of any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or further
exercise thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights, powers and remedies herein or in any other Credit Document
expressly provided are cumulative and not exclusive of any rights, powers or remedies
which any Agent or any Lender would otherwise have. No notice to or demand on any
Credit Party in any case shall entitle any Credit Party to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of any Agent or any Lender or any holder of any Note to any other or further
action in any circumstances without notice or demand.

13.6
Payments Pro Rata.  (a) Except as otherwise provided in this Agreement, the
Administrative Agent agrees that promptly after its receipt of each payment from or
on behalf of any Credit Party in respect of any Obligations of such Credit Party, it
shall distribute such payment to the Lenders (other than any Lender that has
consented in writing to waive its pro ratashare of any such payment) pro ratabased
upon their respective shares, if any, of the Obligations with respect to which such
payment was received.

(b)
Each of the Lenders agrees that, if it should receive any amount hereunder
(whether by voluntary payment, by the exercise of the right of setoff or bankers lien,
by counterclaim or cross action, by the enforcement of any right under the Credit
Documents, or otherwise), which is applicable to the payment of the principal of, or
interest on, the Loans or Fees, of a sum which with respect to the related sum or
sums received by other Lenders is in a greater proportion than the total of such
Obligation then owed and due to such Lender bears to the total of such Obligation
then owed and due to all of the Lenders immediately prior to such receipt (an Excess
Amount), then such Lender receiving such Excess Amount shall purchase for cash
without recourse or warranty from the other Lenders an interest in the Obligations of
the respective Credit Party to such Lenders in such amount as shall result in
a proportional participation by all of the Lenders in such amount; providedthat if
all or any portion of such Excess Amount is thereafter recovered from such Lender,
such purchase shall be rescinded and the purchase price restored to the extent of such
recovery, but without interest.

13.7
Calculations; Computations; Accounting Terms.  (a) The Financial Statements to
be furnished to the Lenders pursuant hereto shall be made and prepared in accordance
with Chilean GAAP, consistently applied throughout the periods involved (except
as set forth in the notes thereto or as otherwise disclosed in writing by the
Borrower to the Lenders); providedthat such Financial Statements also shall be
accompanied by convenience translations pursuant to which all Peso amounts will be
converted into Dollars both (i) using the Dólar Observadopublished on the last day
of the respective fiscal quarter or year of the Borrower, as the case may be, and (ii)
on the basis provided in Section 13.7(b)(i). Except as otherwise expressly provided
herein, all Financial Statements and other reports and certificates delivered pursuant
to this Agreement shall be in English.

(b)
     Notwithstanding  anything to the contrary  contained in clause (a) of this  Section
 13.7,  (i) all calculations  used in determining  compliance  with Sections 8.7 and 8.8
shall convert all Peso amounts into Dollars  using the average rate of exchange  during
the relevant  fiscal period based on the rates in effect in Chile on each Business Day
during such fiscal period,  (ii) for purposes of determining  compliance  with any
incurrence tests set forth in Sections 8.1 through 8.6,  inclusive,  any amounts so
incurred or expended (to the extent  incurred or expended in a currency  other than
Dollars)  shall be converted  into Dollars on the basis of the Noon  Buying  Rate as in
effect on the date of such  incurrence  or  expenditure  under any provision of any such
Section that has an aggregate  Dollar  limitation  provided for therein for any fiscal
period,  and  any  incurrences  or  expenditures  theretofore  made  during  such  fiscal
 period  shall  be recalculated  based on the Noon Buying Rate on the date on which any
 additional  incurrence or  expenditure is to be made,  and (iii) for  purposes  of
 determining  compliance  with any other  restriction  stated in Dollars in this
Agreement,  the dollar  equivalent amount of any amounts in any other foreign currency
shall be converted on the basis of the Noon Buying Rate as in effect on the date of
determination.

(c)
     All  computations  of interest and Fees hereunder  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 such interest or Fees are payable.

13.8
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.  (a)  THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN THE CHILEAN GUARANTY) AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REFERENCE
TO THE CONFLICT OF LAW RULES THEREOF). BY EXECUTION AND DELIVERY OF THIS AGREEMENT
OR ANY OTHER CREDIT DOCUMENT, EACH OF THE CREDIT PARTIES HEREBY IRREVOCABLY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN
IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND
ACCEPTS THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT MAY BE BROUGHT IN THE AFORESAID COURTS. EACH OF THE CREDIT PARTIES
HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL
JURISDICTION OVER SUCH CREDIT PARTY, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENTS
BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL
JURISDICTION OVER SUCH CREDIT PARTY. EACH OF THE CREDIT PARTIES FURTHER IRREVOCABLY
AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY PROCEEDING OR ANY
SUIT, ACTION, PROCEEDING TO ENFORCE OR EXECUTE ANY JUDGMENT BROUGHT AGAINST IT IN
THE STATE OF NEW YORK MAY BE MADE UPON CT CORPORATION SYSTEM, PRESENTLY LOCATED AT 111
EIGHTH AVENUE, NEW YORK, NEW YORK, 10011, USA, WHICH IS HEREBY IRREVOCABLY
APPOINTED DESIGNEE, APPOINTEE AND AGENT OF EACH OF THE CREDIT PARTIES FOR SERVICE OF
PROCESS IN THE STATE OF NEW YORK WITH RESPECT TO ANY CREDIT DOCUMENT AND ALL MATTERS
RELATED THERETO AND/OR CONTEMPLATED THEREBY. IF FOR ANY REASON SUCH DESIGNEE,
APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH OF THE CREDIT
PARTIES AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE
TERMS AND FOR THE PURPOSES OF THIS PROVISION REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT. EACH OF THE CREDIT PARTIES FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE,
PREPAID, TO ANY CREDIT PARTY AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW,
SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH OF THE CREDIT
PARTIES HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR
PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SUCH
SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL
AFFECT THE RIGHT OF ANY AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

