Exhibit 10.5


                      FIFTH AMENDMENT TO LOAN AGREEMENT


FIFTH AMENDMENT TO LOAN AGREEMENT (defined below) dated as of June 27, 2001
and executed by and between:

     THE PANAMA BRANCH OF BANKBOSTON, N.A., the duly licensed branch in the
     Republic of Panama of BankBoston, N.A., a national banking association
     organized under the laws of the United States of America, and which has
     its principal office located at Edificio Banco de Boston, Via Espana 122,
     Apartado 5368, Panama 5, Panama (the "Bank"); and

     PANAMCO DE VENEZUELA, S.A., a sociedad anonima organized and existing
     under the laws of the Republic of Venezuela with its principal office
     located at 4TA. Transversal de Los Cortijos de Lourdes, Edificio
     Coca-Cola y Hit de Venezuela, Caracas, 1071, Venezuela (the "Borrower").


WHEREAS:

A.   The Borrower, in its capacity as attorney-in-fact for each of C.A.
     Embotelladora Caracas, Embotelladora Carabobo, S.A., C.A. Embotelladora
     Tachira and Embotelladora Guayana, S.A. (each, an "Original Borrower")
     entered into that certain Loan Agreement, dated as of September 30, 1997,
     with the Nassau Branch of BankBoston, N.A. ("Nassau Branch") whereby
     Nassau Branch extended loans in the aggregate of up to US$35,030,000.00
     to the Original Borrowers (the "Loan Agreement").

B.   The Borrower, in its capacity as attorney-in-fact for each of the
     Original Borrowers, entered into that certain Amendment to the Loan
     Agreement and Assignment, dated as of December 30, 1997, with the Nassau
     Branch and the Bank whereby the Loan Agreement was amended, among others,
     to provide for the assignment by Nassau Branch of all of its rights,
     title and interests under the Loan Agreement to the Bank.

C.   The Borrower, in its capacity as attorney-in-fact for each of the
     Original Borrowers, entered into that certain Second Amendment to the
     Loan Agreement, dated as of December 29, 1998, with the Bank whereby the
     Loan Agreement, as amended, was further amended, among others, to reduce
     the aggregate outstanding principal balance under the Loan Agreement, as
     amended, to US$15,000,000.00.


<PAGE>

                                             FIFTH AMENDMENT TO LOAN AGREEMENT
                                                                        PAGE 2

D.   The Borrower, in its capacity as attorney-in-fact for each of the
     Original Borrowers, entered into that certain Third Amendment to Loan
     Agreement, dated as of October 26, 1999, with the Bank whereby the Loan
     Agreement, as amended, was further amended, among others, to provide that
     the Original Borrowers merged with and into the Borrower and that the
     Borrower assumed all of the obligations, duties and responsibilities of
     each of the Original Borrowers.

E.   The Borrower entered into that certain Fourth Amendment to Loan
     Agreement, dated as of December 28, 1999, with the Bank whereby the Loan
     Agreement, as amended, was further amended, among others, to change the
     then Facility Termination Date to June 27, 2001 and the interest rate on
     each Loan to LIBO Rate plus 2.05%.

F.   The Borrower has requested the Bank, and the Bank has agreed subject to
     the following terms and conditions, to extend the repayment date of the
     Loans until June 27, 2002 and to decrease the interest rate on each Loan
     to LIBO Rate plus 2.00%.


NOW, THEREFORE, the parties hereto hereby agree as follows:

1.   Definitions. Except as otherwise indicated, all capitalized terms used
     herein shall have the meaning given to them in the Loan Agreement.

2.   Modifications to the Loan Agreement. On the Effective Date (as defined
     inss.3 below) the following sections of the Loan Agreement shall be
     modified as follows:

     (a)  The definition of Facility Termination Date shall read as follows:

          Facility Termination Date shall mean June 27, 2002.

