Exhibit 10.4


                          GUARANTEED PROMISSORY NOTE


U.S. $10,000,000                                                June 5, 2001

     FOR VALUE RECEIVED as a loan, the undersigned PANAMCO DE VENEZUELA S.A.,
a corporation duly constituted and domiciled in Venezuela (the "Borrower"),
unconditionally promises to pay to the order of BANCO SANTANDER CENTRAL
HISPANO, S.A. (the "Bank"), at its Miami Agency, 701 Brickell Avenue, Suite
2410, the principal sum of TEN MILLION UNITED STATES DOLLARS (U.S.
$10,000,000) on the Maturity Date (as defined below).

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

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

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

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

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

     (c) "Commitment" means U.S. $10,000,000.

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

     (e) "Drawdown Date" means the date on which the Bank makes the Loan to
the Borrower, such date to occur on or prior to June 6, 2001.


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

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

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

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

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

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

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

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     (m) "Interest Payment Date" for the Loan means (i) the Maturity Date of
the Loan, (ii) the last day of each Interest Period and (iii) the date of any
prepayment or repayment of principal of the Loan.

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

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

     (p) "Margin" shall mean 1.30% per annum.

     (q) "Maturity Date" means June 6, 2002.

     (r) "Note" means this Promissory Note.

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

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

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

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

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

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

     (x) "Variable Rate" means, for any day, the higher of (i) Federal Funds
Rate for such day plus 1.40% and (ii) the Prime Rate.

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

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

     2. The Loan.

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

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

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

     3. Payments; Prepayments; Fees.

     (a) Up Front Fee. On the date hereof, Borrower shall pay to the Bank an
up front fee in the amount of US$35,000.

     (b) Place and Time of Payment. All payments of principal and interest on
this Note and all other amounts payable hereunder shall be sent to the Bank,
Reference Panamco Loan ABA # 0660-1120-8 not later than 12:00 p.m. (New York
time) on the dates due, or to such other account as the Bank may designate in
writing to the Borrower.

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

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

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

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

     5. Additional Costs, Etc.; Illegality

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

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

     (c) Notwithstanding any other provision in this Note, in the event that
it becomes unlawful for the Bank or its lending office to honor its
obligation to make or maintain the Loan bearing interest at the Eurodollar
Rate, then the Bank shall promptly notify the Borrower thereof and the Bank's
obligation to make or maintain the Loan bearing interest at the Eurodollar
Rate shall be suspended until such time as the Bank may again make and
maintain the Loan bearing such interest rate, and the interest rate on the
Loan shall be automatically converted to the Variable Rate on the date
specified by the Bank in such notice, unless the Bank shall have

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received written notice from the Borrower of its decision to prepay the Loan
and such notice is received by the Bank prior to 11:30 a.m. on the day of
such prepayment.

     6. Taxes.

     (a) Payments Free and Clear. Any and all payments by the Borrower
hereunder shall be made free and clear of and without deduction for any and
all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all interest, penalties or other liabilities with respect
thereto, excluding taxes imposed on or measured by the net income or capital
of the Bank by the jurisdiction (or any political subdivision of such
jurisdiction) in which the Bank's lending office is located or under which
the Bank is organized (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter called
"Taxes"). If the Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable hereunder to the Bank, (x) the Borrower
shall forthwith pay to the Bank such additional amount as may be necessary so
that after making all required deductions for Taxes (including deductions
applicable to additional amounts payable under this Section 6) the Bank
receives an amount equal to the sum it would have received had no such
deductions been made, (y) the Borrower shall make such deductions and (z) the
Borrower shall pay the full amount deducted to the relevant taxing authority
or other authority in accordance with applicable law.

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

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

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

     7. Conditions Precedent to the Loan.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (h) Withholding. Except for the 4.95% withholding tax imposed by
Venezuela, to be applied on interest payments made to banks incorporated
outside of Venezuela, no withholding in respect of any taxes imposed by or
within Venezuela or any political subdivision or taxing

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authority thereof or therein is required to be made from any payment by the
Borrower under this Note.

