Exhibit 10.39

(TRANSLATION)

                  LOAN AGREEMENT ENTERED INTO BY AND BETWEEN:

I.   ING BANK (MEXICO), S.A., INSTITUCION DE BANCA MULTIPLE, ING BARING GRUPO
     FINANCIERO (MEXICO), S.A. DE C.V., HEREINAFTER THE "BANK" HEREBY
     REPRESENTED BY MISS GERDA HITZ SANCHEZ JUAREZ AND

II.  PANAMERICAN BEVERAGES, INC. HEREINAFTER "THE BORROWER", HEREBY REPRESENTED
     BY MR. PAULO J. SACCHI;

III. WITH THE APPEARANCE OF PANAMCO MEXICO, S.A. DE C.V. AND PANAMCO GOLFO, S.A.
     DE C.V. HEREINAFTER THE "JOINT OBLIGORS AND GUARANTORS" HEREBY REPRESENTED
     BY MESSRS BENJAMIN SANTANA RUIZ AND GERARDO PINTO URRUTIA.

Pursuant to the following representations and clauses:

                                 REPRESENTATIONS

I.   THE BANK REPRESENTS THROUGH ITS REPRESENTATIVE:

1. That it is a stock company  (sociedad  anonima)  duly  organized and existing
under the  Mexican  laws and  authorized  to  operate as a  multi-service  bank,
therefore  it is vested with the required  powers of attorney for the  execution
of, and compliance with, this agreement.

2. That its representatives  have been conferred  sufficient power and authority
to  appear  in its  name and  stead in the  execution  and  performance  of this
agreement and that such powers and authority have not been revoked in any manner
whatsoever.

II.  BORROWER REPRESENTS THROUGH ITS REPRESENTATIVE:

1.  That it is a  company  duly  organized  and  existing  under the laws of the
Republic of Panama and that its representative has been granted sufficient power
and  authority to enter into this  agreement  and that such powers have not been
limited or amended in any manner whatsoever.

2. That its corporate  purposes  includes the  possibility  of entering into the
kind of transactions  contemplated in this Agreement  pursuant to the Borrower's
by-laws as presently in effect, therefore this agreement is not in contravention
of any of the  provisions  of said by-laws and it is  authorized  for  execution
thereof pursuant to the power vested in it according to the competent  corporate
bodies.


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3.  That it has  provided  the Bank  with the  information  and  documents  that
faithfully reflect the financial, accounting, legal and administrative condition
of the  company,  and that the same  served as the basis for  execution  of this
agreement and to obtain the  authorization of the loan subject matter hereof and
as of this day,  such  information  and  documentation  has not been  changed or
modified in any manner whatsoever.

III. THE JOINT OBLIGORS AND GUARANTORS REPRESENT THROUGH THEIR REPRESENTATIVES.

1. That they are companies  duly organized and existing under the laws of Mexico
and their  representatives  have been granted  sufficient power and authority to
represent them herein,  and that such powers and authority have not been limited
or amended in any manner whatsoever.

2. That the corporate  purpose of each one of them includes the  possibility  of
entering into the kind of transactions  contemplated  hereunder, as evidenced by
their  corporate  by-laws as presently in effect;  therefore this agreement does
not  contravene any of the  provisions of their  corporate  by-laws and has been
authorized by the competent corporate bodies.

3. That given their corporate, financial,  administrative and legal relationship
with the Borrower,  it is their interest to be part of this agreement and become
the Borrower's joint obligors and guarantors before the Bank with respect to the
performance  of all their  obligations  hereunder  and  therefore;  they wish to
become joint obligors and subscribe,  as Guarantors,  to the promissory  note or
notes to be issued to cover the advances of the loan subject matter hereof.

IV.  THE PARTIES REPRESENT:

That they acknowledge the authority vested therein and the full force and effect
of the provisions, representations and meanings in this Agreement.

Pursuant to the foregoing, the parties hereby grant the following:

                                     CLAUSES

FIRST.  PURPOSE.  By means of this  agreement  the Bank grants to the Borrower a
Loan up to the amount of MXP 465,000,000.00 (Four hundred and sixty five million
Pesos Mexican Currency) (hereinafter the "Loan").

The  abovementioned  principal does not include interest,  delinquent  interest,
fees,  accessories  and other  expenses  to be paid by the  Borrower to the Bank
hereunder.