     (b)  ss.2.2(a) shall read as follows:

          Each Loan shall bear interest on the outstanding principal amount
          thereof, for each Interest Period applicable thereto, at a rate per
          annum, after deduction of any applicable withholding taxes, equal to
          the LIBO Rate plus 2.00%.

3.   Effective Date. This Fifth Amendment shall become effective on the date
     (the "Effective Date") when all of the following conditions precedent
     shall have been satisfied in form and substance satisfactory to the Bank:


<PAGE>

                                             FIFTH AMENDMENT TO LOAN AGREEMENT
                                                                        PAGE 3

     (a)  All corporate actions of the Borrower necessary for the valid
          execution, delivery and performance by it of this Fifth Amendment
          shall have been duly taken and evidence thereof shall have been
          provided to the Bank.

     (b)  The representations and warranties of the Borrower contained inss.3
          of the Loan Agreement shall be true on and as of the Effective Date
          as if they had been made on such date and as if each reference to
          the Loan Agreement were to the Loan Agreement as amended by this
          Fifth Amendment.

     (c)  No Default shall have occurred and be continuing.

     (d)  The Borrower shall be in compliance in all material respects with
          all the terms and provisions set forth in the Loan Agreement on its
          part to be observed or performed on or prior to the Effective Date.

4.   Representations and Warranties. The Borrower represents and warrants to
     the Bank that (i) its representations and warranties contained inss.3 of
     the Loan Agreement are true on the date hereof as though made on such
     date and as though each reference therein to the Loan Agreement were to
     the Loan Agreement as amended by this Fifth Amendment, and (ii) no
     Default has occurred or is continuing or will occur after giving effect
     to this Fifth Amendment and the transactions contemplated hereunder.

5.   References. As of the Effective Date, all references to the Loan
     Agreement shall be to the Loan Agreement as amended hereby.

6.   Continued Effectiveness. Except as otherwise provided herein all other
     terms of the Loan Agreement shall remain in full force and effect.

7.   Counterparts. This Fifth Amendment may be executed in any number of
     counterparts, all of which taken together shall constitute one and the
     same instrument and any of the parties hereto may execute this Fifth
     Amendment by signing any such counterpart.

                                      [Signatures follow on next page . . . .]


<PAGE>


                                             FIFTH AMENDMENT TO LOAN AGREEMENT
                                                                        PAGE 4




IN WITNESS WHEREOF, each of the parties hereto has caused its duly authorized
officer to duly execute and deliver this Fifth Amendment as of the date first
above written.


PANAMCO DE VENEZUELA, S.A.                    THE PANAMA BRANCH OF
     (as Borrower)                              BANKBOSTON, N.A.
                                                    (as Bank)


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


Acknowledged and Agreed to:

PANAMERICAN BEVERAGES, INC.
      (as Guarantor)



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


<PAGE>



                  THIRD AMENDED AND RESTATED LIMITED GUARANTY


THIRD AMENDED AND RESTATED LIMITED GUARANTY, dated as of June 27, 2001, by
PANAMERICAN BEVERAGES, INC. (the "Guarantor") in favor of BANKBOSTON, N.A., a
national banking association with its head office at l00 Federal Street,
Boston, Massachusetts 02110, its foreign and domestic branches and Affiliates
(the "Bank") in replacement of that certain Amended and Restated Limited
Guaranty, dated as of October 26, 1999, issued and delivered by the Guarantor
in favor of the Bank. In consideration of the Bank's giving, in its
discretion, time, credit or banking facilities or accommodations to the
Customer, the Guarantor agrees as follows:

          1. DEFINITIONS. As used in this Guaranty:

          "Affiliate" means any entity controlling, controlled by or under
common control with the Bank.

          "Business Day" means a day on which banks are open for the
transaction of banking business in Boston, Massachusetts.

          "Customer" means Panamco de Venezuela, S.A., and includes its
successors.

          "Guaranty" means this Amended and Restated Limited Guaranty as
originally executed.