(b)
     EACH OF THE CREDIT PARTIES HEREBY  IRREVOCABLY  WAIVES,  TO THE FULLEST  EXTENT
 PERMISSIBLE  UNDER APPLICABLE  LAW,  ANY  OBJECTION  WHICH IT MAY NOW OR  HEREAFTER
 HAVE TO THE  LAYING OF VENUE OF ANY OF THE AFORESAID  ACTIONS OR  PROCEEDINGS  ARISING
OUT OF OR IN CONNECTION  WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT  BROUGHT IN THE
COURTS  REFERRED  TO IN CLAUSE (a) ABOVE AND  HEREBY  FURTHER  IRREVOCABLY,  TO THE
EXTENT  PERMITTED  BY  APPLICABLE  LAW,  WAIVES  AND AGREES NOT TO PLEAD OR CLAIM IN ANY
SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.

(c)
     EACH OF THE PARTIES TO THIS  AGREEMENT  HEREBY  IRREVOCABLY  WAIVES ALL RIGHT TO A
TRIAL BY JURY IN ANY ACTION,  PROCEEDING  OR  COUNTERCLAIM  ARISING OUT OF OR RELATING TO
THIS  AGREEMENT,  THE OTHER  CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.

(d)
    EACH OF THE CREDIT PARTIES  HEREBY  IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT IT
MAY  EFFECTIVELY  DO SO, THE RIGHT TO DEMAND THAT ANY OF THE AGENTS OR ANY OF THE LENDERS
POST A PERFORMANCE BOND OR  GUARANTY  IN ANY  ACTION OR  PROCEEDING  INITIATED  AGAINST
 ANY SUCH  PARTY IN CHILE AND TO RECUSE WITHOUT CAUSE ANY MEMBERS OF THE COURTS HAVING
 JURISDICTION OVER ANY AND ALL LEGAL PROCEEDINGS  ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT.

13.9
Counterparts.This Agreement may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A complete set of counterparts executed by
all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

13.10
Effectiveness.This Agreement shall become effective on the date (the Effective
Date) on which each Credit Party, the Administrative Agent, each Lead Arranger and
each of the Lenders shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered the same to the Administrative Agent
at the Notice Office or, in the case of the Lenders, shall have given to the
Administrative Agent telephonic (confirmed in writing), written, telex or facsimile
notice (actually received) at such office that the same has been signed and mailed
to it. The Administrative Agent will give the Borrower and each Lender prompt written
notice of the occurrence of the Effective Date.

13.11
Headings Descriptive. The headings of the several sections and subsections of
this Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.

13.12
Amendment or Waiver.  (a) Neither this Agreement nor any other Credit
Document nor any terms hereof or thereof may be changed, waived, discharged or
terminated unless such change, waiver, discharge or termination is in writing signed
by the respective Credit Parties party thereto and the Required Lenders; providedthat no such change, waiver, discharge or termination shall, without the consent of each
Lender (with Obligations being directly affected in the case of following clause
(i)), (i) extend the final scheduled maturity of any Loan or Note or reduce the rate
or extend the time of payment of interest (except in connection with the waiver of
applicability of any post-default increase in interest rates) or Fees thereon or
reduce the principal amount thereof (except to the extent repaid in cash) (it
being understood that any amendment or modification to the pricing grid set
forth in the definition of Applicable Margin appearing in Section 11 for the
sole purpose of incorporating equivalent ratings published by a rating agency
other than S&P or Moodys (as a component of the definition of Public Corporate
Rating) shall not constitute a reduction in the rate of interest for the purpose of
this clause (i)), (ii) release the Guarantor from its obligations under any Guaranty,
(iii) amend, modify or waive any provision of this Section 13.12 (except for technical
amendments with respect to additional extensions of credit pursuant to this Agreement
which afford the protections to such additional extensions of credit of the type
provided to the Loans on the Effective Date) (iv) reduce the percentage
specified in the definition of Required Lenders (it being understood that, with
the consent of the Required Lenders, additional extensions of credit pursuant to
this Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the extension of Loans and Commitments are included on
the Effective Date) or (v) consent to the assignment or transfer by any Credit Party
of any of its rights and obligations under this Agreement; provided further, that
no such change, waiver, discharge or termination shall (x) increase the Commitment
of any Lender over the amount thereof then in effect without the consent of such Lender
(it being understood that waivers or modifications of conditions precedent,
covenants, Defaults or Events of Default or of a mandatory reduction to the
Commitments shall not constitute an increase of the Commitment of any Lender) or (y)
without the consent of the respective Agent amend, modify or waive any provision of
Section 12 as same applies to such Agent or any other provision as same relates to the
rights or obligations of such Agent.

(b)
     If, in  connection  with any  proposed  change,  waiver,  discharge  or  termination
 to any of the provisions of this Agreement as  contemplated  by clauses (i) through (v),
 inclusive,  of the first proviso to Section  13.12(a),  the consent of the  Required
 Lenders is  obtained  but the consent of one or more of such other  Lenders whose
 consent is required is not  obtained,  then the Borrower  shall have the right to
replace each such non-consenting  Lender or Lenders (so long as all non-consenting
 Lenders are so replaced) with one or more  Replacement  Lenders  pursuant to Section 1.8
so long as at the time of such  replacement, each such Replacement  Lender consents to
the proposed change,  waiver,  discharge or termination,  provided that the  Borrower
 shall not have the right to replace a Lender  solely as a result of the exercise of such
Lenders  rights  (and the  withholding  of any  required  consent by such  Lender)
 pursuant  to the second proviso to Section 13.12(a).