SECOND.  DRAWDOWN.  Borrower  shall  drawdown  the credit on  December  18, 2001
through a transfer  of funds by the Bank to the  Investment  Account  No.  572-1
(Five seven two dash one) held with Banco Nacional de Mexico, S.A.,  Institucion
de Banca Multiple,


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Grupo Financiero Banamex, branch 660 (six hundred and sixty) in Mexico, Distrito
Federal, in the name of Ing Bank (Mexico),  S.A., Institucion de Banca Multiple,
ING Baing Grupo Financiero  (Mexico),  S.A., de C.V, to credit contract No. 2486
(two thousand four hundred and eighty six) held by the Borrower.  At the request
of the Bank, the Borrower  subscribes in the name of the Bank a Promissory  Note
covering such drawdown, in terms of Article 170 of the General Law of Negotiable
Instruments and Credit Transactions and this Agreement.

THIRD. USE OF THE CREDIT. The Borrower shall use the Loan proceeds precisely for
corporate purposes of a general nature.

FOURTH.  INTEREST AND FEES.  Ordinary  Interest.  The Borrower  shall pay to the
Bank, during the term hereof, an ordinary interest on the outstanding  principal
amount of Loan to be computed at a rate  equivalent to the TIIE Rate (as defined
below) plus the Margin (as defined below).

Borrower shall pay an ordinary  interest on the outstanding  principal amount of
the Loan on each Interest  Payment Date (as this term is defined below) from the
date of the Drawdown,  pursuant to Clause Second above,  until the Final Payment
Date (as this term is defined below).

Should any  Interest  Payment Date be not a Business  Day, the payment  shall be
made  on the  immediately  preceding  Business  Day.  For the  purposes  of this
Agreement the following terms shall have the following meaning:

"Business Day" means any day other than  Saturday,  Sunday or a holiday in which
the main offices of credit  institutions  in Mexico are opened to the public for
banking transactions.

"Interests  Payment Date" means,  with regard to the Loan,  the last day of each
Interest Period;

"Final Payment Date" means the due date of the term hereof,  exactly on December
16, 2003.

"Margin" means seventy-five (75) base points;

"Interest  Period"  means,  with  respect  to the Loan,  each 28  (twenty-eight)
calendar  days that will  serve as the basis  for  computing  the Loan  interest
caused by the outstanding principal amount;  provided however that (i) the first
Interest  Period  shall  commence  on the date of the  Borrowing  and  shall end
exactly twenty-eight (28) calendar days thereafter,  (ii) the following Interest
Periods shall  commence on the last day of the  immediately  preceding  Interest
Period and shall end twenty-eight  (28) calendar days thereafter,  and (iii) any
Interest  Period in effect on the Final  Payment  Date shall end exactly on that
Date;

"TIIE Rate" shall mean the  equilibrium  interbanking  interest  rate for the 28
(twenty-eight)  day term, or if the end of said period shall fall on a day which
is not a Business  Day, for the 26-,  27-, 29- or 31-day term as  determined  by
Banco de Mexico and published in the Official Gazette of the Federation,  on the
business day immediately preceding the date of


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commencement of each Interest  Period.  In case the interest rate for any of the
above referred Interest Periods shall not be determined by Banco de Mexico,  for
the purposes of this Promissory Note any rate in substitution of the "TIIE Rate"
shall be considered as such when it is so made known by Banco de Mexico.

"Delinquent  Interest".  If Borrower  shall not pay timely any amount due to the
Bank pursuant to this Agreement,  exception made of interest,  such amount shall
accrue  delinquent  interest  from due date until final  payment,  such interest
shall  be  accrued  on a daily  basis  and  shall  be paid on  demand  at a rate
equivalent to the sum obtained by multiplying the applicable  ordinary  interest
rate for each day in delay by one point five  (1.5)  times.  For the  purpose of
computing delinquent  interests,  should the delinquency survive after the Final
Payment Date,  the last Interest  Period shall be considered to end upon payment
of all debts that the Borrower may have incurred hereunder.

For  the  calculation  of  ordinary  interest  for  each  Interest  Period,  the
applicable interest rate per annum shall be divided into three hundred and sixty
(360) the result of which shall be  multiplied  by the number of  calendar  days
comprised by the  relevant  Interest  Period,  including  the drawdown  date but
excluding  the  payment  day.  The  resulting  rate shall be  multiplied  by the
outstanding  balance  which  result  shall be the  amount of  interest  that the
Borrower must pay to the Bank for each Interest Period.

For the calculation of delinquent interest,  the applicable  delinquent interest
rate shall be divided  into three  hundred  and sixty  (360) the result of which
shall be applied to all past due outstanding amounts and shall be the delinquent
interest for each day that the Borrower shall pay pursuant to this Agreement.