          "Obligations" means all liabilities, agreements and other
obligations of the Customer to the Bank, whether direct or indirect, absolute
or contingent, due or to become due, secured or unsecured, now existing or
hereafter arising or acquired (whether by way of discount, letter of credit,
lease, loan, overdraft or otherwise), including all obligations arising under
that certain Loan Agreement, dated as of September 30, 1997, by and among the
Customer, in its capacity as attorney-in-fact for each of C.A. Embotelladora
Caracas, Embotelladora Carabobo, S.A., C.A. Embotelladora Tachira and
Embotelladora Guayana, S.A. (each, an "Original Customer") and the Nassau
Branch of BankBoston, N.A. ("Nassau Branch"), whereby Nassau Branch extended
loans in the aggregate of up to US$35,030,000.00 to the Original Borrowers, as
such has been amended from time to time, including but not limited to (a) the
assignment of the loan to the Panama Branch of BankBoston, N.A., (b) the
reduction of the aggregate amount outstanding at any one time to
$15,000,000.00, (c) the Customer replaced each of the Original Customers as
borrower under the Loan Agreement, and (d) under the Fifth Amendment to Loan
Agreement, dated as of June 27, 2001 by and between the Customer and the
Panama Branch of the Bank, the Facility Termination Date was extended to June
27, 2002 and the interest rate on each Loan was changed to LIBO Rate plus
2.00%.

          "Obligation Agreement" means any bill of exchange, draft, promissory
note, agreement or other writing evidencing, securing or otherwise executed in
connection with any Obligation, as such may be amended from time to time.

          "Obligation Currency" means the currency in which an Obligation is
to be paid.

          2. GUARANTY OF PAYMENT AND PERFORMANCE. The Guarantor hereby
guarantees to the Bank the full and punctual payment when due (whether at
maturity, by


<PAGE>

                                   THIRD AMENDED AND RESTATED LIMITED GUARANTY
                                                                        PAGE 2


acceleration or otherwise) at the place specified therefor or, if no place of
payment is specified, at the office designated by the Bank, and the
performance, of each Obligation of the Customer to the Bank. This Guaranty is
an absolute, unconditional and continuing guaranty of the full and punctual
payment and performance of the Obligations and not of their collectibility
only and is in no way conditioned upon any requirement that the Bank first
attempt to collect any of the Obligations from the Customer or resort to any
security or other means of obtaining their payment. Should the Customer
default in the payment or performance of any of the Obligations, the
obligations of the Guarantor with respect to the Obligations shall become
immediately due and payable to the Bank, without demand or notice of any
nature, all of which are expressly waived by the Guarantor. Payments by the
Guarantor hereunder may be required by the Bank on any number of occasions.

          3. GUARANTOR'S AGREEMENT TO PAY. The Guarantor further agrees, as
the principal obligor and not as a guarantor only, to pay to the Bank, on
demand, in funds immediately available to the Bank,

          (a) the amount of each Obligation which has not been paid when due,
in the Obligation Currency and at the place of payment specified therefor, or
if no place of payment is specified, at the office designated by the Bank; or

          (b) at the option of the Bank (expressed in its demand for payment
hereunder) and in lieu of payment in the Obligation Currency, in United States
currency and at the head office of the Bank, an amount equal to the cost in
United States currency of the amount of the Obligation Currency needed to pay
in full and discharge such Obligation, determined at the Bank's spot rate of
exchange in Boston, Massachusetts for the purchase of such Obligation Currency
with United States currency at the close of business on the Business Day next
preceding the date of payment of such Obligation (or if there is no such rate
on such date, such rate on the next preceding date for which there is such a
rate); and

          (c) in United States currency and at the head office of the Bank,
all costs and expenses (including court costs and legal expenses) incurred or
expended by the Bank in connection with the Obligations, this Guaranty and the
enforcement thereof, together with interest on amounts recoverable under this
Guaranty from the time such amounts become due until payment, at the rate per
annum equal to l8% or, if higher, the rate of interest announced by
BankBoston, N.A. from time to time at its head office as its Base Rate, plus
4%; provided that if such interest exceeds the maximum amount permitted to be
paid under applicable law, then such interest shall be reduced to such maximum
permitted amount.