13.13
Survival.  All indemnities set forth herein, including, without limitation, in
Sections 1.5, 1.6, 3.4, 12.8, 13.1, 13.6, 13.15 and 13.18, shall survive the
execution, delivery and termination of this Agreement and Notes and the making and
repayment of the Loans.

13.14
Domicile of Loans.  Each Lender may transfer and carry its Loans and Commitments
at, to or for the account of any office, Subsidiary or Affiliate of such Lender.

13.15
Judgment Currency. (a) Each of the Credit Parties obligations hereunder and
under the other Credit Documents to make payments in Dollars shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than Dollars, except to the extent
that such tender or recovery results in the effective receipt by the Administrative
Agent or the respective Lender of the full amount of Dollars expressed to be payable to
the Administrative Agent or such Lender under this Agreement or the other Credit
Documents. The obligation of each of the Credit Parties to make payments in Dollars
as aforesaid shall be enforceable as an alternative or additional cause of action
for the purpose of recovery in Dollars of the amount, if any, by which such actual
receipt shall fall short of the full amount of Dollars expressed to be payable in
respect of the principal of and interest on the Notes and any other amounts due under
any other Credit Document, and shall not be affected by judgment being obtained for
any other sums due under this Agreement or under any other Credit Document. Each
of the Credit Parties waives the right to invoke any defense of payment impossibility.

(b)
     If for the purpose of obtaining or enforcing  judgment  against any Credit Party in
any court or in any  jurisdiction,  it becomes necessary to convert into or from any
currency other than Dollars (such other currency  being  hereinafter  referred  to as
 the  Judgment  Currency)  an  amount  due in  Dollars,  the conversion shall be made
at the dollar equivalent thereof (as quoted by the  Administrative  Agent or if the
Administrative  Agent  does  not  quote a rate of  exchange  on such  currency,  by a
known  dealer  in such currency  designated  by the  Administrative  Agent)  determined,
 in each case,  as of the day on which the judgment is given (such  Business Day being
 hereinafter  referred to as the Judgment  Currency  Conversion Date). If there is a
change in the rate of exchange  prevailing  between the Judgment  Currency  Conversion
Date and the date of actual  payment of the amount due,  the Credit  Parties  covenant
 and agree to pay, or cause to be  paid,  such  additional  amounts,  if any (but in any
 event  not a lesser  amount),  as may be necessary to ensure that the amount paid in the
Judgment  Currency,  when  converted at the rate of exchange prevailing on the date of
payment,  will produce the amount of Dollars which could have been  purchased with the
amount of  Judgment  Currency  stipulated  in the  judgment  or  judicial  award at the
rate or exchange prevailing on the Judgment Currency Conversion Date.

(c)
     For purposes of  determining  the Dollar  equivalent or any other rate of exchange
for this Section 13.15,  such  amounts  shall  include any  premium  and costs  payable
in  connection  with the  purchase of Dollars.

13.16
Waiver of Sovereign Immunity.  Each of the Credit Parties, in respect of itself, its
Subsidiaries, its process agents, and its properties and revenues, hereby irrevocably
agrees that, to the extent that such Credit Party, its Subsidiaries or any of its
properties has or may hereafter acquire any right of immunity, whether characterized
as sovereign immunity or otherwise, from any legal proceedings, whether in the United
States, Chile, Cayman Islands or elsewhere, to enforce or collect upon the Loans or
any Credit Document or any other liability or obligation of such Credit Party or any of
its Subsidiaries related to or arising from the transactions contemplated by any
of the Credit Documents, including, without limitation, immunity from service of
process, immunity from jurisdiction or judgment of any court or tribunal, immunity
from execution of a judgment, and immunity of any of its property from attachment prior
to any entry of judgment, or from attachment in aid of execution upon a judgment, such
Credit Party, for itself and on behalf of its Subsidiaries, hereby expressly waives, to
the fullest extent permissible under applicable law, any such immunity, (including,
without limitation, the Foreign Sovereign Immunities Act of 1976 of the United States)
and agrees not to assert any such right or claim in any such proceeding, whether
in the United States, Chile, Cayman Islands or elsewhere.

13.17
English Language.  This Agreement and all other Credit Documents (other than the
Chilean Guaranty) shall be in the English language, except as required by Chilean law
(in which event certified English translations thereof shall be provided by the
Borrower to each Lender). Except in connection with the enforcement thereof in
Chile as may be required by Chilean law, any non-English translation of this
Agreement shall have no legal validity. All documents, certificates, reports or
notices to be delivered or communications to be given or made by any party hereto
pursuant to the terms of this Agreement or any other Credit Document shall be in the
English language or, if originally written in another language, shall be accompanied
by an accurate English translation upon which the other parties hereto shall have the
right to rely for all purposes of this Agreement and the other Credit Documents.

13.18
Register. The Borrower hereby designates the Administrative Agent, and the
Administrative Agent agrees, to serve as the Borrowers agent, solely for purposes
of this Section 13.18, to maintain a register (the Register) on which it will
record the Commitments from time to time of each of the Lenders, the Loans made by
each of the Lenders and each repayment in respect of the principal amount of the
Loans of each Lender. Failure to make any such recordation, or any error in such
recordation shall not affect the Borrowers obligations in respect of such Loans.
With respect to any Lender, the transfer of the Commitments of such Lender and the
rights to the principal of, and interest on, any Loan made pursuant to such
Commitment shall not be effective until such transfer is recorded on the
Register maintained by the Administrative Agent with respect to ownership of such
Commitments and Loans and prior to such recordation all amounts owing to the
transferor with respect to such Commitments and Loans shall remain owing to the
transferor. The registration of an assignment or transfer of all or part of any
Commitments and Loans shall be recorded by the Administrative Agent on the
Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered Assignment and Assumption Agreement pursuant to Section
13.4(b). Coincident with the delivery of such an Assignment and Assumption Agreement
to the Administrative Agent for acceptance and registration of assignment or transfer
of all or part of a Loan, or as soon thereafter as practicable, the assigning or
transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or
more new Notes in the same aggregate principal amount shall be issued to the assigning
or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this Section
13.18 other than those resulting from its gross negligence or willful misconduct.

13.19
Confidentiality. (a) Subject to the provisions of clause (b) of this Section
13.19, each of the Lenders and each Agent agrees (on behalf of itself and each of
its Affiliates, directors, officers, employees and representatives) to keep
confidential, in accordance with its customary procedures of handling confidential
information of the same nature and in accordance with safe and sound banking
practices, any non-public information supplied to it by any Credit Party or any
of its Subsidiaries pursuant to this Agreement; provided, however, that nothing
herein shall limit the disclosure of any such information (i) to the extent required by
statute, rule, regulation or judicial process, (ii) to counsel or other consultants
for any of the Lenders so long as such counsel or other consultants agrees that it
shall keep the non-public information confidential in accordance with these
provisions, (iii) to bank examiners, auditors or accountants or to any other
regulatory agency or body with proper authority (including non-governmental
regulatory agencies or bodies), (iv) to any Lender or any Agent, (v) in
connection with any litigation to which any one or more of the Lenders or any
Agent is a party where disclosure of such information is, in the opinion of counsel
for any Lender or such Agent, necessary or advisable in connection with any action,
claim, suit or proceeding, directly or indirectly, involving or potentially
involving such Lenders or such Agents and arising out of, based upon, relating to or
involving this Agreement or any other Credit Document, or any transactions contemplated
hereby or arising hereunder, (vi) to a Subsidiary or Affiliate of any Lender or any
Agent in connection with a transfer permitted by Section 13.14, (vii) to any assignee
or participant (or prospective assignee or participant) in connection with any
contemplated transfer of or participation in any of the Notes or the Commitments or
any interest therein by such Lender; providedthat such prospective assignee or
participant agrees to be bound by the provisions of this Section 13.19, or (viii) to
any credit rating agency that rates the financial condition of any Lender or the
claims paying ability of any Lender or the financial condition of the Borrower;
provided further, that in no event shall any Lender or any Agent be obligated or
required to return any materials furnished by any Credit Party unless previously
agreed in a separate writing among such Lender or Agent and such Credit Party;
provided that no Credit Document (or anything contained therein) shall constitute
such a writing or give rise to such an agreement.

(b)
Each Credit Party hereby acknowledges and agrees that each Lender may share
with any of its affiliates any information related to any Credit Party or any of its
Subsidiaries (including, without limitation, any nonpublic customer information
regarding the creditworthiness of any Credit Party and its Subsidiaries), providedsuch
Persons shall be subject to the provisions of this Section 13.19 to the same extent as
such Lender.

(c)
     None of the Lenders nor the Agents provide  accounting,  tax or legal advice.
 Notwithstanding  any express or implied claims of exclusivity or proprietary  rights,
 each Credit Party,  each Lender,  and each Agent hereby agree and  acknowledge  that
each Credit  Party,  each Lender and each Agent (and each of their employees,
 representatives  or other agents) are  authorized to disclose to any and all Persons,
 beginning immediately upon  commencement of their  discussions  with respect to the
transactions  contemplated by this Agreement  and without  limitation of any kind,  the
tax  treatment  and tax  structure of the  transactions contemplated  by this Agreement,
 and all materials of any kind  (including  opinions or other tax analyses) that are
provided to each Credit Party,  each Lender,  and each Agent relating to such tax
treatment and tax structure.  In this regard,  each Credit Party,  each Lender,  and each
Agent acknowledge and agree that the disclosure  of the tax treatment and tax structure
of the  transactions  contemplated  by this  Agreement is not limited in any way by an
express or implied  understanding  or  agreement,  oral or written  (whether or not such
 understanding or agreement is legally binding).  For purposes of this  authorization,  tax means
United  States  Federal  income tax,  tax  treatment  means the  purported or claimed
 Federal  income tax treatment of the transaction,  and tax structure means any fact
that may be relevant to understanding  the purported or claimed  Federal  income tax
treatment of the  transaction.  This Section  13.19(c) is intended to reflect  the
 understanding  of each  Credit  Party,  each  Lender,  and each  Agent that no
 transaction contemplated  by this  Agreement  is a  confidential  transaction  as
 that  phrase  is  used in  Treasury Regulation § 1.6011-4(b)(3)(i),  and shall be
interpreted in a manner consistent  therewith.  Nothing herein is intended to imply that
any of the Credit Parties,  Lenders, or Agents made or provided a statement,  oral or
written,  to, or for the  benefit of, any of each other as to the  potential  tax
 consequences  that are related to, or may result from the  transactions  contemplated
 by this Agreement.  Each Credit Party,  each Lender,  and each Agent  confirms that none
of the other  parties to this  Agreement has made or provided to it, or for its  benefit,
 any oral or  written  statement  as to any  potential  tax  consequences  that are
related to, or may result from, the transaction.