Upfront  Fee.  Borrower  shall pay the Bank an upfront  fee in the amount of MXP
$465,000.00 (Four hundred and sixty five thousand Pesos,  Mexican Currency) plus
the  corresponding  Value Added Tax, to be paid by Borrower to the Bank no later
than January 7, 2002.

FIFTH.  PAYMENT OF PRINCIPAL  AND TERM.  The Borrower  shall pay to the Bank the
outstanding  balance of the Loan  effective  on June 4, 2002,  in four (4) equal
consecutive payments pursuant to the amortization table set forth in EXHIBIT "A"
hereto.  Such payments of principal shall be made exactly on the dates set forth
in EXHIBIT "A".

In case a Payment Date is not in a Business  Day,  the payment  shall be made on
the immediately preceding Business Day.

At all  events,  there  shall be no  pending  payment on behalf of  Borrower  of
principal or any of the accessories thereof by the Final Payment Date.

Borrower may make advance total or partial payments  exclusively on the Interest
Payment Dates without a prepayment fee, by giving prior notice in writing to the
Bank at least five calendar days in advance.  The minimum amount of any advanced
payment  shall  be  MXP  $25,000,000.00  (twenty  five  million  Pesos,  Mexican
Currency) or any multiple thereof.


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SIXTH. PAYMENT PLACE AND CONDITIONS. All amounts payable by Borrower to the Bank
pursuant to this  Agreement,  including,  but not limited to, the  principal and
interest of the Loan,  shall be paid on the dates  scheduled  without  need of a
previous  demand  and to the Bank's  satisfaction,  in freely  transferable  and
available  Mexican  Pesos.  Such  payments  shall be made to check  account  No.
1282967-7  (one two eight two nine six seven  dash  seven)  with BBVA  Bancomer,
branch 119,  branch 001 in the name of ING Bank (Mexico),  S.A.,  Institucion de
Banca Multiple,  ING Baring Grupo Financiero  (Mexico),  S.A. de C.V., or in any
other  place that the Bank may notify the  Borrower in writing at least ten (10)
days in advance of the relevant payment date.

All payments to be made  Agreement  hereunder that are due on a day other than a
Business Day, shall be made on agreed date immediately  preceding Business Day..
The Bank shall apply all amounts received in payment by the Borrower as follows:
(i) expenses,  duties and taxes that are incurred in the  formalization  of this
Agreement and its guarantees;  (ii) collection and enforcement expenses, if any;
(iii)  counsel's fees in case of  enforcement;  (iv)  delinquent  interest;  (v)
ordinary interest and, (vi) principal.

SEVENTH.  TAXES.  The Borrower shall pay to the Bank all principal  amounts plus
interest and other payable amounts  pursuant to this  Agreement,  free and clear
from any  deduction,  charge or any other tax liability  imposed on such amounts
now or in the future, payable in any Mexican jurisdiction.

EIGHTH.  CREDIT  NEGOTIATION.  The Bank is  expressly  authorized  to  assign or
otherwise  negotiate  the Loan and the Note or Notes,  even before the  maturity
hereof,  pursuant to the terms and conditions set forth in Article 299 and other
applicable  provisions of the General Law of Negotiable  Instruments  and Credit
Transactions.

The  Borrower  shall not  assign or  otherwise  negotiate  any of the rights and
obligations hereof, except with the prior written consent of the Bank.

NINTH. AFFIRMATIVE AND NEGATIVE COVENANTS.  Until full payment of the principal,
interest and other amounts  indebted by the Borrower,  both the Borrower and the
Joint Obligors and Guarantors shall comply with the following covenants,  except
as otherwise approved by the Bank in writing:

a) Comply with any payment obligations deriving from any loan with the Bank.

b) Quarterly Financial Statements.  Provide the Bank, within sixty (60) calendar
days after the end of each fiscal  quarter,  with  individual  and  consolidated
internal  financial  statements  (balance  sheet,  profits and loss  statements,
statements  of changes in financial  condition and cash flow) duly signed by the
relevant financial officer in charge and/or the financial director, stating that
such  financial  statements  reasonably  reflect the  condition  of the company,
subject to auditing adjustments.


