Exhibit 10.4

                                PROMISSORY NOTE


U.S. $10,000,000                                    Dated: September 24, 2001


     FOR VALUE RECEIVED as a loan, the undersigned PANAMERICAN BEVERAGES INC.,
a corporation duly constituted and domiciled in the Republic of Panama (the
"Borrower"), unconditionally promises to pay to the order of THE CHASE
MANHATTAN BANK (the "Bank"), at its principal office, 270 Park Avenue, New
York, New York 10017 (the "Principal Office"), the principal sum of 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(c) hereof. Accrued interest shall be payable on
each Interest Payment Date, provided that interest payable at the Default Rate
(as defined below) pursuant to Section 3(c) hereof shall be payable upon
demand.

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

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

     (a) "Banking Day" means any day on which commercial banks are not
authorized or required to close in New York City 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.


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     (e) "Drawdown Date" means September 24, 2001.

     (f) "Eurodollar Base Rate" means, with respect to any Interest Period for
any 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 such Loan and in an
amount comparable to the principal amount of such 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 a Variable Rate Loan (i)
for the first day of any such Loan, the rate per annum at which U.S. Dollar
deposits with an overnight maturity and in a comparable principal amount to
any Loan are offered by the Bank in the Federal funds market at approximately
the time the Borrower requests a Loan on such day, and (ii) for each day
thereafter that such Loan is outstanding, the rate per annum at which U.S.
Dollar deposits with an overnight maturity and in a comparable principle
amount to such 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 such Loan; provided that if the Borrower
fails to notify the Bank pursuant to Section 5(c) of its election to continue
or repay such 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) "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.

     (k) "Interest Payment Date" for the Loan means (i) the Maturity Date of
such Loan and (ii) the date of any prepayment or repayment of principal of
such Loan.

     (l) "Interest Period" for the Loan means (i) initially, the period
commencing on the date thereof and ending one month thereafter; and (ii)
thereafter, the period commencing on the


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last day of the immediately preceding Interest Period and ending one month
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 such Loan
is required to be made but does not end on such date, then (x) the principal
amount of such Loan required to be paid on such date shall have an Interest
Period ending on such date and (y) the remainder (if any) of such Loan shall
have an Interest Period determined as set forth above.

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

     (n) "Margin" shall mean 0.95% per annum.

     (o) "Maturity Date" means the December 19, 2001.

     (p) "Note" means this Promissory Note.

     (q) "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.

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

     (s) "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.

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


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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.

     (u) "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.

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

     (w) "Panama" means the Republic of Panama.

     (x) "Syndicated Facility" means the U.S.$265,000,000 Amended and Restated
Credit Agreement dated as of November 21, 2000 and entered into by and among
the Borrower, certain financial institutions named therein and ING Baring
(U.S.) Capital LLC, as Administrative Agent.

     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, on the date hereof.

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

     3. Payments; Prepayments; Fees.

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

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


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

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

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

     5. Additional Costs, Etc.; Illegality

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

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

     (c) Notwithstanding any other provision in this Note, in the event that
it becomes unlawful for the Bank or its lending office to honor its obligation
to make or maintain the Loan bearing interest at the Eurodollar Rate, then the
Bank shall promptly notify the Borrower thereof and the Bank's obligation to
make or maintain the Loan bearing interest at the Eurodollar Rate shall be
suspended until such time as the Bank may again make and maintain the Loan
bearing such interest rate, and the interest rate on the Loan shall be
automatically converted to the Variable Rate on the date specified by the Bank
in such notice unless the Bank shall have received written notice from the
Borrower of its decision to prepay the Loan and such notice is received by the
Bank prior to 11:00 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


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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) hereto, 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; provided, however, that with respect only to conditions (a)
and (b) below, the Borrower shall have the right to fulfill such conditions no
later than thirty five (35) Banking Days after the Drawdown Date:

     (a) Corporate Documents. The Bank shall have received certified copies of
the charter and by-laws (or equivalent documents) of the Borrower and of all
corporate authority for the Borrower (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 each other document to be delivered by the Borrower in connection
herewith.


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     (b) Opinion of Counsel. The Bank shall have received an opinion, dated
the initial Drawdown Date, from Arias, Fabrega & Fabrega, special Panamanian
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).

     (c) 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.

     (d) 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 in general market
conditions.


     (e) 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 shall
be true and correct on and as of such Drawdown Date.


     (f) 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.

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

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

     (a) Incorporation and Existence. The Borrower is a company duly organized
and validly existing under the laws of Panama and has or will have 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 or will take
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,


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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. No withholding in respect of any taxes imposed by or
within Panama or any political subdivision or taxing authority thereof or
therein is required to be made from any payment by the Borrower under this
Note.

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

     (j) Use of Proceeds. 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


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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.

     (f) Syndicated Facility Covenants. The Borrower shall comply with and be
bound by all the covenants set forth in Article V of the Syndicated Facility
during the term of the Loan. The aforementioned covenants, together with the
related definitions, as in effect on the date hereof are hereby incorporated
herein by reference (mutandis mutandis) for the benefit of the Bank and shall
continue for the purposes of this section 9 regardless of the repayment of any
loans thereunder prior to the Maturity Date of the Note or the termination of
the Syndicated Facility or the participation of the Bank therein or any
amendment of, or any consent to any deviation from or other modification of
the Syndicated Facility.

     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 the Borrower in this Note or in any other document delivered in
connection herewith proves to have been incorrect, incomplete or misleading in
any material respect at the time it was made or repeated or deemed to have
been made or repeated; or

     (c) The Borrower or any material Subsidiary (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 owing to any other material Subsidiary or the Borrower) 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


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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 (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 any property of the
Borrower or any such material Subsidiary 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

     (e) Any governmental authorization necessary for the performance of any
obligation of the Borrower under this Note 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 its ability to perform its obligations under this Note; or

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

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

     (i) A moratorium is enacted by Panama or the central bank or any agency
or political subdivision of Panama affecting the Borrower's right and
obligation to effect payment under this Note or otherwise to perform its
obligations hereunder; or

     (j) 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

     (k) The failure of (A) the Voting Trustees under the Voting Trust
Agreement restated as of April 20, 1993, as amended and (B) The Coca-Cola
Export Corporation or its affiliates to jointly own (directly or indirectly)
at least 51% of the outstanding securities having the right to elect the board
of directors of the Borrower.


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

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

     If to the Borrower:                           If to the Bank:
     Panamerican Beverages Inc.                    The Chase Manhattan Bank
     Torre Dresdner Bank                           270 Park Avenue 19th Floor
     Floor 7, Calle #50                            New York, New York 10017
     Panama City 55-0820, Republic of Panama
     Attn.: Chief Financial Officer                Attn.:  Linda M. Meyer
     Tel:   (507) 223-8308                         Tel:    (212) 270-6776
     Fax:   (507) 223-8723                         Fax:    (212) 270-8890

     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 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
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 or to any banks, financial institutions or any affiliates
of the Bank (including, any entity (whether a corporation, partnership, trust
or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary
course of its business and is administered or managed by the Bank or an
affiliate of the 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


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

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

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

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

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


                                      12


<PAGE>


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

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


                                      13


<PAGE>



     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.

                                                    PANAMERICAN BEVERAGES INC.



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