[SIGNATURES FOLLOW ON NEXT 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.

|Address:                  |                                                               
|------------------------- | --------------------------------------------------------------
|P.O. Box 309              | THE CAYMAN ISLANDS BRANCH OF COMPAÑÍA CERVECERÍAS UNIDAS S.A.,
|Ugland House              | as Borrower                                                   
|South Church Street       |                                                               
|George Town, Grand Cayman |                                                               
|Cayman Islands BWI        |                                                               
|Attention: Henry Harford  | By: /s/ Authorized Signatory                                  
|Fax No.: 345-949-8080     | Name:                                                         
|                          | Title:                                                        

|Bandera 84, 6th Floor      | CERVECERA CCU CHILE LIMITADA,
|-------------------------- | -----------------------------
|Santiago, Chile            | as Guarantor                 
|Attention: Patricio Jottar
|Fax No.: 562-427-3222     
|                           | By: /s/ Authorized Signatory 
|                           | Name:                        
|                           | Title:                       



|31 West 52nd Street      | DEUTSCHE BANK AG, NEW YORK BRANCH,
|------------------------ | ----------------------------------
|7th Floor                | as Administrative Agent           
|New York, New York 10019 | and individually, as a Lender     
|Attention: Anand Dutta  
|Fax No.: (646) 324-7456 
|                         | By: /s/ Authorized Signatory      
|                         | Name:                             
|                         | Title:                            
|                        
|                         | By: /s/ Authorized Signatory      
|                         | Name:                             
|                         | Title:                            

|31 West 52nd Street      | DEUTSCHE BANK SECURITIES INC.,
|------------------------ | ------------------------------
|7th Floor                | as Lead Arranger              
|New York, New York 10019
|Attention: Anand Dutta  
|Fax No.: (646) 324-7456 
|                         | By: /s/ Authorized Signatory  
|                         | Name:                         
|                         | Title:                        
|                        
|                         | By: /s/ Authorized Signatory  
|                         | Name:                         
|                         | Title:                        



|1345 Avenue of the Americas,45th Floor | BANCO BILBAO VIZCAYA ARGENTARIA S.A.,as a Lender
|-------------------------------------- | ------------------------------------------------
|New York, NY 10105                     |                                                 
|Attention: Michael Lopez              
|Telephone No.: 212-728-2359           
|Fax No.: 212-258-2216                 
|                                       | By: /s/ Authorized Signatory                    
|                                       | Name:                                           
|                                       | Title:                                          
|                                      
|                                       | By: /s/ Authorized Signatory                    
|                                       | Name:                                           
|                                       | Title:                                          

|1345 Avenue of the Americas, 45th Floor | BBVA SECURITIES INC.,as Lead Arranger
|--------------------------------------- | -------------------------------------
|New York, NY 10105                      |                                      
|Attention: Michael Lopez               
|Telephone No.: 212-728-2359            
|Fax No.: 212-258-2216                  
|                                        | By: /s/ Authorized Signatory         
|                                        | Name:                                
|                                        | Title:                               
|                                       
|                                        | By: /s/ Authorized Signatory         
|                                        | Name:                                
|                                        | Title:                               



| | THE BANK OF TOKYO-MITSUBISHI, LTD.
| | ----------------------------------
|
|
| | By:/s/ Authorized Signatory       
| | Name:                             
| | Title:                            



| | BAYERISCHE LANDESBANK, IBF  
| | ----------------------------
|
|
| | By: /s/ Authorized Signatory
| | Name:                       
| | Title:                      



| | BNP PARIBAS                 
| | ----------------------------
|
|
| | By: /s/ Authorized Signatory
| | Name:                       
| | Title:                      



| | EXPORT DEVELOPMENT CANADA   
| | ----------------------------
|
|
| | By: /s/ Authorized Signatory
| | Name:                       
| | Title:                      



| | HSBC BANK CHILE             
| | ----------------------------
|
|
| | By: /s/ Authorized Signatory
| | Name:                       
| | Title:                      



| | HSBC BANK PLC               
| | ----------------------------
|
|
| | By: /s/ Authorized Signatory
| | Name:                       
| | Title:                      



| | RABOBANK CURACAO N.V.       
| | ----------------------------
|
|
| | By: /s/ Authorized Signatory
| | Name:                       
| | Title:                      



| | THE BANK OF NOVA SCOTIA     
| | ----------------------------
|
|
| | By: /s/ Authorized Signatory
| | Name:                       
| | Title:                      



| | CAJA DE AHORROS Y MONTE DE PIEDAD DE
| | ------------------------------------
| | MADRID, CAJA MADRID MIAMI AGENCY    
|
|
| | By: /s/ Authorized Signatory        
| | Name:                               
| | Title:                              



| | SANPAOLO IMI S.P.A.         
| | ----------------------------
|
|
| | By: /s/ Authorized Signatory
| | Name:                       
| | Title:                      



|                                                  | SCHEDULE I  
|------------------------------------------------- | ------------
|                                                 
|COMMITMENTS                                      
|                                                 
|Lender                                            | Commitment  
|                                                 
|Deutsche Bank AG, New York Branch                 | $13,000,000 
|                                                 
|Banco Bilbao Vizcaya Argentaria S.A.              | $13,000,000 
|                                                 
|The Bank of Tokyo-Mitsubishi, Ltd.                | $13,000,000 
|                                                 
|Bayerische Landesbank, IBF                        | $13,000,000 
|                                                 
|BNP Paribas                                       | $13,000,000 
|                                                 
|Export Development Canada                         | $13,000,000 
|                                                 
|HSBC Bank Chile                                   | $3,000,000  
|                                                 
|HSBC Bank Plc                                     | $10,000,000 
|                                                 
|Rabobank Curacao N.V.                             | $13,000,000 
|                                                 
|The Bank of Nova Scotia                           | $13,000,000 
|                                                 
|Caja de Ahorros y Monte de Piedad de Madrid, Caja | $9,000,000  
|Madrid Miami Agency                              
|                                                 
|SanPaolo Imi S.p.A.                               | $9,000,000  
|                                                 
|TOTAL:                                            | $135,000,000