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

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

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

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

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

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

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

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

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

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

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misleading in any material respect at the time it was made or repeated or
deemed to have been made or repeated; or

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

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

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

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

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

     (h) The Borrower or any material Subsidiary or the Guarantor sells or
otherwise disposes of all or a substantial part of its assets or ceases to
conduct all or a substantial part of its business as now conducted, or merges
or consolidates with any other company without the prior

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written consent of the Bank, unless the entity surviving such merger or
consolidation is the Borrower or the Guarantor; or

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

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

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

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

THEN, in any such case, if the Bank shall elect by notice to the Borrower,
the unpaid principal amount of this Note, together with accrued interest,
shall become forthwith due and payable; provided that in the case of an Event
of Default under clause (f) above, the unpaid principal amount of this Note,
together with accrued interest, shall immediately become due and payable
without any notice or other action by the Bank. Notwithstanding any other
rights the Bank may have under any applicable law and hereunder, the Borrower
agrees that upon the occurrence of an Event of Default, the Bank shall have
the right to apply (including by way of setoff) any of the property of the
Borrower held by the Bank or any subsidiary or affiliate of the Bank or any
third party for the benefit of the Bank or any such subsidiary or affiliate
or thereafter coming into the Bank's or any such subsidiary's, affiliate's or
third party's possession (including, but not limited to, account balances) to
a reduction of the obligations of the Borrower under the Note in such order
as the Bank may deem appropriate.

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

If to the Borrower:                          If to the Bank:
Panamco de Venezuela S.A.                    Banco Santander Central Hispano
4th Transversal de los Cortijos de Lourdes   701 Brickell Ave. Suite 2410
Edificio Panamco Venezuela                   Miami  33131
Caracas, Venezuela 1070                      Attn.: Vice President Corporate
Attn.:  Chief Financial Officer              Tel:   (305) 373-2020
Tel:    (582) 203-6411                       Fax:   (305) 577-3304
Fax:    (582) 203-6169

     12. Miscellaneous.

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

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

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

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

     (e) The Bank agrees (on behalf of itself and each of its affiliates,
directors, officers, employees and representatives) to use reasonable
precautions to keep confidential, in accordance with safe and sound banking
practices, any non-public information supplied to it by the Borrower pursuant
to this Note which is identified by the Borrower as being confidential at the
time the same is delivered to the Bank, provided that nothing herein shall
limit the disclosure of any such information (A) to any subsidiaries or
affiliates of the Bank, (B) to the extent required by statute, rule,
regulation or judicial process, (C) to counsel for the Bank, (D) to bank
examiners, auditors or accountants, (E) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this
Note or the enforcement of rights hereunder, (F) to any actual or prospective
assignee or participant, or (G) to any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to the Borrower
and its obligations;

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<PAGE>


provided, further, that in no event shall the Bank be obligated or required
to return any materials furnished by the Borrower.

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

     (g) THE BORROWER HEREBY WAIVES ANY RIGHT THE BORROWER MAY HAVE TO A JURY
TRIAL.

     (h) This Note shall be governed by and construed in accordance with the
law of the State of New York.

     (i) To the extent that the Borrower may now or hereafter be entitled, in
any jurisdiction in which judicial proceedings may at any time be commenced
with respect to this Note, to claim for itself or its revenues or properties
any immunity from the jurisdiction of any court or from legal process
(whether from service or notice, attachment prior to judgment, attachment in
aid of execution of judgment, execution of judgment or otherwise), and to the
extent that in any such jurisdiction there may be attributed to the Borrower
any such immunity (whether or not claimed), the Borrower hereby irrevocably
agrees not to claim, and hereby waives, such immunity in respect of its
obligations under this Note.

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

                                     13

<PAGE>

discharged by such payment shall be due as a separate and independent
obligation and, until discharged as provided herein, shall continue in full
force and effect.

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

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

                                        PANAMCO DE VENEZUELA S.A.


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

                                      14