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c) Annual Financial Statements.  Provide the bank with the annual individual and
consolidated  financial  statements (balance sheet, profits and loss statements,
statements  of changes in financial  condition and cash flow) duly audited by an
external firm of public accountants  previously accepted by the Bank, within one
hundred and twenty (120) calendar days following the closing of the fiscal year.
The foregoing  documents musts be signed by the corresponding  officer in charge
of the finances  and/or the  financial  director,  stating  that such  financial
statements reasonably reflect the condition of the company.

d)  Certificate  of  Compliance.  To  provide  the Bank with,  jointly  with the
quarterly and annual financial statements referred to in clause b) and c) above,
a certificate  signed by the relevant  officer in charge of finances  and/or the
financial director, stating that as of the date of the financial statements, the
Borrower  and the Joint  Obligor  and  Guarantor  have  complied  with all their
obligations hereunder and no Event of Default has occurred, or otherwise stating
the measures to be adopted to cure such Event of Default.

e) Additional information. To provide the Bank with:

I.   Prompt notice in writing, and in no event after ten (10) calendar days from
     the  occurrence  of any event that may affect or affects  and  impairs  the
     current financial situation of its business, or the occurrence of any Event
     of Default as provided herein,  accompanied by a detailed statement of such
     event and the  measures or actions  intended to cure the same.

II.  Prompt notice in writing,  and in no event after fifteen (15) calendar days
     from the  acknowledgment  of the  existence  of any  lawsuit or  proceeding
     before any  governmental  body or labor dispute,  provided it may affect or
     may potentially adversely affect its financial position.

III. The  required  information  to determine  the  Borrower's  credit  capacity
     referred to its business and/or it subsidiaries and its financial situation
     whenever requested by the Bank.

f)  Licenses,  Authorizations,  etc.  Keep in full force and effect,  obtain and
renew any license,  authorization and approvals now or hereinafter  required for
them to  comply  with  their  obligations  hereunder,  and to  comply  with  any
applicable  law,  regulations  and  standards  of  any  governmental  body,  the
non-compliance  of which could materially and adversely affect their capacity to
meet their obligations hereunder. Also, to immediately pay any debts on taxes or
contributions  to the  Mexican  Institute  of Social  Security,  the  Retirement
Savings  System and to the Mexican  Institute  of Housing  Funding  "INFONAVIT",
except  for such  payments  being  contested  in good faith  through  the proper
proceedings  and if the  corresponding  reserves or  guarantees  pursuant to the
applicable laws have been made.


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g) Maintenance of Assets.  Make such  investments as may be required in order to
maintain the company's assets or to replace them, and make the necessary repairs
and  enhancements  for such  purpose,  in order to  preserve  their  plants  and
facilities in the best working condition.

h)  Insurance.  Maintain  such  insurance  as may be required to cover the fixed
assets of their companies and subsidiaries  against such risks that are usual to
the business, in such amounts that will suffice to repair or replace them in the
event of casualty.

i) Inspection  Rights.  Permit the Bank's designees the visit to, and inspection
of, their  businesses and give them access to such data or documents  related to
the Loan; provided however,  that a previous request in writing is made five (5)
Business Days in advance.

j.  Expenses  Pay or  reimburse,  within  thirty  (30)  calendar  days  from the
execution  hereof,  any cost in respect  of this  Agreement,  including  but not
limited to, fees of counsels and other advisors for preparing  legal  documents,
any costs incurred in  formalizing  this  Agreement  before a commercial  notary
public, and costs derived from the payment of dues and contributions incurred in
the registration with the corresponding Public Registries,  as well as any other
similar expenses.

k)  Leverage.  Joint  Obligors  and  Guarantors  and  their  subsidiaries  in  a
consolidated  basis shall  maintain,  during the term of this  Agreement,  (i) a
Financial  Debt (a debt causing the payment of  interest) to EBITDAPS  (earnings
before interest, taxes, depreciation,  amortization and profit sharing) ratio no
greater than three (3) times,  and (ii) a Financial  Debt to net worth ratio not
greater than one point two (1.2) times) For this purpose, the Financial Debt and
the net worth shall be determined  based on the  Borrower's  last report,  while
EBITDAPS shall be determined on the basis of the  accumulation  of the last four
(4) quarterly periods.

I)  Hedge.  The  Joint  Obligor  and  Guarantor  and  their  subsidiaries,  in a
consolidated  basis, shall maintain during the term of this Loan, an EBITDAPS to
paid  financial  expenses  (it being  understood  as such the  payments  made in
respect of the Financial  Debt) ratio of no less than three (3) times.  For this
purpose, EBITDAPS and financial expenses shall be determined on the basis of the
accumulation of the four (4) last quarterly periods.