LENDER ADDRESSES

|Lender                                       | Address                                
|-------------------------------------------- | ---------------------------------------
|                                            
|Deutsche Bank AG, New York Branch            | 31 West 52nd Street                    
|                                             | New York, NY 10019                     
|                                             | Attention: Adwin Velez                 
|                                             | Telephone: 201-593-2178                
|                                             | Facsimile: 201-593-2308                
|                                            
|Banco Bilbao Vizcaya Argentaria S.A.         | 1345 Avenue of the Americas, 45th Floor
|                                             | New York, NY 10105                     
|                                             | Attention: Francisco Miguens           
|                                             | Telephone: 212-728-1682                
|                                             | Facsimile: 212-333-2926                
|                                            
|The Bank of Tokyo-Mitsubishi, Ltd.           | 1251 Avenue of the Americas,           
|                                             | New York, NY 10020-1104                
|                                             | Attention: Amy Won / Alba Hartnett     
|                                             | Telephone: 212-782-4182                
|                                             | Facsimile: 212-782-6400                
|                                            
|Bayerische Landesbank, IBF                   | 560 Lexington Avenue, 18th Floor       
|                                             | New York, NY 10022                     
|                                             | Attention: Patricia Sanchez            
|                                             | Telephone: 212-310-9610                
|                                             | Facsimile: 212-310-9930                
|                                            
|BNP Paribas                                  | Via España No. 200, Edificio Omanco    
|                                             | P.O. Box 201, Panama 1                 
|                                             | Panama                                 
|                                             | Attention: Efrain Rosas                
|                                             | Telephone: 507-263-1867                
|                                             | Facsimile: 507-263-6559                
|                                            
|Export Development Canada                    | 151 OConnor Street                    
|                                             | Ottawa, Canada                         
|                                             | Canada K1A 1K3                         
|                                             | Attention: Annette Vieira              
|                                             | Telephone: 613-597-8035                
|                                             | Facsimile: 613-598-2514                
|                                            
|HSBC Bank Chile                              | Av. Andrés Bello 2711, 9th Floor       
|                                             | Las Condes, Santiago                   
|                                             | Chile                                  
|                                             | Attention: Ricardo Marín Hernández     
|                                             | Telephone: 562-299-7200                
|                                             | Facsimile: 562-299-7393                
|                                            
|HSBC Bank Plc                                | HSBC Bank Plc. International           
|                                             | CS4.8 Canada Square                    
|                                             | London E14 5H0                         
|                                             | United Kingdom                         
|                                             | Attention: Roger Stebbing              
|                                             | Telephone: 44-207-992-1188             
|                                             | Facsimile: 44-207-991-4619             
|                                            
|Rabobank Curacao N.V.                        | Av. Andrés Bello 2777, 18th Floor      
|                                             | Las Condes, Santiago                   
|                                             | Chile                                  
|                                             | Attention: Macarena Rodriguez M.       
|                                             | Telephone: 562-203-3500                
|                                             | Facsimile: 562-203-3494                
|                                            
|The Bank of Nova Scotia                      | 720 King Street West, 4th Floor        
|                                             | Toronto, Canada M5V 2T3                
|                                             | Attention: Nancy Buccat                
|                                             | Telephone: 416-866-6471/5901           
|                                             | Facsimile: 416-866-5991                
|                                            
|Caja de Ahorros y Monte de Piedad de Madrid, | 701 Brickell Ave., Suite 2000          
|Caja Madrid Miami Agency                     | Miami, FL 33131                        
|                                             | Attention: Magdalena Viteri            
|                                             | Telephone: 305-370-3833 ext. 3021      
|                                             | Facsimile: 305-371-4243                
|                                            
|SanPaolo Imi S.p.A.                          | 245 Park Avenue, 35th Floor            
|                                             | New York, NY 10167                     
|                                             | Attention: Michael Arisozaber          
|                                             | Telephone: 212-692-3048                
|                                             | Facsimile: 212-699-6307                



TABLE OF CONTENTS

No.