          4. LIMITED GUARANTY. The liability of the Guarantor hereunder shall
be the sum of (i) all Obligations (exclusive of accruals in respect of
interest thereon, and banking charges, commissions, costs and expenses
chargeable to the Customer in respect thereof) up to but not exceeding Fifteen
Million Dollars (US$15,000,000.00) in the aggregate plus, without limitation
as to the amounts thereof, (ii) all interest, banking charges, commissions and
fees chargeable to the Customer in respect of such Obligations, and (iii) all
interest and other costs and expenses payable by the Guarantor pursuant to
Section 3 hereof. Each payment made by the Guarantor hereunder which is
applied against the Obligations referred to in clause (i) above shall reduce
such liability by a like amount. The Bank"s dealings with the Customer need
not be


<PAGE>

                                   THIRD AMENDED AND RESTATED LIMITED GUARANTY
                                                                        PAGE 3

limited to any particular sum notwithstanding any limitation herein upon the
liability of the Guarantor.

          5. WAIVERS BY GUARANTOR; BANK'S FREEDOM TO ACT. The Guarantor agrees
that the Obligations will be paid and performed strictly in accordance with
their respective terms and if there is an Obligation Agreement, strictly in
accordance with the terms thereof, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of the Bank with respect thereto. The Guarantor waives presentment,
demand, protest, notice of acceptance, notice of Obligations incurred and all
other notices of any kind, all defenses which may be available by virtue of
any valuation, stay, moratorium law or other similar law now or hereafter in
effect, any right to require the marshaling of assets of the Customer, and all
suretyship defenses generally. Without limiting the generality of the
foregoing, the Guarantor agrees to the provisions of any Obligation Agreement
and agrees that the obligations of the Guarantor hereunder shall not be
released or discharged, in whole or in part, or otherwise affected by (i) the
failure of the Bank to assert any claim or demand or to enforce any right or
remedy against the Customer; (ii) any extensions or renewals of any
Obligation; (iii) any rescissions, waivers, amendments or modifications of any
of the terms or provisions of any Obligation Agreement; (iv) the substitution
or release of any entity primarily or secondarily liable for any Obligation;
(v) the adequacy of any rights the Bank may have against any collateral or
other means of obtaining repayment of the Obligations; (vi) the impairment of
any collateral securing the Obligations, including without limitation the
failure to perfect or preserve any rights the Bank might have in such
collateral or the substitution, exchange, surrender, release, loss or
destruction of any such collateral; or (vii) any other act or omission which
might in any manner or to any extent vary the risk of the Guarantor or
otherwise operate as a release or discharge of the Guarantor, all of which may
be done without notice to the Guarantor.

          6. UNENFORCEABILITY OF OBLIGATIONS AGAINST CUSTOMER. If for any
reason the Customer has no legal existence or is under no legal obligation to
discharge any of the Obligations, or if any of the Obligations have become
irrecoverable from the Customer by operation of law or for any other reason,
this Guaranty shall nevertheless be binding on the Guarantor to the same
extent as if the Guarantor at all times had been the principal obligor on all
such Obligations. In the event that acceleration of the time for payment of
the Obligations is stayed upon the insolvency, bankruptcy or reorganization of
the Customer, or for any other reason, all such amounts otherwise subject to
acceleration under the terms of any Obligation Agreement shall be immediately
due and payable by the Guarantor.