II) Change of Line of Business . No change in the Borrower's,  Joint Obligor and
Guarantor's'   line  of  business   shall  be  made  without  the  Bank's  prior
authorization in writing and they shall remain as ongoing concerns.

m)  Dissolution.  Neither the Borrower nor the Joint Obligors and Guarantors may
be subject to dissolution or liquidation procedures.

n) Change of  Shareholders.  No change in equity  interests  can be made, if the
consequence  of such a change  is that the  Borrower,  the  Joint  Obligors  and
Guarantors,  their subsidiaries,  or the administration thereof shall loss their
present direct or indirect control over the Borrower. For the purpose hereof, it
will be deemed that an entity "has control"  over another,  if the first one has
direct or indirect  power to determine the other's  direction or  administration
and policies,


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as a consequence  of the interests  held by such party,  or due to a contractual
provision or otherwise.

n) Encumbrances. Without the Bank's prior authorization in writing, no mortgage,
pledge or any other encumbrance  whatsoever may be created or be in existence on
the current or future fixed assets of the Joint Obligors or  Guarantors,  by any
authorized  assignee  of the  Borrower  pursuant  to Clause  Eight  and/or  such
assignee's  subsidiaries,  except for any encumbrances  created over the current
fixed  assets  the  amount of which  shall not  exceed ten per cent (10%) of the
tangible  assets value (such  tangible  assets being  defined as the total fixed
assets less goodwill).  To obtain any future funding,  the fixed assets acquired
with such funding may be pledged or  encumbered  in any manner  whatsoever.  The
Joint Obligors and Guarantors,  any authorized assignee of the Borrower pursuant
to Clause Eighth  hereunder,  and such  assignee's  subsidiaries  may substitute
pledges and other security  interests with their  creditors if the value of such
new guarantees shall not exceed the value of the securities  being  substituted.
For the purpose of this obligation,  Joint Obligors and Guarantors  certify that
no encumbrance of their property is currently existing.

o)  Split-off,  Merger or  Transfer  of  Interests.  Without  the  Bank's  prior
authorization in writing, none of the Borrowers or Joint Obligor and Guarantor's
subsidiaries  may be  split-off,  merged  or  transferred,  except if (i) such a
split-off,  merger or transfer shall result in the relevant subsidiary to remain
an Affiliate of the Borrower or the Joint Obligors and Guarantors,  and (ii) the
sale of Maseri de Leon, S.A. de C.V and Industria Metalica de Leon, S.A. de C.V.
to third parties.  For the purposes  hereof,  an "Affiliate" is any  individual,
business, company, joint-venture, trust or any other entity or organization that
controls, or is controlled by, or under the control of the entity in question.

p) Dividends.  Without the Bank's prior  authorization in writing,  no dividends
can be decreed by the Joint  Obligors  and  Guarantors  or anyone of  Borrower's
authorized  assignees  pursuant to Clause Eighth, if they have not complied with
their obligations  hereunder,  or if such decree may result in the contravention
hereof or any other contract with a third party then in effect.

q) Sale of Trademarks.  Without the Bank's prior  authorization in writing,  the
Joint  Obligors  and  Guarantors  or anyone of  Borrower's  authorized  assignee
pursuant to Clause  Eighth shall not sell their  trademarks  and shall  preserve
their  trademark  distribution  franchises  held by each of them as of the  date
hereof.  Nevertheless,  both the Joint Obligors and Guarantors as well as anyone
of the Borrower's  authorized  assignee pursuant to clause Eighth may sell their
registered  trademarks to any  Affiliate,  unless they  contravene  any of their
obligations  hereunder.  For the purposes hereof, a list of the trademarks owned
by the Joint  Obligors  and  Guarantors  is  attached  hereto as Exhibit  "B" in
evidence of their rights pursuant to license agreements.

r) Preferential Terms on Securities and Payment Flows.  Without the Bank's prior
authorization  in  writing,  the Joint  Obligors  and  Guarantors  or any of the
Borrower's  authorized  assignee  pursuant to Clause  Eighth shall not grant any
preferential  terms on securities or flow of payments  subordinating  the Bank's
position.


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s) Granting of Loans and Securities.  Without the Bank's prior  authorization in
writing,  the Joint Obligors and Guarantors or any of the Borrower's  authorized
assignee  pursuant to Clause  Eighth shall not, (i) grant loans or securities to
any third parties other than their  subsidiaries  or affiliates;  and (ii) grant
loans or  securities  to  subsidiaries  or  affiliates  other than in the normal
course of business.

t) Cash flow:  Without the Bank's  prior  authorization  in  writing,  the Joint
Obligors and  Guarantors or any of Borrower's  authorized  assignee  pursuant to
Clause Eighth shall not compromise their cash flow in favor of third parties.

u) Amendment of the Bancomer  Loan.  Without the Bank's prior  authorization  in
writing,  the Borrower and the Joint Obligors and Guarantors shall not amend the
loan  agreement  referred to in Clause  Twelfth  hereof,  except to substitute a
debtor in which any of the Joint Obligors and  Guarantors  shall become the main
obligor.

If any Joint  Obligor and  Guarantor or any of  Borrower's  authorized  assignee
pursuant  to  Clause  Eight  shall  incur a debt in  breach  of the  obligations
provided in  preceding  clauses  r), s) and t) the  relevant  debt shall  become
subordinated to the preferential position granted to the Bank hereunder.

TENTH.  EVENTS OF DEFAULT.  The term to pay the Loan or the accessories  thereof
may be terminated in advance in case of occurrence of the following events (each
of which shall be an "Event of Default"):

1.   If  creditor  shall not  timely  and fully pay any past due  advance of the
     principal amount,  accrued interest,  fees, cost or expenses as a result of
     this instrument and related to the Loan;

2.   If any Mexican or foreign institution shall declare the acceleration of any
     payment  obligations  as a result of a  Borrower's  or Joint  Obligors  and
     Guarantors'  default to their  present  and future  obligations,  including
     transactions traded among the public at large;  provided however,  that (i)
     such payment  obligations shall exceed USD$  20,000,000.00  (twenty million
     dollars,  legal tender of the United States of America) o its equivalent in
     Mexican  currency,  or (ii) the actions  taken by the  creditor  are to the
     Bank's disadvantage in respect to this Credit's collection;

3.   If Borrower or any Joint Obligor and  Guarantor  shall cease to pay without
     cause any tax obligation,  contributions to the Mexican Institute of Social
     Security,   the  INFONAVIT  or  the  Retirement   Savings   Systems  (or  a
     contribution to the corresponding  Retirement Fund Administrators,  if any)
     except when making the corresponding  reserves and the payments thereto are
     being  contested  in  good  faith;  or if the  Borrower,  any of the  Joint
     Obligors  and  Guarantors  and/or their  subsidiaries  shall be declared on
     strike or intervened, and their payment capacity shall be at risk, or in

     case of any conflicts that may adversely affect the good operation of the
     Borrower or any of the Joint Obligors and Guarantors and/or their
     subsidiaries, except whenever said conflicts are contested in good faith
     and the relevant reserves have been made;

4.   If  Borrower,   any  of  the  Joint   Obligors  and  Guarantors  and  their
     subsidiaries shall not deliver the information required hereunder, provided
     such  default  shall not be not cured within five (5) Business Day from the
     date of notification;

5.   If any of the Borrower or any of the Joint Obligors and Guarantors'  assets
     are seized by a judicial,  administrative or other authority,  the value of
     which exceeds USD$ 20,000,000.00  (Twenty million Dollars,  legal tender of
     the United States of America) or its equivalent in Mexican currency;

6.   If a  proceeding  shall be brought by or against the Borrower or any of the
     Joint Obligors and Guarantors in order to have them adjudged in bankruptcy;

7.   If Borrower or any of its Joint  Obligors  and  Guarantors  be adjudged the
     payment  of an  amount  exceeding  or  equal to  USD$20,000,000.00  (Twenty
     million  dollars,  legal  tender of the United  States of  America)  or its
     equivalent in Mexican  currency and there were no reserves  theretofore  or
     any remedy of appeal or other proceeding against such judgment;

8.   If Borrower or any of its Joint  Obligors and  Guarantors  shall not comply
     with its payment  obligations on the Financial Debt for an amount exceeding
     USD  $20,000,000.00  (Twenty  million  dollars,  legal tender of the United
     States of America) its equivalent in any another currency in respect of any
     debt  under  any  other  agreements,  notes or other  instruments  covering
     Financial  Debt,  or if  such  debt  is  accelerated  by the  corresponding
     creditors;

9.   If Creditor or any of the Joint Obligors and Guarantors decrees the payment
     of  dividends  while the  Borrower  is in default  in the  payment of fees,
     interest,  principal and/or any other costs referred to the Loan, or if any
     of the Joint  Obligors and  Guarantors is in default with respect to any of
     the  financial  ratios set forth in  paragraphs  k) and l) of Clause  Ninth
     hereunder,  or if as the result of the dividends  paid, the Borrower or the
     Joint  Obligors  and  Guarantors  shall  fail to  comply  with any of their
     commitments hereunder;

10.  If for any Interest  Period it is determined  that the interest rate cannot
     be  defined,  and/or the basis for the  funding  cost shall not reflect the
     manner in which the Loan is maintained and/or funded,  without prejudice of
     the right of the parties to enter into an amendment agreement,

11.  If any of the Joint  Obligors  and  Guarantors  shall  split-off  or merge,
     thereby affecting their corporate  structure and financial good standing in
     such a way that the financial ratios established in paragraphs k) and l) of
     Clause Ninth hereunder are not complied with,

12.  If Borrower  shall incur in an event of default  under the loan referred to
     in Clause Twelfth.

13.  If Borrower shall not comply with any of its obligations hereunder.

If any of the  above  mentioned  Events of  Default  shall  occur,  the Bank may
accelerate  the term for  payment  of the Loan and other  accessories  set forth
herein and the Borrower  shall pay the Bank  forthwith  the total amount of such
Loan as well as all other  outstanding  amounts  hereunder,  in which case,  any
promissory note or notes subscribed by the Borrower shall become immediately due
and payable.

ELEVENTH. JOINT OBLIGOR AND GUARANTOR.  Panamco Mexico, S.A. de C.V. and Panamco
Golfo, S.A. de C.V. are hereby constituted joint obligors with the Borrower with
respect to any and all obligations deriving from this Agreement  attributable to
the  Borrower to the benefit of the Bank,  in terms of the joint  liability  set
forth in Articles 1987 and 1988 of the Civil Code for the Federal District.

This joint liability includes the total payment of the Loan's principal plus the
payment  of  interest,  fees  and  other  related  accessories  that  may  arise
therefrom.

In addition,  the Joint  Obligors  undertake to subscribe,  as  Guarantors,  the
promissory  note or notes that evidence the drawdowns of the Loan subject matter
of this Agreement.

TWELFTH. THE BANCOMER CREDIT. The parties acknowledge that concurrently with the
execution of this Agreement,  the Borrower and the Joint Obligors and Guarantors
have executed a loan  agreement with BBVA  Bancomer,  S.A.  Institucion de Banca
Muliple,  Grupo  Financiero  BBVA  Bancomer up to the amount of MXP  465,000,000
(Four hundred and seventy five million pesos Mexican Currency)  (hereinafter the
"Bancomer Loan".)



The  parties  agree  that the Loan  subject  matter  of this  Agreement  and the
Bancomer Loan shall have the same priority.

THIRTEENTH.  NOTICES.  Any  communication  to be given among the parties  hereto
shall be given in writing by  registered  mail  return  receipt  requested,  and
addressed  to the  corresponding  party,  in an  unquestionable  manner,  to the
following addresses of the parties:


IF TO THE BANK:                    Bosques de Alisos No. 45-B, Piso 3
                                   Colonia Bosques de las Lomas, C.P. 05120
                                   Delegacion Miguel Hidalgo,
                                   Mexico, Distrito Federal


                                       11

<PAGE>


IF THE BORROWER:          Torre Dresner Bank
                          Calle 50, Piso 7
                          C.P. 55-820 Cd. De Panama
                          Republica de Panama

IF TO JOINT OBLIGORS AND
GUARANTORS:               Blvd. Manuel Avila Camacho No. 40, piso 21
                          Col. Lomas de Chapultepec, C.P. 11000
                          Delegacion Miguel Hidalgo
                          Mexico, Distrito Federal

Any change in the Borrower or the Joint Obligors and Guarantors'  addresses must
be notified to the Bank in writing,  return receipt requested, at least ten (10)
calendar days in advance to the  effectiveness  of said change.  Otherwise,  all
notices or any other judicial or extra  judicial  notices given to the addresses
set forth herein shall be  considered as validly made for all legal effects that
may apply.

FOURTEENTH. EXPENSES. The Borrower shall pay to the Bank, (i) any and all costs,
expenses,   notaries  and   brokerage   fees,   taxes  and  all  the   necessary
protocolization,  formalization and registry duties for the execution  hereunder
and, as the case may be, for the creation and  maintenance  of the guarantees as
agreed  hereunder,  and (ii) all such costs,  expenses  and legal fees as may be
incurred by Bank in the event a legal  action is  initiated  as a result of this
Agreement or any other instrument executed thereunder.

FIFTEENTH.  CREDIT  INFORMATION.  Borrower  expressly  represents  that  it  has
knowledge that the companies supplying credit information are aimed at providing
such services on the credit transactions of credit institutions with individuals
and companies,  therefore Borrower has no inconvenience and agrees that the Bank
may  provide  information  referred  to this  Loan  to one or more of the  above
mentioned companies.

Also, Borrower hereby expressly authorizes the Bank, if deemed convenient at any
time, to request information on the Borrower's  creditworthiness  from the above
mentioned companies.

Borrower waives any right to initiate any legal proceeding against the Bank that
may arise as the result of the Banks  making use of the  authority  vested to it
herein.

SIXTEENTH.  SET-OFF.  In the event that Borrower must pay the Bank, at any time,
any sum pursuant to this  instrument and Borrower shall fail to comply with such
payment  obligation,  Borrower  hereby  irrevocably  authorizes the Bank, to the
extent  authorized by statute,  to debit any of the  Borrower's  deposit  and/or
account  with the Bank  (including,  but not limited  to,  demand  deposits  or,
savings,  term, demand,  provisional or final accounts;  investment  accounts of
whatever nature,  with special  inclusion of the amounts that the Bank's trustee
division  maintains  in the  name of the  Borrower  pursuant  to any  investment
contract) and to set-off any debt the Borrower may have with the Bank regardless
of the reason, up to an

                                       12

<PAGE>


amount  that is equal to the amount  indebted to the Bank,  without  need of any
requirement, notice or demand whatsoever.

The Bank shall notify the  Borrower,  as soon as  practicable,  of any charge or
set-off it may have made in accordance with this clause,  provided  however that
the absence of such notice  shall not affect in any other manner the validity of
such charge or set-off.  The Banks right  pursuant to this clause is in addition
of any other right (including other set-off rights) that the Bank might have.

SEVENTEENTH.  NOTICE OF TERMINATION OF COMMITMENT.  It is expressly  agreed that
the Bank has the right to terminate  the  commitment  hereunder on an unilateral
basis at any time  whatsoever  pursuant  to Article  294 of the  General  Law of
Negotiable Instruments and Credit Transactions,  by means of a notice in writing
to the Borrower.

EIGHTEENTH.  DISCLOSURE  OF TERMS AND  CONDITIONS.  Except as provided in Clause
Fifth,  the terms and  conditions  hereunder  cannot be made known to the public
without the prior consent of the parties;  without prejudice of the requirements
of competent  authorities and of the obligations  such parties may be subject to
under applicable laws.

NINETEENTH,  JURISDICTION  AND APPLICABLE  LAW. For the  interpretation  of, and
compliance with, this Agreement the parties submit  themselves to the applicable
laws, and to the  jurisdiction of the competent  courts of Mexico City,  Federal
District,  expressly waiving hereby,  any other jurisdiction that may correspond
to them in view of their present or future domiciles, or otherwise.


                                       13

<PAGE>

In witness whereof, the parties hereto have caused this Agreement to be executed
in four  counterparts,  one counterpart for each party, in Mexico City,  Federal
District, on December 18, 2001.

                                    THE BANK
                            ING BANK (MEXICO), S.A.,
                          INSTITUCION DE BANCA MULTIPLE
               ING BARING GRUPO FINANCIERO (MEXICO), S.A. DE C.V.
                                 Represented by:

                              (Illegible signature)
                            Gerda Hitz Sanchez Juarez

                                  THE BORROWER
                           PANAMERICAN BEVERAGES, INC.

                                 Represented by:
                              (Illegible signature)
                                 Paulo J. Saachi

                          JOINT OBLIGORS AND GUARANTORS
                          PANAMCO MEXICO, S.A. DE C.V.
                                 Represented by:

(Illegible signature)                             (Illegible signature)
Benjamin Santana Ruiz                             Gerardo Pinto Urrutia

                           PANAMCO GOLFO, S.A. DE C.V.
                                 Represented by:
(Illegible signature)                              (Illegible signature)
Benjamin Santana Ruiz                              Gerardo Pinto Urrutia


                                       14


<PAGE>

                                                                     EXHIBIT "A"


                               AMORTIZATIONS TABLE

----------------------------------------------------------------------------
 PAYMENT DATE                                    PRINCIPAL AMOUNT TO BE PAID
----------------------------------------------------------------------------
 June 4, 2002                                         MXP$116,250,000.00
----------------------------------------------------------------------------
December 17, 2002                                     MXP $116,250,000.00
----------------------------------------------------------------------------
  June 3, 2003                                        MXP $116,250,000.00
----------------------------------------------------------------------------
December 16, 2003                                     MXP $116,250,000.00
----------------------------------------------------------------------------


                                       15

<PAGE>


                                                                     EXHIBIT "B"


                                   TRADEMARKS



I.       Trademarks under the Coca-Cola Company license

         1.   Coca-Cola
         2.   Coca-Cola Light
         3.   Fanta
         4.   Sprite
         5.   Sprite Light
         6.   Fresca
         7.   Lift
         8.   Delaware Punch
         9.   Chispa
         10.  Fruitopia
         11.  Senzao
         12.  Powerade
         13.  Quatro
         14.  Beat
         15.  Sonfil


II.      Trademarks owned y Panamco Mexico, S.A. de C.V. or its subsidiaries:

         1.   Risco
         2.   Keloco
         3.   Plastesha


                                       16