|SECTION 1.  | Amount and Terms of Credit                                                     | 2                                                                                   
|----------- | ------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------
|            | 1.1                                                                            | The Commitments                                                                     
|            | 1.2                                                                            | Pro Rata Borrowings                                                                 
|            | 1.3                                                                            | Interest                                                                            
|            | 1.4                                                                            | Interest Periods                                                                    
|            | 1.5                                                                            | Increased Costs, Illegality, etc                                                    
|            | 1.6                                                                            | Compensation                                                                        
|            | 1.7                                                                            | Change of Lending Office                                                            
|            | 1.8                                                                            | Replacement of Lenders                                                              
|           
|SECTION 2.  | Fees; Termination or Reduction of Commitments                                  | 10                                                                                  
|            | 2.1                                                                            | Fees                                                                                
|            | 2.2                                                                            | Voluntary Termination or Reduction of Commitments                                   
|            | 2.3                                                                            | Mandatory Reduction of Commitments                                                  
|           
|SECTION 3.  | Repayment, Prepayments and Taxes                                               | 10                                                                                  
|            | 3.1                                                                            | Voluntary Prepayments                                                               
|            | 3.2                                                                            | Mandatory Prepayments                                                               
|            | 3.3                                                                            | Method and Place of Payment                                                         
|            | 3.4                                                                            | Net Payments                                                                        
|           
|SECTION 4.  | Conditions  Precedent to the Incurrence of Loans on the Initial Borrowing Date | 15                                                                                  
|            | 4.1                                                                            | Execution of Agreement; Notes; Amendments to Notes; Irrevocable Power of Attorney   
|            | 4.2                                                                            | No Default; Representations and Warranties                                          
|            | 4.3                                                                            | Notice of Borrowing                                                                 
|            | 4.4                                                                            | Corporate Documents; Proceedings                                                    
|            | 4.5                                                                            | Opinions of Counsel                                                                 
|            | 4.6                                                                            | Adverse Change                                                                      
|            | 4.7                                                                            | Governmental and Other Approvals                                                    
|            | 4.8                                                                            | Litigation                                                                          
|            | 4.9                                                                            | Projections                                                                         
|            | 4.10                                                                           | Payment of Fees                                                                     
|            | 4.11                                                                           | Consent Letter                                                                      
|            | 4.12                                                                           | Solvency Certificate; Insurance, etc                                                
|            | 4.13                                                                           | Trading in Securities; Banking Moratorium                                           
|            | 4.14                                                                           | Taxes                                                                               
|            | 4.15                                                                           | Fianza y Codeuda Solidaria                                                          
|           
|SECTION 5.  | Conditions Precedent to the Subsequent Borrowing Date                          | 19                                                                                  
|            | 5.1                                                                            | No Default; Representations and Warranties                                          
|            | 5.2                                                                            | Notice of Borrowing                                                                 
|            | 5.3                                                                            | Subsequent Legal Opinions                                                           
|            | 5.4                                                                            | Notes                                                                               
|           
|SECTION 6.  | Representations, Warranties and Agreements                                     | 20                                                                                  
|            | 6.1                                                                            | Corporate Status                                                                    
|            | 6.2                                                                            | Corporate Power and Authority                                                       
|            | 6.3                                                                            | No Immunity                                                                         
|            | 6.4                                                                            | No Violation                                                                        
|            | 6.5                                                                            | Approvals                                                                           
|            | 6.6                                                                            | Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc
|            | 6.7                                                                            | Ranking                                                                             
|            | 6.8                                                                            | Litigation                                                                          
|            | 6.9                                                                            | True and Complete Disclosure                                                        
|            | 6.10                                                                           | Use of Proceeds; Margin Regulations                                                 
|            | 6.11                                                                           | Tax Returns and Payments                                                            
|            | 6.12                                                                           | Properties                                                                          
|            | 6.13                                                                           | Capitalization                                                                      
|            | 6.14                                                                           | Subsidiaries                                                                        
|            | 6.15                                                                           | Compliance with Statutes, etc                                                       
|            | 6.16                                                                           | Investment Company Act                                                              
|            | 6.17                                                                           | Public Utility Holding Company Act                                                  
|            | 6.18                                                                           | Labor Relations                                                                     
|            | 6.19                                                                           | Patents, Licenses, Franchises and Formulas                                          
|            | 6.20                                                                           | Fees and Enforcement                                                                
|            | 6.21                                                                           | Form of Documentation                                                               
|            | 6.22                                                                           | Withholding Taxes                                                                   
|            | 6.23                                                                           | Existing Indebtedness                                                               
|            | 6.24                                                                           | Cayman Islands Branch                                                               
|            | 6.25                                                                           | The Notes                                                                           
|           
|SECTION 7.  | Affirmative Covenants                                                          | 27                                                                                  
|            | 7.1                                                                            | Information Covenants                                                               
|            | 7.2                                                                            | Books, Records and Inspections                                                      
|            | 7.3                                                                            | Maintenance of Property and Insurance                                               
|            | 7.4                                                                            | Corporate Existence and Franchises; etc                                             
|            | 7.5                                                                            | Compliance with Statutes                                                            
|            | 7.6                                                                            | End of Fiscal Years and Fiscal Quarters                                             
|            | 7.7                                                                            | Performance of Obligations                                                          
|            | 7.8                                                                            | Payment of Taxes                                                                    
|            | 7.9                                                                            | Stamp Tax                                                                           
|            | 7.10                                                                           | Currency Protection                                                                 
|            | 7.11                                                                           | Filings and Registrations                                                           
|            | 7.12                                                                           | Conversion and Transfer of Dollars                                                  
|            | 7.13                                                                           | Cayman Islands Branch                                                               
|            | 7.14                                                                           | Maintenance of Majority Ownership and Control of Material Subsidiaries              
|            | 7.15                                                                           | Pari Passu Treatment                                                                
|            | 7.16                                                                           | Amendment to Estatutos Socialesof the Guarantor                                     
|           
|SECTION 8.  | Negative Covenants                                                             | 31                                                                                  