          7. SUBROGATION; SUBORDINATION. Until the payment and performance in
full of all Obligations, the Guarantor shall not exercise any rights against
the Customer arising as a result of payment by the Guarantor hereunder, by way
of subrogation or otherwise, and will not prove any claim in competition with
the Bank or its Affiliates in respect of any payment hereunder in bankruptcy
or insolvency proceedings of any nature; the Guarantor will not claim any
set-off or counterclaim against the Customer in respect of any liability of
the Guarantor to the Customer; and the Guarantor waives any benefit of and any
right to participate in any collateral which may be held by the Bank or any
such Affiliate. The payment of any amounts due with respect to any
indebtedness of the Customer now or hereafter held by the Guarantor is hereby
subordinated to the prior payment in full of any Obligations, provided that so
long as no


<PAGE>

                                   THIRD AMENDED AND RESTATED LIMITED GUARANTY
                                                                        PAGE 4

default in the payment or performance of any Obligations has occurred and is
continuing, or no demand for payment of any of the Obligations has been made
that remains unsatisfied, the Customer may make, and the Guarantor may demand
and accept, any scheduled payments of principal of and interest on such
subordinated indebtedness in the amounts, at the rates and on the dates
specified in such instruments, securities or other writings as shall evidence
such subordinated indebtedness. The Guarantor agrees that after the occurrence
of any default in the payment or performance of any Obligations, the Guarantor
will not demand, sue for or otherwise attempt to collect any such indebtedness
of the Customer to the Guarantor until the Obligations shall have been paid in
full. If, notwithstanding the foregoing sentence, the Guarantor shall collect,
enforce or receive any amounts in respect of such indebtedness, such amounts
shall be collected, enforced and received by the Guarantor as trustee for the
Bank and be paid over to the Bank on account of the Obligations without
affecting in any manner the liability of the Guarantor under the other
provisions of this Guaranty.

          8. FURTHER ASSURANCES. The Guarantor agrees that it will, from time
to time at the request of the Bank, provide to the Bank its most recent
publicly available audited and unaudited balance sheets and related statements
of income and changes in financial condition (prepared on a consolidated basis
with the Guarantor's subsidiaries, if any) and such other publicly available
information relating to the business and affairs of the Guarantor as the Bank
may reasonably request. The Guarantor also agrees, upon demand after any
change in the condition or affairs (financial or otherwise) of the Guarantor
deemed by the Bank to be adverse and material, to secure the payment and
performance of its obligations hereunder by delivering, assigning or
transferring to the Bank or granting the Bank a security interest in
additional collateral of a value and character satisfactory to the Bank, and
authorizes the Bank to file any financing statement deemed by the Bank to be
necessary or desirable to perfect any security interest granted by the
Guarantor to the Bank, and as agent for the Guarantor, to sign the name of the
Guarantor thereto. The Guarantor also agrees to do all such things and execute
all such documents, including financing statements, as the Bank may consider
necessary or desirable to give full effect to this Guaranty and to perfect and
preserve the rights and powers of the Bank hereunder.

          9. TERMINATION; REINSTATEMENT. This Guaranty shall remain in full
force and effect until the Bank is given written notice of the Guarantor's
intention to discontinue this Guaranty, notwithstanding any intermediate or
temporary payment or settlement of the whole or any part of the Obligations.
No such notice shall be effective unless received and acknowledged by an
officer of the Bank by the individual designated in Section 12 hereof. No such
notice shall affect any rights of the Bank or of any Affiliate hereunder
including, without limitation, the rights set forth in Sections 5 and 7, with
respect to Obligations incurred prior to the receipt of such notice or
Obligations incurred pursuant to any contract or commitment in existence prior
to such receipt, and all checks, drafts, notes, instruments (negotiable or
otherwise) and writings made by or for the account of the Customer and drawn
on the Bank or any of its agents purporting to be dated on or before the date
of receipt of such notice, although presented to and paid or accepted by the
Bank after that date, shall form part of the Obligations. This Guaranty shall
continue to be effective or be reinstated, notwithstanding any such notice, if
at any time any payment made or value received with respect to an Obligation
is rescinded or must otherwise be returned by the Bank upon the insolvency,
bankruptcy or reorganization of the Customer, or otherwise, all as though such
payment had not been made or value received.