|            | 8.1                                                                            | Liens                                                                               
|            | 8.2                                                                            | Consolidation, Merger, Purchase or Sale of Assets, etc                              
|            | 8.3                                                                            | Dividends                                                                           
|            | 8.4                                                                            | Indebtedness                                                                        
|            | 8.5                                                                            | Advances, Investments and Loans                                                     
|            | 8.6                                                                            | Transactions with Affiliates                                                        
|            | 8.7                                                                            | Consolidated Interest Coverage Ratio                                                
|            | 8.8                                                                            | Consolidated Leverage Ratio                                                         
|            | 8.9                                                                            | Minimum Consolidated Equity                                                         
|            | 8.10                                                                           | Limitation on Modifications of Estatutos Sociales                                   
|            | 8.11                                                                           | Limitation on Certain Restrictions on Subsidiaries                                  
|            | 8.12                                                                           | Business                                                                            
|            | 8.13                                                                           | Accounting Changes                                                                  
|           
|SECTION 9.  | Events of Default                                                              | 40                                                                                  
|            | 9.1                                                                            | Payments                                                                            
|            | 9.2                                                                            | Representations, etc                                                                
|            | 9.3                                                                            | Covenants                                                                           
|            | 9.4                                                                            | Default Under Other Agreements                                                      
|            | 9.5                                                                            | Bankruptcy, etc                                                                     
|            | 9.6                                                                            | Guaranty                                                                            
|            | 9.7                                                                            | Judgments                                                                           
|            | 9.8                                                                            | Change of Control                                                                   
|            | 9.9                                                                            | Denial of Liability                                                                 
|            | 9.10                                                                           | Currency Restrictions                                                               
|            | 9.11                                                                           | Governmental Action                                                                 
|            | 9.12                                                                           | Amendments to Estatutos Socialesof the Borrower                                     
|           
|SECTION 10. | The Guaranty                                                                   | 43                                                                                  
|            | 10.1                                                                           | The Guaranteed Obligations                                                          
|            | 10.2                                                                           | Continuing Obligation                                                               
|            | 10.3                                                                           | No Discharge                                                                        
|            | 10.4                                                                           | Tolling of Statute of Limitations                                                   
|            | 10.5                                                                           | Bankruptcy                                                                          
|            | 10.6                                                                           | Independent Obligation                                                              
|            | 10.7                                                                           | Authorization                                                                       
|            | 10.8                                                                           | Reliance                                                                            
|            | 10.9                                                                           | Subordination                                                                       
|            | 10.10                                                                          | Waiver                                                                              
|            | 10.11                                                                          | Nature of Liability                                                                 
|            | 10.12                                                                          | Guaranties                                                                          
|           
|SECTION 11. | Definitions                                                                    | 47                                                                                  
|           
|SECTION 12. | Agents                                                                         | 63                                                                                  
|            | 12.1                                                                           | Appointment                                                                         
|            | 12.2                                                                           | Nature of Duties                                                                    
|            | 12.3                                                                           | Delegation of Duties                                                                
|            | 12.4                                                                           | Exculpatory Provisions                                                              
|            | 12.5                                                                           | Reliance by Agents                                                                  
|            | 12.6                                                                           | Notice of Default                                                                   
|            | 12.7                                                                           | Nonreliance on Agents and Other Lenders                                             
|            | 12.8                                                                           | Indemnification                                                                     
|            | 12.9                                                                           | Agents in Their Individual Capacities                                               
|            | 12.10                                                                          | Holders                                                                             
|            | 12.11                                                                          | Resignation of the Administrative Agent                                             
|            | 12.12                                                                          | The Lead Arrangers                                                                  
|           
|SECTION 13. | Miscellaneous                                                                  | 67                                                                                  
|            | 13.1                                                                           | Payment of Expenses, etc                                                            
|            | 13.2                                                                           | Right of Setoff                                                                     
|            | 13.3                                                                           | Notices                                                                             
|            | 13.4                                                                           | Benefit of Agreement; Assignments; Participations                                   
|            | 13.5                                                                           | No Waiver; Remedies Cumulative                                                      
|            | 13.6                                                                           | Payments Pro Rata                                                                   
|            | 13.7                                                                           | Calculations; Computations; Accounting Terms                                        
|            | 13.8                                                                           | GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF                         
|            |                                                                                | JURY TRIAL                                                                          
|            | 13.9                                                                           | Counterparts                                                                        
|            | 13.10                                                                          | Effectiveness                                                                       
|            | 13.11                                                                          | Headings Descriptive                                                                
|            | 13.12                                                                          | Amendment or Waiver                                                                 
|            | 13.13                                                                          | Survival                                                                            
|            | 13.14                                                                          | Domicile of Loans                                                                   
|            | 13.15                                                                          | Judgment Currency                                                                   
|            | 13.16                                                                          | Waiver of Sovereign Immunity                                                        
|            | 13.17                                                                          | English Language                                                                    
|            | 13.18                                                                          | Register                                                                            
|            | 13.19                                                                          | Confidentiality                                                                     



|Schedule I   | Commitments                                                    
|------------ | ---------------------------------------------------------------
|Schedule II  | Lender Addresses                                               
|Schedule III | Subsidiaries                                                   
|Schedule IV  | Existing Indebtedness                                          
|Schedule V   | Existing Liens                                                 
|Schedule VI  | Existing Investments                                           
|Schedule VII | Assets Permitted to be Sold or Disposed                        
|            
|Exhibit A    | Form of Notice of Borrowing                                    
|Exhibit B    | Form of Note                                                   
|Exhibit C    | Form of Officers Certificate                                  
|Exhibit D    | Form of Opinion of Chilean Counsel to the Credit Parties       
|Exhibit E    | Form of Opinion of New York Counsel to the Credit Parties      
|Exhibit F    | Form of Opinion of Cayman Islands Counsel to the Credit Parties
|Exhibit G    | Form of Opinion of General Counsel to the Credit Parties       
|Exhibit H    | Form of Consent Letter                                         
|Exhibit I    | Form of Solvency Certificate                                   
|Exhibit J    | Form of Chilean Guaranty                                       
|Exhibit K    | Form of Assignment and Assumption Agreement                    
|Exhibit L    | Form of Amendments to the Note                                 
|Exhibit M    | Form of Power of Attorney