<PAGE>

                                   THIRD AMENDED AND RESTATED LIMITED GUARANTY
                                                                        PAGE 5

          10. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon the
Guarantor, its successors and assigns, and shall inure to the benefit of and
be enforceable by the Bank and its successors, transferees and assigns.
Without limiting the generality of the foregoing sentence, the Bank may assign
or otherwise transfer any Obligation Agreement or any note held by it
evidencing the Obligations, or sell participations in any interest therein, to
any other person or entity, and such other person or entity shall thereupon
become vested, to the extent set forth in the agreement evidencing such
assignment, transfer or participation, with all the rights in respect thereof
granted to the Bank herein.

          11. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision
of this Guaranty nor consent to any departure by the Guarantor therefrom shall
be effective unless the same shall be in writing and signed by the Bank. No
failure on the part of the Bank to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.

          12. NOTICES. All notices and other communication called for
hereunder shall be made in writing and, unless otherwise specifically provided
herein, shall be deemed to have been duly made or given when delivered by hand
or mailed by means of an internationally recognized international air courier
delivery service, or by first class mail postage prepaid, or in the case of
facsimile transmission, when transmitted, answer back received, addressed as
follows: if to the Guarantor, at Calle 50, Torre Dresdner Bank, Piso 7, Ciudad
de Panama, Republica de Panama Attention: General Counsel, and if to the Bank,
at l00 Federal Street, Boston, Massachusetts 02110, Telex: 940581 BOSTONBK BSN
Attention: Renata L. Salgado, or at such other address as either party may
designate in writing.

          l3. GOVERNING LAW; CONSENT TO JURISDICTION. This Guaranty is
intended to take effect as a sealed instrument and shall be governed by, and
construed in accordance with, the laws of The Commonwealth of Massachusetts.
The Guarantor agrees that any suit for the enforcement of this Guaranty may be
brought in the courts of The Commonwealth of Massachusetts or any Federal
Court sitting therein and consents to the non-exclusive jurisdiction of such
court and to service of process in any such suit being made upon the Guarantor
by mail at the address specified in Section 12 hereof. The Guarantor hereby
waives any objection that it may now or hereafter have to the venue of any
such suit or any such court or that such suit was brought in an inconvenient
court.

          14. JUDGMENT CURRENCY. If for the purpose of obtaining judgment in
any court or enforcing any such judgment it is necessary to convert any amount
due in any Obligation Currency into any other currency, the rate of exchange
used shall be the Bank's spot rate of exchange for the purchase of the
Obligation Currency with such other currency at the close of business on the
Business Day preceding the date on which judgment is given or any order for
payment is made. The obligation of the Guarantor in respect of any amount due
from it hereunder shall, notwithstanding any judgment or order for a
liquidated sum or sums in respect of amounts due hereunder or under any
judgment or order in any other currency or otherwise, be discharged only to
the extent that on the Business Day following receipt by the Bank of any
payment in a currency other than the Obligation Currency the Bank is able (in
accordance with normal banking procedures) to purchase the Obligation Currency
with such other currency. If the amount of the Obligation Currency that the
Bank is able to purchase with such other currency is less than the amount due
in the Obligation Currency, notwithstanding any judgment or order, the
Guarantor shall indemnify the Bank for the shortfall.


<PAGE>

                                   THIRD AMENDED AND RESTATED LIMITED GUARANTY
                                                                        PAGE 6

          15. SUBSTITUTE CONVERSION RATE. If on any conversion date provided
for in this Guaranty the Bank is not quoting a spot rate of exchange in
Boston, Massachusetts for the purchase of an Obligation Currency with United
States currency, the rate of exchange to be applied in lieu thereof shall be
the official rate of exchange for the purchase of United States currency with
the relevant Obligation Currency established by the country in which the
Obligation Currency is legal tender as made available by such country to the
International Monetary Fund and as reported by the International Monetary Fund
at its headquarters in Washington, D.C. to be in effect on such date.

          16. OBLIGATIONS ABSOLUTE. The Guarantor agrees that its obligations
hereunder shall not be affected by (i) any law, regulation, order, decree or
directive (whether or not having the force of law) or any interpretation
thereof, now or hereafter in effect in any jurisdiction, that purports to
modify any of the terms of or rights of the Bank with respect to any
Obligation or under any Obligation Agreement or this Guaranty, including
without limitation any law, regulation, order, decree or directive or
interpretation thereof that purports to require or permit the satisfaction of
any Obligation other than strictly in accordance with the terms of such
Obligation and any related Obligation Agreement (such as by the tender of a
currency other than the Obligation Currency) or that restricts the procurement
of the Obligation Currency by the Customer or the Guarantor; or (ii) any
agreement, whether or not signed by or on behalf of the Bank, in connection
with the restructuring or rescheduling of public or private obligations in the
Customer's country, whether or not such agreement is stated to cause or permit
the discharge of the Obligations prior to the final payment in full of the
Obligations in the Obligation Currency in strict accordance with any
Obligation Agreement.

          17. SPECIAL AGREEMENT WITH RESPECT TO DEBT RESTRUCTURING. If an
Obligation shall be made subject to a debt restructuring arrangement between a
country and its creditors or creditors of persons or entities of such country,
and as a result thereof the Bank, as holder of such Obligation and other
credit facilities to such country, persons or entities of such country, shall
agree to provide any new credit facilities, the Guarantor shall fund (and be
the beneficial owner of) that amount of such new credit facilities which is
calculated by (i) dividing the face value of such Obligation by the aggregate
amount of the Bank's credit facilities made part of the restructuring
arrangement and (ii) multiplying the result by the amount of such new credit
facilities. The Guarantor agrees to execute and deliver such documents and
take such actions as may be requested by the Bank to effect the purposes of
this Section 17. The Bank agrees to provide the Guarantor with copies of the
relevant documents governing its participation in the restructuring
arrangement and new credit facilities and shall provide the Guarantor with the
basis on which it has calculated the Guarantor's portion of such new credit
facilities, which calculations shall be conclusive absent manifest error.

          18. MISCELLANEOUS. This Guaranty constitutes the entire agreement of
the Guarantor with respect to the matters set forth herein. The rights and
remedies herein provided are cumulative and not exclusive of any remedies
provided by law or any other agreement, and this Guaranty shall be in addition
to any other guaranty of the Obligations. The invalidity or unenforceability
of any one or more sections of this Guaranty shall not affect the validity or
enforceability of its remaining provisions. Captions are for the ease of
reference only and shall not affect the meaning of the relevant provisions.
The meanings of all defined terms used in this Guaranty shall be equally
applicable to the singular and plural forms of the terms defined.


<PAGE>

                                   THIRD AMENDED AND RESTATED LIMITED GUARANTY
                                                                        PAGE 7


          19. AMENDED AND RESTATED LIMITED GUARANTY. Upon the effectiveness of
the Merger, and only upon the effectiveness thereof, this Guaranty will amend
and restate the terms of the Limited Guaranty. Although this Guaranty will
supersede the Limited Guaranty, the execution, delivery and acceptance of this
Guaranty shall not constitute a waiver of the Guarantor"s obligations under
the Limited Guaranty, nor shall the execution, delivery or acceptance hereof
be deemed to satisfy any such obligation, the intent of the Guarantor being to
hereby amend and restate the agreed terms applicable to such obligations.

          IN WITNESS WHEREOF, the Guarantor has executed and delivered this
Guaranty, or caused this Guaranty to be executed and delivered by its duly
authorized officer, as of the date appearing on page one.


WITNESS:                                     PANAMERICAN BEVERAGES, INC.
                                                   (the Guarantor)


Name:                                        By:
      --------------------------------           -----------------------------
      Print/Type Full Name                       Printed name:
                                                 Title:*


Address:                                     Address: