Exhibit 10.45


          SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 29,
2001 (this "Agreement"), is made among Panamerican Beverages, Inc., a Panamanian
corporation (the "Borrower"), the financial institutions listed on the signature
pages hereof and which may from time to time become parties hereto (each, a
"Lender" and, collectively, the "Lenders"), ING (U.S.) Capital LLC, as
administrative agent (together with any successors appointed pursuant to Article
VII, the "Administrative Agent") for the Lenders hereunder, and The Chase
Manhattan Bank, as syndication agent (the "Syndication Agent").

          WHEREAS, the Borrower, certain lenders, the Administrative Agent, the
Syndication Agent, and BankBoston, N.A., as documentation agent entered into the
Credit Agreement, dated as of March 18, 1999 (the "1999 Agreement"), as amended
by the Amended and Restated Credit Agreement, dated as of November 21, 2000 (the
"2000 Agreement" and, together with the 1999 Agreement, the "Credit Agreement").

          WHEREAS, pursuant to the Credit Agreement, the Borrower incurred
advances from the Exiting Lenders and the 2000 Lenders, of which an aggregate
principal amount of U.S. $130,000,000 is outstanding as of the date hereof.

          WHEREAS, the Borrower and the Lenders have agreed to amend and restate
the Credit Agreement pursuant to which the 2001 Lenders (as hereinafter defined)
will advance U.S. $28,909,090.92 to the Borrower, which will be used (i) to
repay in full the advances made by the Exiting Lenders under the Credit
Agreement and (ii) to prepay U.S. $545,454.55 of the Advances made by
Cooperatieve Centrale Raiffeisen Boerenleenbank B.A., "Rabobank Nederland", New
York Branch under the Credit Agreement.

          WHEREAS, the Borrower has requested, and the parties hereto have
agreed, to amend and restate the Credit Agreement upon the terms and conditions
set forth herein.

          NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree that
the Credit Agreement is hereby amended and restated on and as of the Restatement
Effective Date (as hereinafter defined) as follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

          "Administrative Agent" has the meaning specified in the preamble to
this Agreement.


<PAGE>


          "Administrative Agent's Account" shall mean account No. 066297311
maintained at The Chase Manhattan Bank (ABA No. 021000021), for credit to ING
(U.S.) Capital LLC, New York, Account Name: Agency Loan Account, Ref: PANAMCO,
Att: Tina Wong, or such other account at such other bank in New York City as the
Administrative Agent shall specify from time to time to the Borrower and the
Lenders.

          "Advance" shall mean and include (a) each Advance made by the 2000
Lenders to the Borrower under the Credit Agreement and outstanding as of the
Restatement Effective Date, and (b) each Advance made to the Borrower by the
2001 Lenders pursuant to Section 2.01(b) and Section 3.01(b), as set forth
opposite each Lender's name on Annex I and Annex II hereto under the caption
"Advances" or, if such Lender has entered into one or more Assignments and
Acceptances, set forth in the Register maintained by the Administrative Agent
pursuant to Section 8.07(c).

          "Affiliate" means, as to any Person, any other Person that, directly
or indirectly, controls, is controlled by or is under common control with such
Person or is a director or officer of such Person. For purposes of this
definition, the term "control" (including the terms "controlling," "controlled
by" and "under common control with") of a Person means the possession, direct or
indirect, of the power to vote 5% or more of the Voting Stock of such Person or
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of Voting Stock, by contract or otherwise;
provided, however, that neither TCCC nor any of its direct or indirect
Subsidiaries shall be considered an Affiliate of the Borrower or any of its
Subsidiaries.

          "Agent" means any of the Administrative Agent and the Syndication
Agent.

          "Agreement" has the meaning specified in the preamble to this
Agreement.

          "Alternate Base Rate" means, on any date, a fluctuating rate of
interest per annum equal to the higher of

          (a) the Base Rate; and

          (b) the Federal Funds Rate plus1/2of 1%.

The Alternate Base Rate is not necessarily intended to be the lowest rate of
interest determined by the Administrative Agent or any Lender in connection with
extensions of credit. Changes in the rate of interest on that portion of any
Advances bearing interest at the Alternate Base Rate will take effect
simultaneously with each change in the Alternate Base Rate.

          "Alternate Base Rate Advances" means Advances bearing interest by
reference to the Alternate Base Rate.


<PAGE>


          "Applicable Margin" means (i) for the period from the Restatement
Effective Date to the date that is the first anniversary of the Restatement
Effective Date, 0.75% per annum; (ii) for the period from the first anniversary
of the Restatement Effective Date to the second anniversary of the Restatement
Effective Date, 1.00% per annum; and (iii) for the period from the second
anniversary of the Restatement Effective Date to (and including) the Maturity
Date, 1.25% per annum;

provided, however, that (A) if at any time from the Restatement Effective Date
to the Maturity Date the Borrower's BBB-/Baa3 credit rating category is
increased by one or more gradations by any two of the three Credit Rating
Agencies which currently maintain an investment grade credit rating for the
Borrower, the then Applicable Margin shall decrease by a margin of .125% for
each such gradation increase; and (B) if at any time from the Restatement
Effective Date to the Maturity Date the Borrower's BBB-/Baa3 rating category is
decreased by one or more gradations by any two of the three Credit Rating
Agencies which currently maintain an investment grade credit rating for the
Borrower, a supplemental margin of .375% per gradation will be added to the then
Applicable Margin.

          "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an Eligible Assignee, and accepted by the Administrative
Agent and the Borrower, in accordance with Section 8.07 and in substantially the
form of Exhibit B hereto.

          "Back-to-Back Loan" means Debt of any Subsidiary owed to a third party
that is fully collateralized by the proceeds of Debt incurred by the Borrower.

          "Base Rate" means the rate of interest from time to time announced by
the Administrative Agent at its principal office in New York City as its prime
commercial lending rate; provided that if the Administrative Agent shall cease
to announce a prime commercial lending rate, then "Base Rate" shall mean the
arithmetic average of the rates of interest publicly announced by The Chase
Manhattan Bank and Citibank, N.A. (or their respective successors) as their
respective prime commercial lending rates (or, as to any such bank that does not
announce such a rate, such bank's "base" or other rate determined by the
Administrative Agent to be the equivalent rate announced by such bank), except
that, if any such bank shall, for any period, cease to announce publicly its
prime commercial lending (or equivalent) rate, the Administrative Agent shall,
during such period, determine the "Base Rate" based upon the prime commercial
lending (or equivalent) rates announced publicly by the other such banks.

          "Borrower" shall have the meaning specified in the preamble to this
Agreement.

          "Business Day" means a day of the year on which banks are not required
or authorized to close in New York City and, if the applicable Business Day
relates to any Eurodollar Rate Advances, on which dealings are carried on in the
London interbank market.


<PAGE>


          "Capitalized Leases" has the meaning specified in clause (e) of the
definition of Debt.

          "Change in Control" means:

          (a) the failure of the Shareholders (as defined in the Voting Trust
Agreement) parties to the Voting Trust Agreement collectively to:

          (i) own, directly or indirectly, on the date hereof and until all
     Obligations owing under this Agreement and the other Loan Documents are
     paid in full, at least a majority of the outstanding Voting Stock of the
     Borrower on a fully diluted basis, free and clear of all Liens; or

          (ii) control directly or indirectly, whether by the percentage of
     ownership of Voting Stock imposed by any applicable law, the possession of
     voting power or otherwise, the power to direct the affairs or control the
     composition of at least a majority of the board of directors, management
     committee, or other equivalent body, of the Borrower; or

          (b) dissolution or termination of the Voting Trust Agreement; or

          (c) the failure of TCCC to own (as a result of a sale by TCCC of such
Common Stock described below), directly or indirectly, on the date hereof and
until all Obligations owing under this Agreement and other Loan Documents are
paid in full, at least 25% of the outstanding Class B Common Stock of the
Borrower, 22.6% of the outstanding Class A Common Stock of the Borrower and 100%
of the, outstanding Class C Preferred Stock of the Borrower, in each case, on a
fully diluted basis, free and clear of all Liens (it being understood that such
percentage will be reduced on a proportionate basis in the event of any issuance
or sale of Class A Common Stock or Class B Common Stock in which TCCC does not
acquire its proportionate share); or

          (d) any reduction in the number of directors nominated by TCCC to the
Borrower's Board of Directors as compared to the number of such directors
nominated by TCCC as of the date of this Agreement.

          "Coca-Cola Entity" means TCCC and any Wholly-Owned Subsidiary of TCCC.

          "Coca-Cola Facility" means the facility provided by The Coca-Cola
Financial Corporation dated December 23, 1998.

          "Compensation Plan" of the Borrower or any Subsidiary thereof means
any program, plan or similar arrangement (other than employment contracts)
relating generally to compensation, pension, employment or similar arrangements
to which the Borrower or such Subsidiary (individually or in connection with any
other Person) may have any liability.


<PAGE>


          "Confidential Information" means information furnished by or on behalf
of the Borrower or an Affiliate of the Borrower to any Agent or any Lender in a
writing designated as confidential, but does not include any such information
that (i) is or becomes generally available to the public or (ii) is or becomes
available to such Agent or such Lender from a source other than the Borrower or
an Affiliate of the Borrower other than as a result of a breach by any Agent or
any Lender of its obligations hereunder.

          "Consolidated" refers to the consolidation of accounts in accordance
with GAAP.

          "Consolidated Debt" means the outstanding principal amount of all Debt
of the Borrower and its Consolidated Subsidiaries; provided, however, that Debt
of the Borrower's Consolidated Subsidiaries shall not include any Debt of any
Subsidiary to the extent, but only to the extent, that such Debt, (i) is held by
the Borrower, whether in the form of a loan, participating interest or other
instrument evidencing indebtedness or other Obligation of the Subsidiary so long
as material enforcement, waiver or amendment decision regarding such Debt may be
taken only by the Borrower, or (ii) represents a Back-to-Back Loan.

          "Consolidated EBITDA" means, for any period, the sum, without
duplication, of

          (a) Consolidated Operating Income for such period,

          plus

          (b) all depreciation and amortization of assets (including Intangible
Assets) of the Borrower and its Subsidiaries deducted in determining
Consolidated Operating Income for such period.

          "Consolidated Operating Income" means, with respect to the Borrower
and its Subsidiaries for any period, the Consolidated operating income (or
loss), before interest, taxes and extraordinary items, of the Borrower and its
Subsidiaries for such period.

          "Consolidated Tangible Net Assets" means as of any date, the total
amount of assets of the Borrower and its Subsidiaries, less (i) Intangible
Assets and (ii) appropriate adjustments on account of minority interests of
other Persons holding equity investments in Subsidiaries, all as reflected on
the consolidated balance sheet of the Borrower and its Subsidiaries as of the
end of the fiscal quarter immediately preceding such date.

          "Credit Agreement" has the meaning specified in the recitals hereto.

          "Credit Rating Agencies" means DCR, Moody's and Standard & Poor's.

          "DCR" means Duff & Phelps Credit Rating Co.


<PAGE>


          "Debt" of any Person means, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all Obligations of such Person for the
deferred purchase price of property or services, (c) all Obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (d)
all indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e)
all Obligations of such Person as lessee under leases that have been or should
be, in accordance with GAAP, recorded as capital leases ("Capitalized Leases"),
(f) all Obligations, contingent or otherwise, of such Person under acceptance,
letter of credit or similar facilities, (g) all Obligations of such Person to
purchase, redeem, retire, defease or otherwise make any payment in respect of
any capital stock of or other ownership or profit interest in such Person or any
of its Affiliates or any warrants, rights or options to acquire such capital
stock, (h) all Obligations of such Person in respect of Hedge Agreements, (i)
all Debt of others referred to in clauses (a) through (h) above guaranteed
directly or indirectly in any manner by such Person, or in effect guaranteed
directly or indirectly by such Person through an agreement (i) to pay or
purchase such Debt or to advance or supply funds for the payment or purchase of
such Debt, (ii) to purchase, sell or lease (as lessee or lessor) property, or to
purchase or sell services, primarily for the purpose of enabling the debtor to
make payment of such Debt or to assure the holder of such Debt against loss,
(iii) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such
property is received or such services are rendered) or (iv) otherwise to assure
a creditor against loss, and j) all Debt referred to in clauses (a) through (h)
above secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on property (including,
without limitation, accounts and contracts rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Debt; provided, however, that Debt shall not include trade accounts payable
arising in the ordinary course of business.

          "Default" means any Event of Default or any event that would
constitute an Event of Default but for the requirement that notice be given or
time elapse or both.

          "Designated Affiliate" means a majority-controlled Affiliate of a
Lender whose name and principal place of business are set forth opposite such
Lender's name on Annex I or Annex II hereto under the caption "Designated
Affiliates," or in the Assignment and Acceptance pursuant to which it became a
Lender, or such other Affiliate or Affiliates of such Lender as such Lender may
specify by notice from time to time to the Borrower and the Administrative
Agent.

          "Designated Branch" means the branch of a Lender whose name and
location are set forth opposite such Lender's name on Annex I or Annex II hereto
under the caption "Designated Branches" or in the Assignment and Acceptance
pursuant to which it became a Lender, or such other branch or branches or other
office or offices of such Lender as such Lender may specify by notice from time
to time to the Borrower and the Administrative Agent.


<PAGE>


          "Disclosure Schedule" means the Disclosure Schedule set forth as Annex
III hereto.

          "Eligible Assignee" means (a) a commercial bank, finance company,
insurance company or other financial institution or fund (whether a corporation,
partnership, trust or other entity) having total assets in excess of U.S.
$250,000,000 and (b) any Designated Affiliate or Designated Branch.

          "Eurocurrency Liabilities" has the meaning specified in Regulation D
of the Board of Governors of the Federal Reserve System, as in effect from time
to time.

          "Eurodollar Rate" means, for any Interest Period for each Eurodollar
Rate Advance, an interest rate per annum equal to the rate per annum obtained by
dividing (a) the rate per annum determined by the Administrative Agent based on
the rate(s) quoted on the Reuters Screen LIBO Page at approximately 11:00 A.M.
(London time) two Business Days before the first day of such Interest Period for
a period equal to such Interest Period by (b) a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage for such Interest Period. If only one
rate appears on the Reuters Screen LIBO Page, the rate in clause (a) above will
be such rate, and if two or more rates appear on the Reuters Screen LIBO Page,
the rate in clause (a) above will be the arithmetic mean of such rates. The
Eurodollar Rate for each Interest Period for each Eurodollar Rate Advance shall
be determined by the Administrative Agent.

          "Eurodollar Rate Advances" means Advances bearing interest at a rate
determined by reference to the Eurodollar Rate.

          "Eurodollar Rate Reserve Percentage" for any Interest Period for each
Advance means the reserve percentage applicable two Business Days before the
first day of such Interest Period, under regulations issued from time to time by
the Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement) for a member bank
of the Federal Reserve System in New York City with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities (or with respect to
any other category of liabilities that includes deposits by reference to which
the interest rate on Advances is determined) having a term equal to such
Interest Period.

          "Events of Default" has the meaning specified in Section 6.01.

          "Existing Debt" means Debt of the Borrower and its Subsidiaries
outstanding on the date hereof.

          "Existing Debt Agreement" means any agreement or instrument pursuant
to which any Existing Debt has been issued or incurred.

          "Exiting Lenders" means General Electric Capital Corp., Westdeutsche
Landesbank Girozentrale, New York Branch, and RZB Finance LLC.


<PAGE>


          "Facility" means the aggregate amount of the Advances.

          "Federal Bankruptcy Code" means the United States Bankruptcy Code of
1978, as amended from time to time.

          "Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

          "GAAP" means, in the case of the Borrower and its Consolidated
Subsidiaries, generally accepted accounting principles in the United States
consistent with those applied in the preparation of the financial statements of
the Borrower and Consolidated Subsidiaries furnished to the Lenders prior to the
date of this Agreement.

          "Governmental Authority" means any federation, nation, state,
sovereign, or government, any federal, supranational, regional, state, tribal,
local or political subdivision, any governmental or administrative body,
instrumentality, department or agency or any court, tribunal, administrative
hearing body, arbitration panel, commission or any other similar
dispute-resolving panel or body, and any other entity exercising executive,
legislative, judicial, regulatory or administrative functions of government.

          "Hedge Agreements" means interest rate swap, cap or collar agreements,
interest rate future or option contracts, currency swap agreements, currency
future or option contracts and other similar agreements designed to hedge
against fluctuations in interest rates or foreign exchange rates.

          "Indemnified Party" has the meaning specified in Section 8.04(b).

          "Intangible Assets" means all unamortized debt discount and expense,
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, write-ups of assets over their carrying value at the
end of the last fiscal quarter ended prior to the Restatement Effective Date or
the date of acquisition, if acquired subsequent to the Restatement Effective
Date, and all other items which would be treated as intangibles on the
Consolidated balance sheet of the Borrower and its Subsidiaries.

          "Interest Coverage Ratio" means, for any period, the ratio of (i)
Consolidated EBITDA to (ii) the Consolidated gross interest expense (including
related fees) of the Borrower and its Subsidiaries for such period; provided,
however, that the calculation of the Interest Coverage Ratio shall not include
any interest on any Debt of any Subsidiary, to the extent that such Debt (i) is
owed by a Subsidiary to the Borrower, whether in the form of a Loan,
participation interest or other instrument evidencing indebtedness or other
Obligation of the Subsidiary so long as material enforcement,


<PAGE>


waiver or amendment decision regarding such Debt may be taken only by the
Borrower, or (ii) represents a Back-to-Back Loan.

          "Interest Period" means, with respect to any Eurodollar Rate Advance,
(i) initially, the period commencing on (and including) the date such Advance
was made, and ending on (but excluding) November 23, 2001 and (ii) thereafter,
each subsequent period commencing on (and including) the last day of the
immediately preceding Interest Period and ending on (but excluding) the last day
of the period selected by the Borrower pursuant to the provisions below. The
duration of each such Interest Period shall be one or three months, as the
Borrower may elect upon notice received by the Administrative Agent not later
than 11:00 a.m. (New York City time) on the third Business Day prior to the
first day of such Interest Period; provided, however, that:

          (a) at all times following November 21, 2001, all Advances shall have
the same Interest Period;

          (b) no Interest Period may end after the Maturity Date;

          (c) Interest Periods commencing on the same date for Eurodollar Rate
Advances shall be of the same duration;

          (d) whenever the last day of any Interest Period would otherwise occur
on a day other than a Business Day, the last day of such Interest Period shall
be extended to occur on the next succeeding Business Day; provided, however,
that, if such extension would cause the last day of such Interest Period to
occur in the next following calendar month, the last day of such Interest Period
shall occur on the next preceding Business Day;

          (e) except with respect to the Interest Periods described in clause
(b) above, whenever the first day of any Interest Period occurs on a day of an
initial calendar month for which there is no numerically corresponding day in
the calendar month that succeeds such initial calendar month by the number of
months in such Interest Period, such Interest Period shall end on the last
Business Day of such succeeding calendar month; and

          (f) all outstanding Advances originally incurred on the same date
shall at all times have the same Interest Period.

          "Investment" in any Person means any loan or advance to such Person,
any purchase or other acquisition of any capital stock, warrants, rights,
options, obligations or other securities of such Person, any capital
contribution to such Person or any other investment in such Person, including,
without limitation, any arrangement pursuant to which the investor incurs Debt
of the types referred to in clauses (i) and (j) of the definition of "Debt" in
respect of such Person and, in the case of any permitted Investment in which the
company in which such Investment is made becomes a Subsidiary of the Borrower,
the amount of such Investment shall include the amount of any Debt of such
Subsidiary at such time; provided that the "cash amount" of any Investment shall
not be deemed to include such Debt.


<PAGE>


          "Lender" means each Lender listed on the signature pages hereof and
each Eligible Assignee that becomes a party hereto pursuant to Section 8.07.

          "Lending Office" means, with respect to any Lender, the office of such
Lender specified as its "Lending Office" opposite its name on Annex I or Annex
II hereto or in the Assignment and Acceptance pursuant to which it became a
Lender, or such other office of such Lender as it may from time to time specify
by notice to the Borrower and the Administrative Agent.

          "Lien" means any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement,
including, without limitation, the lien or retained security title of a
conditional vendor and any easement, right of way or other encumbrance on title
to real property.

          "Loan Documents" means this Agreement, each Note and each other
instrument, agreement, certificate, notice or other document executed and/or
delivered pursuant hereto or thereto or in connection herewith or therewith.

          "Margin Stock" means any "margin stock" or "margin security" as
defined in Regulations T, U or X of the Board of Governors of the Federal
Reserve System.

          "Material Adverse Change" means a material adverse change in the
business, condition (financial or otherwise), operations, performance,
properties, assets or prospects of the Borrower and its Subsidiaries taken as a
whole.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, condition (financial or otherwise), operations, performance,
properties, assets or prospects of the Borrower and its Subsidiaries taken as a
whole or (b) the rights and remedies of any Agent or any Lender under any Loan
Document.

          "Maturity Conditions" has the meaning specified in Section 2.03(b)(i).

          "Maturity Date" means the date that is the third anniversary of the
Restatement Effective Date.

          "Mexico" means the United Mexican States.

          "Moody's" means Moody's Investors Service, Inc.

          "Net Cash Proceeds" means, with respect to any sale, lease, transfer
or other disposition of any asset by any Person, the aggregate amount of cash
received from time to time by or on behalf of such Person in connection with
such transaction, after deducting therefrom only (a) reasonable and customary
brokerage commissions, legal fees, finder's fees and other similar fees and
commissions, (b) the amount of taxes payable in connection with or as a result
of such transaction or in connection with dividends paid to enable the Borrower
to pay Net Cash Proceeds to the Lenders as contemplated herein, and (c) the
amount of any Debt secured by a Lien on such asset that, by the terms of such
transaction, is required to be repaid upon such disposition, in each


<PAGE>


case to the extent, but only to the extent, that the amounts so deducted are, at
the time of receipt of such cash, actually paid to a Person that is not an
Affiliate and are properly attributable to such transaction or to the asset that
is the subject thereof.

          "Net Issuance Proceeds" means, with respect to any issuance, sale or
incurrence of any Debt in the international financial markets, the aggregate
amount of cash received from time to time by or on behalf of such Person after
deducting therefrom only (a) placement agents' or underwriters' commissions, and
(b) other reasonable and customary fees and expenses (including, without
limitation, fees and expenses of counsel and bankers) payable by or on behalf of
such Person in connection with such issuance, sale or incurrence, in each case
to the extent, but only to the extent, that the amounts so deducted are, at the
time of receipt of such cash, actually paid or payable to a Person that is not
an Affiliate and are properly attributable to such transaction or to the
issuance, sale or incurrence that is the subject thereof.

          "Note" means a promissory note of the Borrower payable to the order of
any Lender, in substantially the form of Exhibit A hereto, evidencing the
indebtedness of the Borrower to such Lender resulting from the Advance or
Advances made by such Lender.

          "Obligation" means, with respect to any Person, any obligation of such
Person of any kind, including, without limitation, any liability of such Person
on any claim, whether or not the right of any creditor to payment in respect to
such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, disputed, undisputed, legal, equitable, secured or unsecured, and
whether or not such claim is discharged, stayed or otherwise affected by any
proceeding referred to in Section 6.01(f). Without limiting the generality of
the foregoing, the Obligations of the Borrower under the Loan Documents include
(a) the obligation to pay principal, interest, charges, expenses, fees,
reasonable attorneys' fees and disbursements, indemnities and other amounts
payable by the Borrower under any Loan Document and (b) the obligation to
reimburse any amount in respect of any of the foregoing that any Lender, in its
sole discretion, may elect to pay or advance on behalf of the Borrower in
accordance with the Loan Documents.

          "Other Currency" has the meaning specified in Section 8.11(a).

          "Other Taxes" has the meaning specified in Section 2.09(b).

          "Panamco Account" means the account of the Borrower maintained with
SunTrust Bank, ABA #061000104, Account #8800374228, Att.: Don Lynch.

          "Permitted Liens" means, with respect to any Person:

          (a) pledges or deposits by such Person under worker's compensation
laws, unemployment insurance laws or similar legislation, or good faith deposits
in connection with bids, tenders, contracts (other than for the payment of Debt)
or leases to which such Person is a party, or deposits to secure public or
statutory obligations of such Person or deposits of cash or government bonds to
secure performance, surety or appeal


<PAGE>


bonds to which such Person is a party or which are otherwise required of such
Person, or deposits as security for contested taxes or import duties or for the
payment of rent or other obligations of like nature, in each case incurred in
the ordinary course of business;

          (b) Liens imposed by law, such as carriers', warehousemen's,
laborers', materialmen's, landlords', vendors', workmen's, operators',
producers' and mechanics' Liens, in each case for sums not yet due or being
contested in good faith by appropriate proceedings or other Liens arising out of
judgments or awards against such Person with respect to which such Person shall
then be proceeding with an appeal or other proceedings of review;

          (c) Liens for taxes, assessments and other governmental charges or
levies not yet delinquent or subject to penalties for non-payment or which are
being contested in good faith by appropriate proceedings;

          (d) minor survey exceptions, minor encumbrances, easements or
reservations of or with respect to, or rights of others for or with respect to,
licenses, rights-of-way, sewers, electric and other utility lines and usages,
telegraph and telephone lines, pipelines, surface use, operation of equipment,
permits, servitudes and other similar matters, or zoning or other restrictions
as to the use of real property or Liens incidental to the conduct of the
business of such Person or to the ownership of its properties which were not
incurred in connection with Debt and which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in
the operation of the business of such Person;

          (e) Liens existing on or provided for under the terms of agreements
existing on the Restatement Effective Date and described in Item 5.02(a) of the
Disclosure Schedule;

          (f) Liens on property at the time the Borrower or any of its
Subsidiaries acquired the property or the entity owning such property, including
any acquisition by means of a merger or consolidation with or into the Borrower;
provided, however, that any such Lien may not extend to any other property owned
by the Borrower or any of its Subsidiaries;

          (g) Liens securing Hedge Agreements so long as (i) such Hedge
Agreements are of the type customarily entered into in connection with, and are
entered into for, the bona fide purpose of reducing financial risk relating to
interest rate or foreign exchange fluctuations, and (ii) the collateral securing
obligations in respect of such Hedge Agreements (A) consists only of cash or
cash equivalents, and (B) does not exceed in market value on any date an amount
equal to 1.5% of Consolidated Tangible Net Assets (calculated as of the end-date
of the last quarter for which Consolidated financial statements have been
distributed);

          (h) Liens on accounts receivable, inventory or bottles and cases to
secure working capital or revolving credit Debt incurred by any Subsidiary in
the ordinary course of business;


<PAGE>


          (i) Purchase Money Liens;

          (j) Liens securing only Debt of a Wholly-Owned Subsidiary of the
Borrower to the Borrower or one or more Wholly-Owned Subsidiaries of the
Borrower;

          (k) Liens on any property to secure Debt incurred in connection with
the construction, installation or financing of bottling facilities financed
through Debt issued by a Coca-Cola Entity or any subsidiary of it;

          (l) Liens resulting from the deposit funds or evidences of Debt in
trust for the purpose of defeasing Debt of the Borrower or any of its
Subsidiaries;

          (m) legal or equitable encumbrances deemed to exist by reason of
negative pledges or the existence of any litigation or other legal proceeding
and any related lis pendens filing (excluding any attachment prior to judgment,
judgment lien or attachment lien in aid of execution on a judgment);

          (n) rights of a common owner of any interest in property held by such
Person;

          (o) Liens on property or shares of stock of another Person at the time
such other Person becomes a Subsidiary of such Person; provided, however, that
such Liens are not created, incurred or assumed in connection with, or in
contemplation of, such other Person becoming such a Subsidiary of such Person;
provided further, however, that such Lien may not extend to any other property
owned by such Person or any of its Subsidiaries;

          (p) any defects, irregularities or deficiencies in title to easements,
rights-of-way or other properties which do not in the aggregate materially
adversely affect the value of such properties or materially impair their use in
the operation of the business of such Person;

          (q) Liens in favor of the issuers of surety bonds or letters of credit
issued pursuant to the request of and for the account of such Person in the
ordinary course of business; provided, however, that the obligations in respect
of such letters of credit do not constitute Debt;

          (r) Liens arising in connection with Capitalized Leases in an
aggregate principal amount not to exceed U.S. $75,000,000 at any time
outstanding; and

          (s) Liens to secure any refinancing, refunding, extension, renewal or
replacement (or successive refinancings, refundings, extensions, renewals or
replacements), as a whole, or in part, of any Debt secured by any Lien referred
to in the foregoing clauses (e) through (l); provided, however, that (i) such
new Lien shall be limited to all or part of the same property that secured the
original Lien (plus improvements on or to such property) and (ii) the Debt
secured by such Lien at such time is not increased to any amount greater than
the sum of (A) the outstanding principal amount or, if greater, committed amount
of the Debt described under clauses (e) through


<PAGE>

(1) at the time the original Lien became a Permitted Lien under this Agreement
and (B) any amount necessary to pay any fees and expenses, including premiums,
related to such refinancing, refunding, extension, renewal or replacement.

          "Person" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.

          "Process Agent" has the meaning specified in Section 8.12(a).

          "Purchase Money Lien" means a Lien on property securing Debt incurred
by the Borrower or any of its Subsidiaries to provide funds for all or any
portion of the cost of acquiring, constructing, altering, expanding, improving
or repairing such property or assets used in connection with such property.

          "Register" has the meaning specified in Section 8.07(c).

          "Required Lenders" means at any time Lenders owed (or holding in the
aggregate) at least 66 2/3% of the then-aggregate unpaid principal amount of the
Advances; provided, however, that for purposes of this definition neither (i)
the Borrower, nor any of its Affiliates, if a Lender, nor (ii) any Lender who
has defaulted on any of its obligations hereunder, shall be included in (x) the
Lenders owed such amount of the Advances or (y) the determination of the
aggregate unpaid principal amount of the Advances.

          "Restatement Effective Date" has the meaning specified in Section
3.01.

          "Reuters Screen LIBO Page" means the display of London interbank
offered rates (commonly known as "LIBOR") of major banks for Eurodollar deposits
designated as page "LIBO" on the Reuters Monitor Money Rates Service (or such
other page as may replace the LIBO page for the purpose of displaying such
London interbank offered rates for Eurodollar deposits).

          "Scheduled Repayment Date" has the meaning specified in Section
2.02(a).

          "Significant Subsidiary" has the meaning specified for a "significant
subsidiary" as defined in Rule 405 under the Securities Act of 1933, as amended.

          "Solvent" and "Solvency" mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of its liabilities, including, without
limitation, contingent liabilities, (b) the present fair salable value of the
assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond its ability to pay as such debts and
liabilities mature, and (d) such Person is not engaged in business or a
transaction, and is not about to engage in

business or a transaction, for which its property would constitute an
unreasonably small capital.

          "Standard & Poor's" means Standard & Poor's Rating Services, a
division of the McGraw-Hill Companies, Inc.

          "Subsidiary" of any Person means any corporation, partnership, joint
venture, trust or estate of which (or in which), directly or indirectly, more
than 50% of (a) the issued and outstanding capital stock having ordinary voting
power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency), (b) the interest in the capital or profits of such partnership or
joint venture, or (c) the beneficial interest in such trust or estate is at the
time directly or indirectly owned or controlled by such Person, by such Person
and one or more of its other Subsidiaries or by one or more of such Person's
other Subsidiaries. References to a Subsidiary, unless otherwise specifically
stated, or the context otherwise requires, shall be reference to a Subsidiary of
the Borrower.

          "Syndication Agent" has the meaning specified in the preamble to this
Agreement.

          "Taxes" has the meaning specified in Section 2.09(a).

          "TCCC" means The Coca-Cola Company, a Delaware corporation, or any
successor thereto.

          "United States" and "U.S." each means United States of America.

          "Voting Stock" means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for the election of directors
(or persons performing similar functions) of such Person, even though the right
so to vote has been suspended by the happening of such a contingency.

          "Voting Trust Agreement" means the Voting Trust Agreement for certain
shares of Panamerican Beverages, Inc., amended and restated as of April 20,
1993, and as further amended on July 15, 1993, among the Shareholders parties
thereto and the Voting Trustees parties thereto.

          "Wholly-Owned Subsidiary" means, with respect to any Person, any
Subsidiary of such Person if all of the common stock or other similar equity
ownership interests (but not including preferred stock) in such Subsidiary
(other than any directors' qualifying shares or shares issued to Persons to
comply with local laws) is owned directly or indirectly by such Person.

          "1999 Agreement" has the meaning specified in the recitals hereto.

          "2000 Agreement" has the meaning specified in the recitals hereto.


<PAGE>


          "2000 Lender" means each Lender listed on Annex I hereto.

          "2001 Lender" means each Lender listed on Annex II hereto.

          SECTION 1.02 Certain Defined Terms Relating to Environmental
Regulation. As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):

          "Environmental Action" means any administrative, regulatory or
judicial action, suit, demand, demand letter, notice of non-compliance or
violation, investigation, proceeding, consent order or consent agreement
relating in any way to any Environmental Law or any Environmental Permit,
including without limitation (a) any claim by any Governmental Authority for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any Environmental Law and (b) any claim by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment.

          "Environmental Law" means any supranational, federal, national, state,
provincial, tribal, local or municipal law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award of any Governmental
Authority within or outside the United States relating to or imposing standards
of conduct concerning the environment, health, safety or Hazardous Materials.

          "Environmental Permit" means any permit, approval, identification
number, license or other authorization required under any Environmental Law.

          "Hazardous Materials" means (a) petroleum or petroleum products,
natural or synthetic gas, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation and radon gas, (b) any substances defined as
or included in the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," "extremely hazardous wastes," "restricted hazardous
wastes," "toxic substances," "toxic pollutants," "contaminants" or "pollutants,"
or words of similar import, under any Environmental Law, and (c) any other
substance, exposure to which is regulated under any Environmental Law.

          SECTION 1.03 Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" mean
"to but excluding."

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

          SECTION 2.01 The Advances.


<PAGE>


          (a) Existing Advances. Each 2000 Lender severally agrees, on the terms
and conditions hereinafter set forth, to maintain, from and after the
Restatement Effective Date, the Advance made by such 2000 Lender to the Borrower
pursuant to the Credit Agreement (or acquired by such Lender by way of an
Assignment and Acceptance prior to the Restatement Effective Date) and
outstanding immediately prior to the Restatement Effective Date. The principal
amount of Advances maintained by each 2000 Lender as of the Restatement
Effective Date is set forth opposite such 2000 Lender's name on Annex I hereto
under the caption "Advances."

          (b) New Advances. Each 2001 Lender severally agrees, on the terms and
conditions hereinafter set forth, to make a single Advance to the Borrower on
the Restatement Effective Date in an aggregate amount not to exceed the amount
set forth opposite such 2001 Lender's name on Annex II hereto under the caption
"Advances" or, if such 2001 Lender has entered into one or more Assignments and
Acceptances, set forth in the Register maintained by the Administrative Agent
pursuant to Section 8.07(c).

          SECTION 2.02 Scheduled Repayments; Notes.

          (a) On the dates set forth below, the Borrower shall repay to the
Administrative Agent, for the account of the Lenders, the unpaid outstanding
principal amount of the Advances evidenced by the Notes, in immediately
available funds, as is set forth opposite such date (each such date a "Scheduled
Repayment Date") as follows:

             Scheduled Repayment Date           Amount

             October 31, 2002              U.S. $19,500,000
             October 31, 2003              U.S. $26,000,000
             Maturity Date                 U.S. $84,500,000

          (b) The Advance or Advances of each Lender to the Borrower shall be
evidenced by a Note payable to the order of such Lender in an amount equal to
such Lender's Advance or Advances. Each Lender shall record in its records, and
on the schedule attached to its Note, the date and amount of each Advance made
by such Lender thereunder, each repayment or prepayment thereof, whether such
Advance was a Eurodollar Rate Advance or an Alternate Base Rate Advance, and, in
the case of Eurodollar Rate Advances, the dates on which the Interest Period for
such Advances shall begin and end. The aggregate unpaid principal amount so
recorded shall be rebuttable presumptive evidence of the principal amount owing
and unpaid on such Note. The failure to so record or any error in so recording
any such amount shall not, however, limit or otherwise affect the obligations of
the Borrower hereunder or under any Note to repay the principal amount of each
Advance together with all interest accruing thereon.

          SECTION 2.03 Prepayments.

          (a) Optional. The Borrower may, upon at least five Business Days'
notice to the Administrative Agent at any time after 30 days from the
Restatement Effective Date stating the proposed date and aggregate principal
amount of the prepayment, and, if such notice is given, the Borrower shall,
prepay the outstanding


<PAGE>


principal amount of the Advances in whole or ratably in part in the inverse
order of maturity, together with accrued interest to the date of such prepayment
on the principal amount prepaid, without premium or penalty but subject to
breakage costs pursuant to Section 2.11; provided, however, that each partial
prepayment shall be in a minimum aggregate principal amount of U.S. $10,000,000
or an integral multiple of U.S. $1,000,000 in excess thereof. Prepayments of
Advances will be without premium or penalty; provided that prepayments of
Eurodollar Rate Advances not made on the last day of the Interest Period shall
be subject to Section 2.11. Any amount prepaid under this Section 2.03(a) may
not be reborrowed. All prepayments under this Section 2.03(a) shall be made
together with accrued interest to the date of such prepayment on the principal
amount prepaid.

          (b) Mandatory.

          (i) From Net Issuance Proceeds. The Borrower shall prepay ratably the
     outstanding principal amount of the Advances in the inverse order of
     maturity in an aggregate amount equal to the amount by which the cumulative
     Net Issuance Proceeds of any public or private issuance, sale or incurrence
     of any additional Debt (other than (x) short-term Debt solely used to
     finance working capital or one or more bottling company acquisitions, and
     (y) Debt consisting of guarantees by the Borrower of the Debt of any
     Subsidiary) in the international financial markets by the Borrower exceeds
     U.S. $400,000,000 during the term of this Agreement, so long as such Debt
     (x) is scheduled to mature in whole and in part after the date six months
     after the Maturity Date and (y) is applied to repay or refinance
     then-outstanding Debt of the Borrower or any Subsidiary (such conditions in
     subclauses (x) and (y) being the "Maturity Conditions"); provided that (I)
     if any such Debt issued, sold or incurred does not satisfy the Maturity
     Conditions, 100% of the Net Issuance Proceeds thereof shall be applied to
     prepay ratably the outstanding principal amount of the Advances in the
     inverse order of maturity, (II) notwithstanding subclause (I) above, up to
     U.S. $100,000,000 of such Debt during the term of this Agreement need not
     satisfy the Maturity Conditions so long as (A) such Debt matures in full at
     least nine months prior to the Maturity Date and, upon refinancing, such
     Debt will satisfy the Maturity Conditions, and (B) the proceeds of such
     Debt are applied to one or more bottling company acquisitions or working
     capital financing, and (III) if any such Debt issued, sold or incurred is
     voluntarily prepaid prior to the Maturity Date, the Borrower shall prepay
     ratably the outstanding principal amount of the Advances in an aggregate
     amount equal to the amount of such prepayment.

          (ii) From Net Cash Proceeds. The Borrower shall prepay ratably the
     outstanding principal amount of the Advances in the inverse order of
     maturity in an aggregate amount equal to the amount by which the cumulative
     Net Cash Proceeds from the sale, lease, transfer or other disposition of
     (A) any assets (other than shares of capital stock) of the Borrower or any
     of its Subsidiaries (other than sales of inventory, scrap and by-products
     in the ordinary course of business and sales of vehicles or equipment in
     the ordinary course of business, provided that the proceeds thereof, in the
     case of vehicles and equipment, are



     promptly reinvested in comparable vehicles and equipment) or (B) any
     capital stock of any Subsidiary of the Borrower exceeds, in the aggregate
     under both subclauses (A) and (B) above, an amount equal to 5.5% of
     Consolidated Tangible Net Assets (calculated as of the end-date of the last
     quarter for which Consolidated financial statements have been distributed);
     provided that, in any such case under subclause (A) or (B) above, (I) in
     the case of any such Net Cash Proceeds received by any such Subsidiary that
     is not a Wholly-Owned Subsidiary of the Borrower, the amount of such
     prepayment shall equal the proportion of such Net Cash Proceeds that is
     equal to the percentage of capital stock of such Subsidiary owned directly
     or indirectly by the Borrower (after giving effect to any applicable sale
     of shares of capital stock); (II) no prepayment shall be required in
     respect of Net Cash Proceeds of any sale, lease, transfer or other
     disposition of any assets by any Subsidiary to the Borrower or any other
     Subsidiary or by the Borrower to any Subsidiary; and (III) at least an
     amount equal to 2.75% of Consolidated Tangible Net Assets (calculated as of
     the end-date of the last quarter for which Consolidated financial
     statements have been distributed) of such cumulative Net Cash Proceeds
     shall be reinvested promptly in the Borrower or any of its Subsidiaries (it
     being understood that if such reinvestment does not occur, all such
     cumulative Net Cash Proceeds in excess of an amount equal to 2.75% of
     Consolidated Tangible Net Assets (calculated as of the end-date of the last
     quarter for which Consolidated financial statements have been distributed)
     shall be applied to prepay Advances).

          (iii) Making of Prepayments. Any prepayment pursuant to this clause
     (b) shall be made on the second Business Day (or sooner if elected by the
     Borrower) following the date of receipt by the Borrower of such Net
     Issuance Proceeds or such Net Cash Proceeds, as the case may be.

          (iv) Accrued Interest. All prepayments under this clause (b) shall be
     made together with accrued interest to the date of such prepayment on the
     principal amount prepaid.

          (v) Timing of Prepayments. Unless otherwise agreed by the Required
     Lenders, any prepayment made pursuant to this clause (b), shall be subject
     to Section 2.11.

          SECTION 2.04 Interest.

          (a) Ordinary Interest. (i) The Borrower shall pay interest on the
unpaid principal amount of each Eurodollar Rate Advance made to it from the date
of such Advance until such principal is paid in full, at a rate per annum equal
to the sum of (A) the Eurodollar Rate for such Interest Period for such Advance
plus (B) the Applicable Margin, payable in arrears on the last day of such
Interest Period, on the date of any payment or prepayment of such principal
amount and on the Maturity Date.

          (ii) The Borrower shall pay interest on the unpaid principal amount of
     each Alternate Base Rate Advance made from the date of such Advance


<PAGE>

     until such principal is paid in full, at a rate per annum equal to the sum
     of (A) the Alternate Base Rate plus (B) the Applicable Margin, payable in
     arrears on the last Business Day of each month, on the date of any payment
     or prepayment of such principal amount and on the Maturity Date.

          (b) Default Interest. Upon the occurrence and during the continuance
of any Event of Default, the Borrower shall pay interest on the unpaid principal
amount of each Advance made to it and on the unpaid amount of all interest, fees
and other amounts payable hereunder that is not paid when due, payable in
arrears on the dates referred to in clause (a) above and on demand, at a rate
per annum equal at all times to 2.0% per annum above (x) the rate per annum
required to be paid on Eurodollar Rate Advances outstanding at the time pursuant
to clause (a) above, in the case of the unpaid principal amount of Eurodollar
Rate Advances, and (y) the rate per annum required to be paid on Alternate Base
Rate Advances outstanding at the time pursuant to clause (a) above, in the case
of the unpaid principal amount of Alternate Base Rate Advances, interest, fees
and such other amounts.

          SECTION 2.05 Fees. The Borrower agrees to pay to the Administrative
Agent, such fees as shall be agreed to in writing among the Borrower and the
Administrative Agent.

          SECTION 2.06 Continuations, Interest Rate Determination.

          (a) The Borrower may continue all or any part of any Eurodollar Rate
Advances in a minimum principal amount of U.S. $10,000,000 or a higher integral
multiple of U.S. $1,000,000 (or, if smaller than U.S. $10,000,000, the entire
outstanding balance of all remaining Advances) into another Eurodollar Rate
Advance, by giving written notice thereof to the Administrative Agent not later
than 11:00 A.M. (New York City time) at least three Business Days prior to the
proposed date of such continuation. Each such notice shall be effective upon
receipt by the Administrative Agent, shall be irrevocable, and shall specify the
date and amount of such continuation, the Advances to be so continued, and the
applicable Interest Period. Promptly upon receipt of such notice, the
Administrative Agent shall advise each Lender thereof. Each continuation shall
be on a Business Day.

          (b) Failing receipt by the Administrative Agent of any notice of
continuation in accordance with clause (a) above, the Borrower shall be
conclusively deemed to have elected to continue all Eurodollar Rate Advances for
an Interest Period of three months.

          (c) The Administrative Agent shall give prompt notice to the Borrower
and the Lenders of the applicable interest rate determined by the Administrative
Agent for purposes of Section 2.04(a) or (b).

          SECTION 2.07 Increased Costs, Etc.

          (a) If, due to either (i) the introduction of or any change in, or in
the interpretation of, any law or regulation or (ii) the need to comply with any
guideline or

request from any central bank or other Governmental Authority (whether or not
having the force of law) adopted or made after the date of this Agreement
(except, with respect to both subclauses (i) and (ii), any law, regulation,
guideline or request addressed in Section 2.09), there shall be any increase in
the cost to any Lender or any Person controlling such Lender of agreeing to make
or making, funding or maintaining Advances, then the Borrower shall from time to
time, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender additional amounts sufficient to compensate such Lender for such
increased cost; provided, however, that, before making any such demand, each
Lender agrees to use reasonable efforts (consistent with its internal policy and
legal and regulatory restrictions) to designate a different Lending Office if
the making of such a designation would avoid the need for, or reduce the amount
of, such increased cost and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender. Such Lender shall promptly
notify the Administrative Agent and the Borrower in writing of the occurrence of
any such event, such notice to state, in reasonable detail, the reasons therefor
and the additional amounts required fully to compensate such Lender for such
increased cost or reduced amount; provided, however, that notice in respect of
any additional amounts payable hereunder in respect of any Interest Period shall
not be effective, and no such additional amounts shall be payable hereunder in
respect of such Interest Period, unless such notice is given not later than the
360th day following the Maturity Date. No such additional amounts shall be
payable hereunder for increased costs incurred in respect of any period from 90
days after the date on which such Lender becomes actually aware of such
increased cost to the date on which such Lender delivers notice of such
increased cost, except for additional amounts for increased costs incurred as a
result of the retroactive application of any law, rule or regulation. A
certificate as to the amount of such increased cost, submitted to the Borrower
by such Lender, shall be conclusive and binding for all purposes, absent
manifest error.

          (b) If any Lender determines that (i) the introduction of or any
change in, or in the interpretation of, any law or regulation or (ii) the need
to comply with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law) adopted or made
after the date hereof affects or would affect the amount of capital required or
expected to be maintained by such Lender or any Person controlling such Lender
and such Lender determines that the amount of such capital is increased as a
result of such Lender's Advance made hereunder and other commitments of this
type, then, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to the Administrative Agent for
the account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender in light of such
circumstances, to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender's Advance
made hereunder; provided, however, that, before making any such demand, each
Lender agrees to use reasonable efforts (consistent with its internal policy and
legal and regulatory restrictions) to designate a different Lending Office if
the making of such a designation would avoid the need for, or reduce the amount
of, such increase in capital and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender. Such Lender shall


<PAGE>


promptly notify the Administrative Agent and the Borrower in writing of the
occurrence of any such event, such notice to state, in reasonable detail, the
reasons therefor and the additional amounts required fully to compensate such
Lender for such increased cost or reduced amount; provided, however, that notice
in respect of any additional amounts payable hereunder in respect of any
Interest Period shall not be effective, and no such additional amounts shall be
payable hereunder in respect of such Interest Period, unless such notice is
given not later than the 360th day following the Maturity Date. No such
additional amounts shall be payable hereunder for increased capital requirements
for any period from 90 days after the date on which such Lender becomes actually
aware of such increased capital requirements to the date on which such Lender
delivers notice of such increased capital requirements, except for additional
amounts for increased capital requirements as a result of the retroactive
application of any law, rule or regulation. A certificate as to such amounts
submitted to the Borrower by such Lender, shall be conclusive and binding for
all purposes, absent manifest error.

          (c) If, with respect to any Eurodollar Rate Advances, the Lenders who
are owed at least 20% of the then-aggregate unpaid principal amount thereof
notify the Administrative Agent that the Eurodollar Rate for any Interest Period
for such Eurodollar Rate Advances will not adequately reflect the cost to such
Lenders of making, funding or maintaining their Eurodollar Rate Advances for
such Interest Period, the Administrative Agent shall forth-with so notify the
Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will
automatically, on the last day of the then-existing Interest Period therefor,
convert into an Alternate Base Rate Advance and (ii) the obligation of the
Lenders to make Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower that such Lenders have determined
that the circumstances causing such suspension no longer exist.

          (d) Notwithstanding any other provision of this Agreement, if the
introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other Governmental
Authority shall assert that it is unlawful, for any Lender or its Lending Office
to perform its obligations hereunder to make Eurodollar Rate Advances or to
continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice
thereof and demand therefor by such Lender to the Borrower through the
Administrative Agent, (i) each Eurodollar Rate Advance of such Lender will
automatically, upon such demand, convert, at the end of the current Interest
Period therefor (or sooner if required by law), into an Alternate Base Rate
Advance and (ii) the obligation of such Lender to make Eurodollar Rate Advances
shall be suspended until the Administrative Agent shall notify the Borrower that
such Lender has determined that the circumstances causing such suspension no
longer exist; provided, however, that, before making any such demand, such
Lender agrees to use reasonable efforts (consistent with its internal policy and
legal and regulatory restrictions) to designate a different Lending Office if
the making of such a designation would allow such Lender or its Lending Office
to continue to perform its obligations to make Eurodollar Rate Advances or to
continue to fund or maintain Eurodollar Rate Advances and would not, in the
judgment of such Lender, be otherwise disadvantageous to such Lender.


<PAGE>


          SECTION 2.08 Payments and Computations.

          (a) The Borrower shall make each payment hereunder and under the Notes
not later than 11:00 A.M. (New York City time) on the day when due in U.S.
Dollars to the Administrative Agent at the Administrative Agent's Account in
same day funds. The Administrative Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal, interest or fees
ratably (other than amounts payable pursuant to Section 2.07(a), 2.07(b), 2.09
or 2.11) to the Lenders for the account of their Lending Offices, and like funds
relating to the payment of any other amount payable to any Lender to such Lender
for the account of its Lending Office, in each case to be applied in accordance
with the terms of this Agreement. Upon its acceptance of an Assignment and
Acceptance and recording of the information contained therein in the Register
pursuant to Section 8.07(d), from and after the effective date of such
Assignment and Acceptance, the Administrative Agent shall make all payments
hereunder and under the Notes in respect of the interest assigned thereby to the
Lender assignee thereunder, and the parties to such Assignment and Acceptance
shall make all appropriate adjustments in such payments for periods prior to
such effective date directly between themselves.

          (b) If the Administrative Agent receives funds for application to the
Obligations under the Loan Documents under circumstances for which the Loan
Documents do not specify the Advances to which, or the manner in which, such
funds are to be applied, the Administrative Agent may, but shall not be
obligated to, elect to distribute such funds to each Lender ratably in
accordance with such Lender's proportionate shares of the principal amount of
all outstanding Advances, in repayment or prepayment of such of the outstanding
Advances or other Obligations owed to such Lender as the Administrative Agent
shall direct.

          (c) All computations of interest based on the Eurodollar Rate or the
Alternate Base Rate shall be made by the Administrative Agent on the basis of a
year of 360 days and 365/66 days, respectively, and for the actual number of
days (including the first day but excluding the last day) occurring in the
period for which such interest is payable. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.

          (d) Whenever any payment hereunder or under the Notes shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall, in such case, be
included in the computation of payment of interest; provided, however, that, if
such extension would cause payment of interest on or principal of Eurodollar
Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.

          (e) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to any Lender
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such


<PAGE>


date and the Administrative Agent may, in reliance upon such assumption, cause
to be distributed to each such Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent the Borrower shall not have so
made such payment in full to the Administrative Agent, each such Lender shall
repay to the Administrative Agent forthwith on demand such amount distributed to
such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the Administrative Agent, at the Federal Funds Rate.

          (f) The Borrower shall make all payments hereunder and under the Notes
regardless of any defense or counterclaim, including, without limitation, any
defense or counterclaim based on any law, rule or policy which is now or
hereafter promulgated by any Governmental Authority or regulatory body and which
may adversely affect the Borrower's obligation to make, or the right of the
holder of any Note to receive, such payments.

          SECTION 2.09 Taxes.

          (a) Any and all payments to be made by the Borrower hereunder, under
the Notes, or under any other Loan Document 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 liabilities with respect thereto,
excluding, in the case of each Lender and any Agent, respectively, franchise
taxes, taxes, levies, imposts, deductions, charges or withholdings (and all
liabilities with respect thereto) imposed on or measured by reference to net
income which are imposed on such Lender or such Agent by (i) the United States
of America, (ii) any political subdivision of the United States or (iii) any
foreign jurisdiction or political subdivision thereof under the laws of which
such Agent or such Lender is organized, or in which such Lender or such Agent,
respectively, has qualified to do or in fact does business (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to any Lender or any Agent, (x) the sum payable
shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) such Lender or such Agent (as the case may be) 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 required to be deducted to the relevant taxing authority or other
authority in accordance with applicable law. Each Agent and every Lender shall
provide to the Borrower such forms and certifications as are reasonably
necessary to avoid or reduce the Borrower's obligation to deduct Taxes from any
payment hereunder; provided that neither any Agent nor any Lender shall be
required to furnish any such form or certification to the extent such Person
reasonably determines (consistent with its internal policy and legal and
regulatory restrictions) that such action would be disadvantageous to such
Person.

          (b) In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes or any excise or property taxes or any other charges
or


<PAGE>


similar levies that arise from any payment made hereunder or under the Notes or
any other Loan Documents or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement or any other Loan Documents
(hereinafter referred to as "Other Taxes").

          (c) The Borrower will indemnify each Lender and Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this Section)
paid by such Lender or such Agent (as the case may be) and any liability
(including penalties, additions to tax, interest and expenses) arising therefrom
or with respect thereto whether or not such Taxes or Other Taxes were correctly
or legally asserted. This indemnification shall be made within 30 days from the
date such Lender or such Agent (as the case may be) make written demand
therefor.

          (d) Within 30 days after the date of any payment of Taxes by the
Borrower, the Borrower will furnish to the Administrative Agent, at its address
referred to in Section 8.02, the original or a certified copy of a receipt
evidencing payment thereof (or, if a receipt cannot be obtained in the
applicable jurisdiction, other appropriate evidence of payment thereof).

          (e) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section shall survive the payment in full of principal and interest
hereunder and under the Notes.

          SECTION 2.10 Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Advance owing to it (other than
pursuant to Section 2.07(a), 2.07(b), 2.09 or 2.11) in excess of its ratable
share of payments on account of the Advances obtained by all the Lenders, such
Lender shall forthwith purchase from the other Lenders such participations in
the Advances owing to them as shall be necessary to cause such purchasing Lender
to share the excess payment ratably with each of them; provided, however, that
if all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, the purchase from such Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent of
such Lender's ratable share of such recovery together with an amount equal to
such Lender's ratable share (according to the proportion of (i) the amount of
such Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section may, to the fullest extent permitted by law, exercise
all its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.

          SECTION 2.11 Funding Losses. In the event any Lender shall incur any
loss, cost, or expense (including any loss, cost, or expense incurred by reason
of the


<PAGE>


liquidation or reemployment of deposits or other funds acquired by such
Lender to make, continue, or maintain any portion of the principal amount of any
Eurodollar Rate Advance), but excluding any loss of any margin above the
Eurodollar Rate, as a result of:

          (a) any repayment or prepayment of the principal amount of any
Eurodollar Rate Advances on a date other than the scheduled last day of the
Interest Period applicable thereto;

          (b) any Eurodollar Rate Advances not being made in accordance with the
request for Eurodollar Rate Advances delivered to the Administrative Agent as
set forth in Section 3.01(a); or

          (c) any Eurodollar Rate Advances not being continued for the Interest
Period specified in accordance with the relevant notice therefor;

then, upon the written notice of such Lender to the Borrower (with a copy to the
Administrative Agent), the Borrower shall, within five days of its receipt
thereof, pay directly to such Lender (for its own account) such amount as will
(in the reasonable determination of such Lender) reimburse such Lender for such
loss, cost or expense. Such written notice (which shall include all calculations
in reasonable detail) shall, in the absence of manifest error, be conclusive and
binding on the Borrower.

          SECTION 2.12 Use of Proceeds. The proceeds of the advances made by the
Exiting Lenders and the Advances made by the 2000 Lenders under the Credit
Agreement were used by the Borrower (i) to refinance Debt under the U.S.
$300,000,000 Credit Agreement dated as of March 15, 1999 among the Borrower, the
lenders party thereto, the Administrative Agent, The Chase Manhattan Bank, as
syndication agent, and BankBoston, N.A., as documentation agent, (ii) to
refinance Debt under the 1999 Agreement, (iii) to refinance Debt under the
Coca-Cola Facility, (iv) to fund capital expenditures and (v) for general
corporate purposes. The proceeds of the Advances made by the 2001 Lenders on the
Restatement Effective Date shall be used solely (and the Borrower agrees that it
shall use such proceeds solely) (x) to repay in full the advances made by the
Exiting Lenders under the Credit Agreement and (y) to prepay U.S. $545,454.55 of
the Advances made by Cooperatieve Centrale Raiffeisen Boerenleenbank B.A.,
"Rabobank Nederland", New York Branch under the Credit Agreement.

                                  ARTICLE III

                    CONDITIONS PRECEDENT TO EFFECTIVENESS OF
                            AMENDMENT AND RESTATEMENT

          SECTION 3.01 Conditions Precedent. This Agreement shall be effective
on October 31, 2001 (the "Restatement Effective Date") provided each of the
following conditions shall have been satisfied on or prior to such date:

(a) Notice. The Administrative Agent and the 2001 Lenders shall have received
from the Borrower a request for the Advances specified in Section 3.01(b)


<PAGE>


not later than 4:00 P.M. (New York City time) on the third Business Day prior to
the Restatement Effective Date, which request shall be in form and substance
satisfactory to the Administrative Agent and the 2001 Lenders in all respects.

          (b) Funding. Each 2001 Lender shall have made a single Advance for the
account of its Lending Office to the Administrative Agent at the Administrative
Agent's Account, in same day funds, in an aggregate amount not to exceed the
amount set forth opposite such 2001 Lender's name on Annex II hereto under the
caption "Advances", and the Administrative Agent shall have made such funds
available to the Borrower by crediting the Panamco Account in immediately
available funds. The proceeds of such Advance shall be applied on the
Restatement Effective Date (i) to repay in full the advances made by the Exiting
Lenders under the Credit Agreement and (ii) to prepay U.S. $545,454.55 of the
Advances made by Cooperatieve Centrale Raiffeisen Boerenleenbank B.A., "Rabobank
Nederland", New York Branch under the Credit Agreement.

          (c) Deliveries. The Administrative Agent shall have received the
following documents (each document received by the Administrative Agent and
described below is dated the Restatement Effective Date (unless otherwise
specified), in form and substance reasonably satisfactory to the Lenders (unless
otherwise specified), accompanied by an English translation thereof if not in
English):

          (i) a certificate of the Borrower, in substantially the form of
     Exhibit C hereto, signed on behalf of the Borrower by a duly authorized
     officer or agent of the Borrower and its Secretary or any Assistant
     Secretary, together with certified copies of (i) the resolutions of the
     Board of Directors of the Borrower approving the Borrower's execution,
     delivery, and performance of the Loan Documents and the transactions
     contemplated thereby, (ii) all documents evidencing other necessary
     corporate action and consents or approvals of any Governmental Authority,
     if any, with respect to the Loan Documents and the transactions
     contemplated thereby, and (iii) the constitutional documents of the
     Borrower;

          (ii) the Consolidated audited financial statements of the Borrower and
     its Subsidiaries as of December 31, 2000;

          (iii) the duly executed Notes from the Borrower payable to the order
     of the respective Lenders;

          (iv) an opinion of Cravath, Swaine & Moore, special New York counsel
     for the Borrower, in substantially the form of Exhibit D-1 hereto and as to
     such other matters as any Lender through the Administrative Agent may
     reasonably request;

          (v) an opinion of Arias, Fabrega & Fabrega, local counsel to the
     Borrower in Panama, in substantially the form of Exhibit D-2 hereto and as
     to such other matters as any Lender through the Administrative Agent may


<PAGE>



     reasonably request;

          (vi) an opinion of White & Case LLP, special New York counsel to the
     Administrative Agent, in substantially the form of Exhibit D-3 hereto and
     as to such matters as any Lender through the Administrative Agent may
     reasonably request;

          (vii) a letter, in substantially the form of Exhibit E hereto,
     confirming the appointment of CT Corporation System as Process Agent for
     the Borrower;

          (viii) such other certificates, documents and opinions of counsel as
     any Lender through the Administrative Agent may reasonably request; and

          (ix) all accrued fees of the Administrative Agent (including any such
     fees as shall be agreed to in writing pursuant to Section 2.05(a)) and
     reimbursements for all reasonable out-of-pocket expenses incurred in
     accordance with Section 8.04(a)(i).

          (d) Due Diligence. The Agents and the Lenders shall have completed a
due diligence investigation of the Borrower and its Subsidiaries with results
satisfactory to the Agents and the Lenders, and shall have been given such
access to the management, records, books of account, contracts and properties of
the Borrower and its Subsidiaries, and each shall have received such financial,
business and other information regarding the Borrower and its Subsidiaries, as
the Agents and the Lenders shall have reasonably requested.

          (e) Material Adverse Change. (i) There shall not have occurred any
Material Adverse Change in any country in which the Borrower and its
Subsidiaries operate, or in the international loan syndication or financial or
capital market conditions generally from those in effect on the date hereof.

          (ii) There shall not have occurred any Material Adverse Change in the
     condition, financial or otherwise, business, operations, performance,
     properties or prospects of the Borrower or any of its Subsidiaries since
     June 30, 2001.

          (f) Event of Default. No Event of Default or Default shall have
occurred and be continuing.

          (g) Representations and Warranties. All representations and warranties
contained herein shall be true and correct in all material respects with the
same effect as though such representations and warranties had been made on and
as of the Restatement Effective Date (except for any representation or warranty
made as of a specific date which shall be true and correct in all material
respects only as of such specified date).


<PAGE>


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          SECTION 4.01 Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

          (a) The Borrower and each of its Subsidiaries (i) is a corporation
duly organized and validly existing (and, in the case of any such Subsidiary
incorporated under the laws of one of the States comprising the United States,
in good standing) under the laws of its jurisdiction of formation, (ii) is duly
qualified as a foreign corporation in each other jurisdiction in which it owns
or leases property or in which the conduct of its business requires it to so
qualify or be licensed except where failure to so qualify would not have a
Material Adverse Effect, and (iii) has all requisite corporate power and
authority to own or lease and operate its properties and to carry on its
business as now conducted and as proposed to be conducted except where the
failure to do so would be reasonably likely not to result in a Material Adverse
Effect on the Borrower and its Subsidiaries taken as a whole.

          (b) Set forth on Item 4.01(b) of the Disclosure Schedule is a complete
and accurate organizational chart for the Borrower and its Subsidiaries showing
as of the date hereof (as to each such Subsidiary) (x) the jurisdiction of its
incorporation and (y) the percentage of the outstanding shares of each such
class owned (directly or indirectly) by the Borrower and the number of shares
covered by all outstanding options, warrants, rights of conversion or purchase
and similar rights as at the date hereof; and the information set forth therein
is correct in all material respects. All of the shares of the Borrower and each
of its Subsidiaries have been validly issued, fully paid, are non-assessable and
are owned by the Borrower or one or more of its Subsidiaries and such stock
ownership is shown on the stock registry of the relevant Subsidiary issuing such
shares free and clear of all Liens. Except as disclosed in such Item 4.01(b) of
the Disclosure Schedule, all the shares of outstanding capital stock of all of
such Subsidiaries that the Borrower purports to own as set forth in Item 4.01(b)
of the Disclosure Schedule have been validly issued, are fully paid and
non-assessable and are owned by the Borrower or one or more of its Subsidiaries
free and clear of all Liens.

          (c) The execution, delivery and performance by the Borrower of each
Loan Document to which it is or is to be a party, and the consummation of the
transactions contemplated hereby and thereby, are within the Borrower's
corporate powers, have been duly authorized by all necessary corporate action,
and do not (i) contravene the Borrower's constitutional documents, (ii) violate
any law, rule, regulation (including, without limitation, Regulation X of the
Board of Governors of the Federal Reserve System), order, writ, judgment,
injunction, decree, determination or award, (iii) except as set forth on Item
4.01(c) of the Disclosure Schedule, conflict with or result in the breach of,
constitute a default under, or cause or permit any mandatory prepayment or
acceleration of the maturity of, any material contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument binding on or
affecting the Borrower, any of its Subsidiaries or any of their properties or
assets, or (iv) result in or require the


<PAGE>


creation or imposition of any Lien upon or with respect to any of the properties
or assets of the Borrower or any of its Subsidiaries. Neither the Borrower nor
any of its Subsidiaries is in violation of any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award or in breach of any
such contract, loan agreement, indenture, mortgage, deed of trust, lease or
other instrument, the violation or breach of which would be reasonably likely to
result in a Material Adverse Effect.

          (d) No authorization or approval or other action by, and no notice to
or filing with, any Governmental Authority or any other third party is required
for (i) the due execution, delivery, recordation, filing or performance by the
Borrower of any Loan Document to which it is or is to be a party, or for the
consummation of the transactions contemplated hereby or thereby, or (ii) the
exercise by the Administrative Agent or any Lender of its rights under any Loan
Document to which the Borrower is a party or the remedies provided thereunder.

          (e) This Agreement has been, and each Loan Document to which the
Borrower is or is to be a party when delivered hereunder will have been, duly
executed and delivered by the Borrower. This Agreement is, and each other Loan
Document to which the Borrower is or is to be a party when delivered hereunder
will be, the legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization and similar laws affecting creditors
generally and general principles of equity.

          (f) The Borrower and each of its Subsidiaries is in compliance in all
material respects with all applicable laws, rules, regulations and orders,
except where the failure to so comply would not be reasonably likely to result
in a Material Adverse Effect on the Borrower and its Subsidiaries taken as a
whole.

          (g) The audited Consolidated balance sheet of the Borrower and its
Subsidiaries as at December 31, 2000, and the related Consolidated statements of
income and cash flows of the Borrower and its Subsidiaries for the fiscal year
then ended, accompanied (in the case of such Consolidated financial statements)
by an opinion of Arthur Andersen & Co., independent public accountants, copies
of which have been furnished to each Lender, fairly present in all material
respects the Consolidated financial condition of the Borrower and its
Subsidiaries as at such dates and the Consolidated results of the operations of
the Borrower and its Subsidiaries for the periods ended on such dates, all in
accordance with GAAP applied on a consistent basis.

          (h) Since December 31, 2000, there has been no Material Adverse
Change.

          (i) All written information (other than projections with respect to
the future financial performance of the Borrower and its Subsidiaries)
heretofore or contemporaneously herewith furnished by or on behalf of the
Borrower or any of its Subsidiaries to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement, the other Loan Documents
and the transactions contemplated hereby and thereby is, and all written
information (other than projections with respect to


<PAGE>


the future financial performance of the Borrower and its Subsidiaries) hereafter
furnished by or on behalf of the Borrower or any of its Subsidiaries to the
Administrative Agent or any Lender pursuant hereto or in connection herewith
will be, true and accurate in every material respect on the date as of which
such information is dated or certified, and none of such information is or will
be incomplete by omitting to state any material fact necessary to make such
information not misleading. All projections with respect to the future financial
performance of the Borrower and its Subsidiaries heretofore or contemporaneously
furnished by or on behalf of the Borrower or any of its Subsidiaries to the
Administrative Agent or any Lender have been, and all such projections hereafter
furnished by or on behalf of the Borrower or any of its Subsidiaries to the
Administrative Agent or any Lender will be, prepared in good faith and represent
or will represent the Borrower's realistic views as to such performance at the
time such projections were prepared.

          (j) Except as set forth in Item 4.01(j) of the Disclosure Schedule,
there is no action, suit, investigation, litigation or proceeding affecting the
Borrower or any of its Subsidiaries (and, with respect to unasserted claims, to
the knowledge of the Borrower) (including, but not limited to, any Environmental
Action) pending or threatened before any court, Governmental Authority or
arbitrator that (i) if adversely determined, would be reasonably likely to
result in a Material Adverse Effect or (ii) would be reasonably likely to
adversely affect the legality, validity or enforceability of this Agreement, the
Notes, any other Loan Document, or the consummation of the transactions
contemplated hereby or thereby.

          (k) (i) Neither the Borrower nor any of its Subsidiaries has taken any
action (including any steps to terminate any Compensation Plan), nor made any
omission (including any failure to make any required contribution to any
Compensation Plan), with respect to any Compensation Plan, in either case which
(a) would result in a liability to the Borrower or any Subsidiary in excess of
U.S. $1,000,000 (or the equivalent in any other currency), (b) would give rise
to a Lien over any of its properties, assets, or revenues, or (c) would be
reasonably likely to result in a Material Adverse Effect; and

          (ii) the Borrower and each of its Subsidiaries is in compliance in all
     material respects with the regulatory requirements of applicable law
     relating to pensions, employee retirement benefits and social security and
     has made all payments required to be made pursuant thereto. Except as set
     forth in Item 4.01(k) of the Disclosure Schedule, neither the Borrower nor
     any of its Subsidiaries sponsors, or is required to contribute to, any
     Compensation Plan, except such Compensation Plans that do not require
     funding and that may be terminated by the Borrower or the applicable
     Subsidiary, as the case may be, without its incurring any liability.

          (l) Except as set forth in Item 4.01(1) of the Disclosure Schedule,
each of the Borrower and its Subsidiaries has filed all material tax returns and
reports required to be filed, and have paid all material taxes, assessments,
fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except (i) those which
are being contested in good faith by


<PAGE>


appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP or (ii) where the failure to do so could not reasonably be
expected to have a Material Adverse Effect. There is no proposed tax assessment
against the Borrower or any Subsidiary that could reasonably be expected to have
a Material Adverse Effect.

          (m) (i) Except as set forth in Item 4.01(m) of the Disclosure
Schedule, the operations and properties of the Borrower and each of its
Subsidiaries comply in all material respects with all Environmental Laws, all
materially necessary Environmental Permits have been obtained and are in effect
for the operations and properties of the Borrower and its Subsidiaries, the
Borrower and its Subsidiaries are in compliance in all material respects with
all such Environmental Permits, except where the failure to comply with or
obtain such Environmental Permits would not be reasonably likely to result in a
Material Adverse Effect and no circumstances exist that could (A) form the basis
of an Environmental Action against the Borrower or any of its Subsidiaries or
any of their properties that would be reasonably likely to result in a Material
Adverse Effect or (B) cause any such property to be subject to any material
restrictions on ownership, occupancy, use or transferability under any
Environmental Law; and

          (ii) Hazardous Materials have not been generated, used, treated,
     handled, stored or disposed of on, or released or transported to or from,
     any property of the Borrower or any of its Subsidiaries, except in
     compliance with all Environmental Laws and Environmental Permits, and all
     other wastes generated at any such properties have been disposed of in
     compliance with all Environmental Laws and Environmental Permits and except
     where the failure to comply with Environmental Laws or obtain such
     Environmental Permits would not be reasonably likely to result in a
     Material Adverse Effect.

          (n) Neither the Borrower nor any of its Subsidiaries is a party to any
Existing Debt Agreement, indenture, loan or credit agreement or any lease or
other agreement or instrument or subject to any charter or corporate restriction
that materially inhibits the conduct of its business, as currently operated or
as planned.

          (o) Neither the Borrower nor any of its Subsidiaries is an "investment
company" or an "affiliated person" of, or "promoter" or "principal underwriter"
for, an "investment company" required to be registered as such within the
meaning of the United States Investment Company Act of 1940, as amended. Neither
the making of any Advances, nor the application of the proceeds of repayment
thereof by the Borrower, nor the consummation of the other transactions
contemplated hereby, will violate any provision of such Act or any rule,
regulation or order of the Securities and Exchange Commission thereunder.

          (p) Set forth in Item 4.01(p) of the Disclosure Schedule is a complete
and accurate list of all material Existing Debt, as of September 30, 2001,
showing as of such date the outstanding principal amount thereof. No other
material Debt has been incurred since such date. Except as shown in Item 4.01(p)
of the Disclosure Schedule, on the date of this Agreement, there is no Debt
owing from the Borrower to any of its


<PAGE>


Subsidiaries. The Obligations of the Borrower under the Loan Documents to which
it is a party rank at least pari passu with all other senior, unsecured Debt of
the Borrower.

          (q) Neither the Borrower nor any of its property or assets has any
immunity from jurisdiction of any court or from set-off or any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) under the laws of the jurisdiction of
its incorporation.

          (r) The Borrower is not engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying Margin Stock. None of the proceeds of any Advance will be
used for the purpose of, or be made available by the Borrower or any of its
Subsidiaries in any manner to any other Person to enable or assist such Person
in, purchasing or carrying Margin Stock.

          (s) The Borrower, individually and on a Consolidated basis with its
Subsidiaries, is, and after giving effect to all Advances, will be, Solvent.

          (t) The proceeds of the advances made by the Exiting Lenders and the
Advances made by the 2000 Lenders under the Credit Agreement were used by the
Borrower (i) to refinance Debt under the U.S. $300,000,000 Credit Agreement
dated as of March 15, 1999 among the Borrower, the lenders party thereto, the
Administrative Agent, J.P. Morgan Securities Inc., as syndication agent, and
BankBoston, N.A., as documentation agent, (ii) to refinance Debt under the 1999
Agreement, (iii) to refinance Debt under the Coca-Cola Facility, (iv) to fund
capital expenditures and (v) for general corporate purposes. The Borrower will
use the proceeds of the Advances made by the 2001 Lenders on the Restatement
Effective Date (x) to repay in full the advances made by the Exiting Lenders
under the Credit Agreement and (y) to prepay U.S. $545,454.55 of the Advances
made by Cooperatieve Centrale Raiffeisen Boerenleenbank B.A., "Rabobank
Nederland", New York Branch under the Credit Agreement.

          (u) The Board of Directors of the Borrower adopted by resolution a
dividend policy whereby an amount equal to between 15% and 25% of the Borrower's
Consolidated net income from the previous year will be paid to shareholders each
year, in quarterly distributions, as determined by the Board of Directors. Such
dividend policy remains in effect as of the date of this Agreement. Pursuant to
the Certificate of Designations in effect as of the date of this Agreement for
the Series C Preferred Stock of the Borrower, any change in the Borrower's
policy with respect to dividends or distributions to shareholders of the
Borrower requires the approval of the holder of the two outstanding shares of
Series C Preferred Stock. As of the date of this Agreement, the Borrower does
not anticipate any change in its dividend policy or in the terms of the
Certificate of Designations of the Series C Preferred Stock.


<PAGE>


                                   ARTICLE V

                            COVENANTS OF THE BORROWER

          SECTION 5.01 Affirmative Covenants. So long as any Obligations under
the Loan Documents shall remain unpaid, the Borrower shall, unless the Required
Lenders shall otherwise consent in writing:

          (a) Compliance with Laws, Etc. Except when the failure to do so would
not be reasonably likely to result in a Material Adverse Effect, comply, and
cause each of its Subsidiaries to comply, in all material respects, with all
applicable laws, rules, regulations and orders.

          (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
Subsidiaries to pay and discharge, before the same shall become delinquent, (i)
all taxes, assessments and governmental charges or levies imposed upon it or
upon its property or assets and (ii) all lawful claims that, if unpaid, might by
law become a Lien upon its property; provided, however, that neither the
Borrower nor any of its Subsidiaries shall be required to pay or discharge any
such tax, assessment, charge or claim that is being contested in good faith and
by proper proceedings and as to which appropriate reserves are being maintained
(if required by GAAP), unless and until any Lien resulting therefrom attaches to
its property or assets and becomes enforceable against its other creditors.

          (c) Compliance with Environmental Laws. Except when the failure to do
so would not be reasonably likely to result in a Material Adverse Effect,
comply, and cause each of its Subsidiaries and all lessees and other Persons
occupying its properties to comply, in all material respects, with all
Environmental Laws and Environmental Permits applicable to its operations and
properties; obtain and renew all Environmental Permits necessary for its
operations and properties; and conduct, and cause each of its Subsidiaries to
conduct, any reasonable investigation, study, sampling and testing, and
undertake any reasonable cleanup, removal, remedial or other action necessary to
remove and clean up all Hazardous Materials from any of its properties, in
accordance with the requirements of all Environmental Laws; provided, however,
that neither the Borrower nor any of its Subsidiaries shall be required to
undertake any such cleanup, removal, remedial or other action to the extent that
its obligation to do so is being contested in good faith and by proper
proceedings and appropriate reserves are being maintained with respect to such
circumstances.

          (d) Maintenance of Insurance. Maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible insurance companies or
associations in such amounts and covering such risks as is usually carried by
companies engaged in similar businesses and owning similar properties in the
same general areas in which the Borrower or such Subsidiary operates.

          (e) Preservation of Corporate Existence, Etc. Except as permitted
under Section 5.02(b), preserve and maintain, and cause each of its Subsidiaries
to


<PAGE>


preserve and maintain, its corporate existence, rights (charter and statutory)
and franchises (including, without limitation, any franchise agreement of the
Borrower or any Subsidiary with TCCC or any Affiliate thereof, which agreements
shall be preserved and maintained in a manner consistent in all material
respects with past practice); provided, however, that neither the Borrower nor
any of its Subsidiaries shall be required to preserve any right or franchise,
nor shall the Borrower be required to maintain the corporate existence of any
Subsidiary if the preservation or maintenance thereof is no longer desirable in
the conduct of the business of the Borrower or such Subsidiary, as the case may
be, and the failure to preserve any such right or franchise or maintain the
corporate existence of such Subsidiary would not be reasonably likely to result
in a Material Adverse Effect on the Borrower and its Subsidiaries taken as a
whole.

          (f) Visitation Rights. At any time during regular business hours upon
prior written notice to and approval of the Borrower (which approval shall not
be unreasonably withheld or delayed) permit any Agent, or any Lender, or any
agents or representatives thereof, to examine and make notes with respect to
records and books of account of, and visit the properties of, the Borrower and
any of its Subsidiaries, and to discuss the affairs, finances and accounts of
the Borrower and any of its Subsidiaries with any of their executive officers or
directors and with their independent certified public accountants.

          (g) Keeping of Books. Keep, and cause each of its Subsidiaries to
keep, proper books of record and account, in which full and correct entries
shall be made of all financial transactions and the assets and business of the
Borrower and each such Subsidiary in accordance with GAAP.

          (h) Maintenance of Properties, Etc. Except where the failure to do so
would not be reasonably likely to result in a Material Adverse Effect, maintain
and preserve, and cause each of its Subsidiaries to maintain and preserve, all
of its properties and assets that are material to the conduct of its business in
good working order and condition, ordinary wear and tear excepted.

          (i) Transactions with Affiliates.

          (i) Conduct, and cause each of its Subsidiaries to conduct, all
     transactions otherwise permitted under the Loan Documents with any of its
     Subsidiaries (x) in the ordinary course of business in accordance with past
     practices or (y) on terms that are fair and reasonable and no less
     favorable to the Borrower or such Subsidiary than it would obtain in a
     comparable arm's-length transaction with a Person not an Affiliate.

          (ii) Conduct, and cause each of its Subsidiaries to conduct, all
     transactions otherwise permitted under the Loan Documents with any of their
     Affiliates (other than their Subsidiaries) on terms that are fair and
     reasonable and no less favorable to the Borrower or such Subsidiary than it
     would obtain in a comparable arm's length transaction with a Person not an
     Affiliate.


<PAGE>


          (iii) Prior to the Borrower becoming indebted to any Affiliate of the
     Borrower, cause such Affiliate to execute a subordination agreement in form
     and substance satisfactory to the Administrative Agent, subordinating such
     Debt to be owed to such Affiliate to all Obligations of the Borrower under
     the Loan Documents, and thereafter deliver to the Administrative Agent a
     copy thereof certified by a duly authorized officer or agent to be a true
     and correct copy of the original.

          (j) Compliance with Terms of Leaseholds. Except where the failure to
do so would not be reasonably likely to result in a Material Adverse Effect,
make all payments and otherwise perform in all material respects all obligations
in respect of all material leases of real property and cause all of its
Subsidiaries to do so, and, to the extent material to the business of the
Borrower, keep such leases in full force and effect and not allow such leases to
lapse or be terminated or rights to renew such leases to be forfeited or
canceled.

          (k) Sales of Assets. Cause any assets that are, in the aggregate
during the term of this Agreement, material to the Consolidated financial
position of the Borrower, to be sold or otherwise transferred by the Borrower or
any of its Subsidiaries to be so sold or transferred at a value that shall
reasonably approximate their fair market value (it being understood that
"material," for purposes of this clause (k) only, shall mean an amount equal to,
for all assets during the term of this Agreement, 5.5% of Consolidated Tangible
Net Assets (calculated as of the end-date of the last quarter for which
Consolidated financial statements have been distributed)).

          SECTION 5.02 Negative Covenants. So long as any Obligation under the
Loan Documents shall remain unpaid, the Borrower shall not, without the written
consent of the Required Lenders:

          (a) Liens, Etc. Create, incur, assume or suffer to exist, or permit
any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on
or with respect to any of its properties and assets of any character (including,
without limitation, accounts and capital stock) whether now owned or hereafter
acquired or assign, or permit any of its Subsidiaries to assign, any accounts or
other rights to receive revenues, excluding, however, from the operation of the
foregoing restrictions:

          (i) Permitted Liens; and

          (ii) Liens securing Debt if, after giving pro forma effect to the
     incurrence of such Debt (and the receipt and application of the proceeds
     thereof) or the securing of outstanding Debt, the sum of (without
     duplication) all Debt of the Borrower and its Subsidiaries secured by Liens
     (other than Permitted Liens), at the time of determination would not exceed
     10% of Consolidated Tangible Net Assets.

          (b) Mergers, Etc. Merge with or into or consolidate with or into any
Person, or permit any of its Subsidiaries to do so, unless: (i) either (a) such
merger or


<PAGE>


consolidation is between any of the Borrower's Subsidiaries and any of the
Borrower's other Subsidiaries, (b) the Borrower shall be the continuing Person
in the case of a merger or (c) the resulting or surviving Person if other than
the Borrower (the "Successor Company") shall expressly assume, by a written
agreement, executed and delivered to the Administrative Agent, in form
satisfactory to the Administrative Agent, all the obligations of the Borrower
under the Loan Documents; (ii) immediately after giving effect to such
transaction (and treating any Debt which becomes an obligation of the Successor
Company or any Subsidiary of the Borrower or the Successor Company as a result
of such transaction as having been incurred by the Successor Company or such
Subsidiary at the time of such transaction), no Default would occur or be
continuing and the Borrower shall have delivered to the Administrative Agent an
officer's certificate to that effect; and (iii) except in the case of any merger
or consolidation under subclause (i)(a) above: (A) the Borrower shall have
delivered to the Administrative Agent an officer's certificate and an opinion of
counsel, each stating that such consolidation or merger and such written
agreement comply with the Loan Documents and, if such consolidation or merger
results in a Successor Company, that such written agreement constitutes the
legal, valid and binding obligation of the Successor Company, enforceable
against such entity in accordance with its terms, subject to customary
exceptions, and (B) at least two of Standard & Poor's, Moody's or DCR shall have
notified the Administrative Agent in writing that the proposed merger or
consolidation will not result in a withdrawal or reduction of its credit rating
of the Borrower below the lower of the then existing rating thereof.

          (c) Change in Nature of Business. Make, or permit any of its
Subsidiaries to make, any material change in the nature and conduct of the
business of the Borrower and its Subsidiaries taken as a whole as carried on at
the date of this Agreement.

          (d) Accounting Changes. Make or permit, or permit any of its
Subsidiaries to make or permit, any change in accounting policies or reporting
practices, except as required by GAAP or requested by any Governmental Authority
(and in each case the Borrower will promptly notify the Administrative Agent and
the Lenders of any such change).

          (e) Constitutional Documents. Amend, modify or change in any manner
any material term or condition of any constitutional document (including,
without limitation, the Voting Trust Agreement, any other shareholders agreement
or any similar agreement) of the Borrower or any Subsidiary or take any other
action in connection with any constitutional document that would reasonably be
likely to result in a Material Adverse Effect, except as permitted by Section
5.02(b).

          (f) Shareholders' Agreements. Enter into, or permit any of its
Subsidiaries to enter into, any shareholders' agreement (or similar agreement or
arrangement) with any holder of Voting Stock of the Borrower (other than with
TCCC or any Subsidiary thereof or with Venbottling Holdings, Inc. or with the
voting trustees under the Voting Trust Agreement).


<PAGE>


          (g) Change in Control. Suffer, or allow its Subsidiaries to suffer, a
Change in Control.

          (h) Sales, Etc. of Assets. Sell, lease, transfer or otherwise dispose
of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise
dispose of, any of its assets, including (without limitation) any shares of
capital stock of Subsidiaries and any manufacturing plant or substantially all
assets constituting the business of a division, branch or other unit operation,
except

          (i) sales of inventory, scrap and by-products in the ordinary course
     of business;

          (ii) sales of equipment and vehicles in the ordinary course of
     business, provided that the proceeds thereof are promptly reinvested in
     comparable equipment or vehicles;

          (iii) sales of assets (including, but not limited to, shares of
     capital stock of Subsidiaries) of the Borrower or any of its Subsidiaries,
     provided that an amount equal to the Net Cash Proceeds thereof is applied
     in accordance with and to the extent required under Section 2.03(b) hereof,
     and provided further that at the time of such sale and after giving effect
     thereto no Event of Default shall have occurred and be continuing; and

          (iv) sales of assets to Affiliates permitted under Section 5.01(i).

          (i) Debt. Create, incur, assume or suffer to exist any Debt, or permit
any of its Subsidiaries to create, incur, assume or suffer to exist any Debt
other than:

               (i) in the case of the Borrower,

                    (A)  Debt under the Loan Documents;

                    (B)  the Existing Debt identified in Item 4.01(p) of the
                         Disclosure Schedule;

                    (C)  endorsement of negotiable instruments for deposit or
                         collection or similar transactions in the ordinary
                         course of business consistent in all material respects
                         with past practices;

                    (D)  any Debt owed by the Borrower to any Subsidiary
                         incurred in the ordinary course of business consistent
                         in all material respects with past practices; provided
                         that all such Debt owed by the Borrower to any
                         Affiliate of the Borrower shall be subordinated to all
                         Obligations of the Borrower under the Loan Documents
                         pursuant to a


<PAGE>


                         subordination agreement in form and substance
                         satisfactory to the Administrative Agent;

                    (E)  any Debt not otherwise permitted hereunder, provided
                         that (I) an amount equal to the Net Issuance Proceeds
                         from the issuance thereof is promptly applied to prepay
                         the Advances, to the extent required under 2.03(b)
                         hereof; and (II) at the time such Debt is incurred and
                         after giving effect thereto (and to the repayment
                         required hereunder) no Event of Default shall have
                         occurred and be continuing;

                    (F)  any replacement, extension or renewal of any Debt
                         permitted by subclause (B), (D) or (E) above;

           (ii)     in the case of any Subsidiary of the Borrower,

                    (A)  the Existing Debt identified in Item 4.01(p) of the
                         Disclosure Schedule; and

                    (B)  any Debt of any Subsidiary not otherwise permitted
                         hereunder; provided that at the time such Debt is
                         incurred and after giving effect thereto, no Event of
                         Default shall have occurred and be continuing.

          For purposes of determining compliance with the foregoing covenant,
     (i) in the event that an item of Debt meets the criteria of more than one
     of the types of Debt described above, the Borrower, in its reasonable
     discretion, will classify such item of Debt and only be required to include
     the amount and type of such Debt in one of the above clauses and (ii) an
     item of Debt may be split between more than one of the applicable types of
     Debt described above.

          SECTION 5.03 Reporting Requirements. So long as any Obligation under
the Loan Documents shall remain unpaid, the Borrower shall, unless the Required
Lenders shall otherwise consent in writing, furnish to the Lenders:

          (a) Default Notice. As soon as possible and in any event within two
days after the occurrence of each Default continuing on the date of such
statement, a statement of the chief financial officer of the Borrower setting
forth details of such Default and the action that the Borrower has taken and
proposes to take with respect thereto.

          (b) Quarterly Financials. As soon as available and in any event within
60 days after the end of each quarter of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
such quarter and Consolidated statements of income and cash flows of the
Borrower and its Subsidiaries for the period commencing at the end of the
previous fiscal year and ending with the end


<PAGE>


of such quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding period of the preceding fiscal year,
all in reasonable detail and duly certified (subject to year-end audit
adjustments) by the chief financial officer of the Borrower as having been
prepared (with respect to such Consolidated financial statements) in accordance
with GAAP, together with a certificate of such officer stating that no Default
has occurred and is continuing or, if a Default has occurred and is continuing,
a statement as to the nature thereof and the action that the Borrower has taken
and proposes to take with respect thereto.

          (c) Annual Financials. As soon as available and in any event within
120 days after the end of each fiscal year of the Borrower, a copy of the annual
audit report for such year for the Borrower and its Subsidiaries, including
therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of
the end of such fiscal year, and Consolidated statements of income and cash
flows of the Borrower and its Subsidiaries for such fiscal year, in each case
(with respect to such Consolidated financial statements) accompanied by an
opinion of Arthur Andersen & Co. or other independent public accountants of
recognized standing acceptable to the Required Lenders, together with (A) a
certificate of such accounting firm to the Lenders stating that in the course of
the regular audit of the business of the Borrower and its Subsidiaries, which
audit was conducted by such accounting firm in accordance with generally
accepted auditing standards, such accounting firm has obtained no knowledge that
a Default has occurred and is continuing, or if, in the opinion of such
accounting firm, a Default has occurred and is continuing, a statement as to the
nature thereof, and (B) a certificate of the chief financial officer of the
Borrower stating that no Default has occurred and is continuing or, if a default
has occurred and is continuing, a statement as to the nature thereof and the
action that the Borrower has taken and proposes to take with respect thereto.

          (d) Compensation Plans. As soon as possible and in any event within
five days after the Borrower knows or has reason to know of any action
(including any steps to terminate any Compensation Plan), or any omission
(including any failure to make any required contribution to any Compensation
Plan), with respect to any Compensation Plan, in either case the result of which
(a) could result in the incurrence by the Borrower of any material liability,
fine or penalty, or any material increase in the contingent liability of the
Borrower with respect to any Compensation Plan, (b) could give rise to a Lien
over any of its properties, assets, or revenues, or (c) would be reasonably
likely to result in a Material Adverse Effect, notice thereof and copies of all
documentation relating thereto.

          (e) Material Adverse Change. As soon as possible and in any event
within five days after the Borrower knows or has reason to know of any Material
Adverse Change, or any event or circumstance which might result in a Material
Adverse Change, notice thereof and copies of all documentation relating thereto.

          (f) Litigation. Promptly after the commencement thereof, notice of all
actions, suits, investigations, litigation and proceedings before any court or
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign,


<PAGE>


by or against the Borrower or any of its Subsidiaries or Affiliates of the type
described in Section 4.01(j).

          (g) Securities Reports. Promptly after the sending or filing thereof,
copies of all proxy statements, financial statements and reports that the
Borrower sends to its stockholders, and copies of all regular, periodic and
special reports, and all registration statements, that the Borrower or any of
its Subsidiaries files with any securities commission or similar Governmental
Authority or with any national securities exchange.

          (h) Creditor Reports. Promptly after the furnishing thereof, copies of
any statement or report furnished to any other holder of the securities of the
Borrower or of any of its Subsidiaries pursuant to the terms of any indenture,
loan or credit or similar agreement and not otherwise required to be furnished
to the Lenders pursuant to any other clause of this Section 5.03.

          (i) Environmental Conditions. Promptly after the occurrence thereof,
notice of any condition or occurrence on any property of the Borrower or any of
its Subsidiaries that results in a material noncompliance by the Borrower or any
of its Subsidiaries with any Environmental Law or Environmental Permit or could
form the basis of an Environmental Action against the Borrower or any of its
Subsidiaries that would be reasonably likely to result in a Material Adverse
Effect.

          (j) Other Information. Such other information respecting the business,
financial condition, operations, performance, properties, assets or prospects of
the Borrower or any of its Subsidiaries as any Lender through the Administrative
Agent may from time to time reasonably request.

          SECTION 5.04 Financial Condition. So long as any Obligation under the
Loan Documents shall remain unpaid, the Borrower shall, unless the Required
Lenders otherwise consent in writing:

          (a) Interest Coverage Ratio. Maintain an Interest Coverage Ratio
(calculated as of the last day of each fiscal quarter or year, as reflected in
the quarterly or annual financial statements for such fiscal quarter or year,
for the twelve-month period ending on the relevant date of determination) of not
less than (i) 3.25 to 1 through the fourth fiscal quarter of 2001 and (ii) 4.00
to 1 thereafter.

          (b) Debt to EBITDA Ratio. Maintain a ratio of Consolidated Debt to
Consolidated EBITDA (calculated as of the last day of each fiscal quarter or
year hereinafter indicated, as reflected in the quarterly or annual financial
statements for such fiscal quarter or year, for the twelve-month period ending
on the relevant date of determination) of not more than (i) 2.50 to 1 through
the fourth fiscal quarter of 2001 and (ii) 2.25 to 1 thereafter.


<PAGE>


                                   ARTICLE VI

                                EVENTS OF DEFAULT

          SECTION 6.01 Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

          (a) the Borrower shall fail to pay (i) any principal of any Advance,
or any interest thereon, when due in accordance with the Loan Documents, or (ii)
in the case of fees or other amounts due in accordance with the Loan Documents,
within five (5) days of the due date thereof, or

          (b) any representation or warranty made by the Borrower (or any of its
officers) under or in connection with any Loan Document shall prove to have been
incorrect in any material respect when made or deemed made; or

          (c) the Borrower shall fail to perform or observe any term, covenant
or agreement contained in (i) Section 5.01(e), Section 5.01(k), Section 5.02,
5.03(a) or (e), Section 5.04 or (ii) Section 5.03(b)-(d) or (f)-(j) if such
failure shall remain unremedied for five (5) days after the Borrower has
knowledge thereof or written notice thereof shall have been given to the
Borrower by the Administrative Agent or any Lender; or

          (d) the Borrower shall fail to perform any other term, covenant or
agreement contained in any Loan Document on its part to be performed or observed
if such failure shall remain unremedied for 20 days after the Borrower has
knowledge thereof or written notice thereof shall have been given to the
Borrower by the Administrative Agent or any Lender; or

          (e) (x) the Borrower or any of its Subsidiaries shall fail to pay any
principal of, premium or interest on any other amount payable in respect of any
Debt that is outstanding in an aggregate principal or notional amount of at
least U.S. $20,000,000 (or the equivalent in another currency) in the aggregate
(but excluding Debt outstanding hereunder) of the Borrower or such Subsidiary
(as the case may be), when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and
such failure shall continue after the applicable grace period, if any, specified
in the agreement or instrument relating to such Debt; or (y) any other event
shall occur or condition shall exist under any agreement or instrument relating
to any such Debt, if the effect of such event or condition is to accelerate the
maturity of such Debt or otherwise to cause, or to permit the holder thereof to
cause, such Debt to mature; or (z) any such Debt shall be declared to be due and
payable or required to be prepaid or redeemed (other than by a regularly
scheduled required prepayment or redemption), purchased or defeased, or an offer
to prepay, redeem, purchase or defease such Debt shall be required to be made,
in each case prior to the stated maturity thereof (other than, in the case of
subclauses (y) and (z) above, any such Debt that has become due and payable as a
result solely of any sale of assets by the Borrower or its Subsidiaries,
provided that such Debt is paid when due from the proceeds of such sale); or


<PAGE>


          (f) the Borrower or any Significant Subsidiary shall generally not pay
its debts as such debts become due, or shall admit in writing its inability to
pay its debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against the Borrower or
any of its Significant Subsidiaries seeking to adjudicate it as a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee, or other similar official for it or for any substantial part of its
property and, in respect of an involuntary proceeding instituted against such
Person, the same shall remain unstayed or undismissed for 60 days; or the
Borrower or any Significant Subsidiary shall take any corporate action to
authorize any of the actions set forth above in this clause; or

          (g) any judgment or order for the payment of money in excess of U.S.
$20,000,000 (or the equivalent in another currency) which is not covered by
insurance shall be rendered against the Borrower or any of its Subsidiaries and
either (i) enforcement proceedings shall have been commenced by any creditor
upon such judgment or order or (ii) there shall be any period of 30 consecutive
days during which a stay of enforcement of such judgment or order, by reason of
a pending appeal or otherwise, shall not be in effect; or

          (h) any non-monetary judgment or order shall be rendered against the
Borrower or any of its Subsidiaries that is reasonably likely to result in a
Material Adverse Effect, and there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or

          (i) the Borrower shall have taken any action (including any steps to
terminate any Compensation Plan), or shall have made any omission (including any
failure to make any required contribution to any Compensation Plan), with
respect to any Compensation Plan, which in either case would (a) result in a
liability to the Borrower in excess of U.S. $1,000,000 (or the equivalent in any
other currency), or (b) be reasonably likely to result in a Material Adverse
Effect; or

          (j) a Change in Control shall occur; or

          (k) any Governmental Authority shall condemn, seize, compulsorily
purchase or expropriate all or a substantial part of the assets and properties
of the Borrower or its Subsidiaries; or

          (l) by reason of any material interference by any Governmental
Authority, or otherwise, the Loan Documents, in whole or in part, shall become
invalid, or shall fail to be in full force and effect in accordance with its
terms or the binding effect or enforceability thereof shall be contested by the
Borrower;

then, and in any such event, the Administrative Agent shall at the request, or
may with the consent, of the Required Lenders, by notice to the Borrower, (i)
declare the Notes, all


<PAGE>


interest thereon and all other amounts payable under this Agreement and the
other Loan Documents to be forthwith due and payable, whereupon the Notes, all
such interest and all such amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrower and (ii) take all remedies
as may be available under the Loan Documents or otherwise; provided, however,
that in the event of an actual or deemed entry of an order for relief with
respect to the Borrower under the Federal Bankruptcy Code or any similar order
or adjudication under applicable law that would impose a moratorium on or stay
of creditor efforts to collect debts to become effective, the Notes, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower.

                                  ARTICLE VII

                            THE ADMINISTRATIVE AGENT

          SECTION 7.01 Authorization and Action. Each Lender hereby appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers and discretion under this Agreement and the other
Loan Documents as are delegated to the Administrative Agent by the terms hereof,
together with such powers and discretion as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Administrative Agent shall not have
any duties or responsibilities, except those expressly set forth herein, nor
shall the Administrative Agent have or be deemed to have any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. As to any matters not expressly provided for by the Loan
Documents (including, without limitation, enforcement or collection of the
Notes), the Administrative Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders, and such instructions shall be
binding upon all Lenders and all holders of Notes; provided, however, that the
Administrative Agent shall not be required to take any action that exposes the
Administrative Agent to personal liability or that is contrary to this Agreement
or applicable law. The Administrative Agent agrees to give to each Lender prompt
notice of each notice given to it by the Borrower pursuant to the terms of this
Agreement.

          SECTION 7.02 Duties and Reliance, Etc.

          (a) Neither the Administrative Agent nor any of its directors,
officers, agents or employees shall be liable for any action taken or omitted to
be taken by it or them under or in connection with the Loan Documents, except
for its or their own gross negligence or willful misconduct, or shall have any
fiduciary duty to any Lender. Without limitation of the generality of the
foregoing, the Administrative Agent: (i) may treat the payee of any Note as the
holder thereof until the Administrative Agent receives


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and accepts an Assignment and Acceptance entered into by the Lender that is the
payee of such Note, as assignor, and an Eligible Assignee, as assignee, as
provided in Section 8.07; (ii) may consult with legal, counsel (including
counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; and (iii) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of any Loan Document on the part of the Borrower or to inspect the
property (including the books and records) of the Borrower; and (iv) shall not
incur any liability under or in respect of any Loan Document by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telegram, telecopy, cable or telex) believed by it to be genuine and signed or
sent by the proper party or parties.

          (b) The Administrative Agent (i) does not make any warranty or
representation to any Lender and shall not be responsible to any Lender for the
accuracy or completeness of the Confidential Information, warranties or
representations made in or in connection with the Loan Documents and (ii) shall
not be responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Loan Document or any
other instrument or document furnished pursuant hereto.

          (c) The Administrative Agent has no duties hereunder or under the
other Loan Documents that are not specifically set forth herein or therein.

          SECTION 7.03 Administrative Agent and Affiliates. With respect to the
Advances made by it and the Note issued to it, the Administrative Agent shall
have the same rights and powers under the Loan Documents as any other Lender and
may exercise the same as though it were not the Administrative Agent; and the
term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include
the Administrative Agent in its individual capacity as Lender. The
Administrative Agent and its Affiliates may accept deposits from, lend money to,
act as trustee under indentures of, accept investment banking engagements from
and generally engage in any kind of business with the Borrower, any of its
Subsidiaries and any Person who may do business with or own securities of the
Borrower or any of its Subsidiaries, all as if they were not the Administrative
Agent, and without any duty to account therefor to the Lenders. Each Lender
acknowledges that, pursuant to such activities, the Administrative Agent and its
Affiliates may receive information regarding the Borrower and its Affiliates
(including information that may be subject to confidentiality obligations in
favor of the Borrower or such Affiliate) and acknowledge that the Administrative
Agent shall be under no obligation to provide such information to them.

          SECTION 7.04 Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent or any
other Lender and based on the financial statements referred to in Section 4.01
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time,


<PAGE>


continue to make its own credit decisions in taking or not taking action under
this Agreement.

          SECTION 7.05 Indemnification. Each Lender agrees to indemnify each
Agent (to the extent not promptly reimbursed by the Borrower), ratably according
to the principal amount of the Note then held by such Lender, from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) that are actually
incurred by or asserted or awarded against such Agent, in each case arising out
of or in connection with or in any way relating to the Loan Documents or any
action taken or omitted by such Agent under the Loan Documents; provided,
however, that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse each Agent promptly upon demand for such Lender's ratable share of any
costs and expenses payable by the Borrower under Section 8.04, to the extent
that such Agent is not promptly reimbursed for such costs and expenses by the
Borrower.

          SECTION 7.06 Successors to Administrative Agent. The Administrative
Agent may at any time assign the rights and obligations hereunder to any of its
Affiliates, provided that the Administrative Agent, or a Person owning a
majority of the capital stock of the Administrative Agent, owns a majority of
the capital stock of such Affiliate, or such Affiliate owns a majority of the
capital stock of the Administrative Agent. The Administrative Agent may resign
at any time by giving written notice thereof to the Lenders and the Borrower and
may be removed at any time with or without cause by the Required Lenders. Upon
any such resignation or removal, the Required Lenders after consultation with
the Borrower shall have the right to appoint a successor Administrative Agent to
the Administrative Agent. If no such successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after such retiring Administrative Agent's giving of
notice of resignation or the Required Lenders' removal of the retiring
Administrative Agent, then such retiring Administrative Agent may, on behalf of
the Lenders after consultation with the Borrower, appoint a successor
Administrative Agent to such Administrative Agent, which shall be an Eligible
Assignee or commercial bank organized under the laws of the United States or of
any State thereof and having a combined capital and surplus of at least U.S.
$250,000,000. Upon the acceptance of any appointment as the Administrative Agent
hereunder by such a successor Administrative Agent, such successor
Administrative Agent shall succeed to and become vested with all the rights,
powers, discretion, privileges and duties of such retiring Administrative Agent,
and such retiring Administrative Agent shall be discharged from its duties and
obligations under the Loan Documents. After the Administrative Agent's
resignation or removal hereunder as such Administrative Agent, the provisions of
this Article VII shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was the Administrative Agent under this Agreement.

          SECTION 7.07 Syndication Agent. The Syndication Agent shall not have
any duties, responsibilities, or liabilities under any Loan Document.


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                                  ARTICLE VIII

                                  MISCELLANEOUS

          SECTION 8.01 Amendments, Etc. No amendment or waiver of any provision
of this Agreement, the Notes or any other Loan Documents, nor consent to any
departure by the Borrower therefor, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by all the Lenders, do any of the
following: (i) change the aggregate unpaid principal amount of the Notes, or the
number of Lenders, that shall be required for the Lenders or any of them to take
any action hereunder or under any other Loan Document; (ii) amend this Section
8.01; (iii) reduce the principal of, or interest on (including, without
limitation, the rate of interest), the Notes or any fees or other amounts
payable hereunder; or (iv) postpone the Maturity Date or any date fixed for any
payment of principal or interest on the Notes or any fees or other amounts
payable hereunder; and provided, however, that no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to
the Lenders required above to take such action, affect the rights or duties of
the Administrative Agent under this Agreement or any Note.

          SECTION 8.02 Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic, facsimile or
telex communication) and faxed, telexed or delivered, if to the Borrower, at its
address set forth below its signature on the signature pages hereto; if to any
Lender, at its Lending Office specified opposite its name on Annex I or Annex II
hereto or in the Assignment and Acceptance pursuant to which it became a Lender;
and if to the Administrative Agent, at its address set forth below its signature
on the signature pages hereto; or, as to the Borrower or the Administrative
Agent, at such other address as shall be designated by such party in a written
notice to the other parties and, as to each other party, at such other address
as shall be designated by such party in a written notice to the Borrower and the
Administrative Agent. All such notices and communications shall, when faxed or
telexed, be effective when transmitted by facsimile or confirmed by telex
answerback, respectively, except that notices and communications, to the
Administrative Agent pursuant to Article II, III or VII shall not be effective
until received by the Administrative Agent. All such notices and other
communications, if not in English, shall be accompanied by an English
translation.

          SECTION 8.03 No Waiver, Remedies. No failure on the part of any Lender
or the, Administrative Agent to exercise, and no delay in exercising, any right
hereunder or under any Note or any other Loan Document shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right. The
remedies herein and therein provided are cumulative and not exclusive of any
remedies provided by law.


<PAGE>


          SECTION 8.04 Costs, Expenses and Indemnification.

          (a) The Borrower agrees to pay on demand (whether or not the
transactions contemplated by this Agreement are consummated) (i) all reasonable
costs and expenses of each Agent in connection with the preparation, execution,
delivery, administration, syndication, modification and amendment of the Loan
Documents, including, without limitation, (A) all reasonable out-of-pocket due
diligence, transportation, computer, printing, bank meeting, duplication,
appraisal, audit, search, filing and recording fees and expenses and, with the
prior approval of the Borrower, insurance and consultant fees, and (B) the
reasonable fees and expenses of counsel with respect thereto, with respect to
advising them as to their rights and responsibilities, or the perfection,
protection or preservation of rights, or interests, under the Loan Documents,
with respect to negotiations with the Borrower or with other creditors of the
Borrower or any of its Subsidiaries arising out of any Default or any events or
circumstances that may give rise to a Default and with respect to presenting,
claims in or otherwise participating in or monitoring any bankruptcy, insolvency
or other similar proceeding involving creditors' rights generally and any
proceeding ancillary thereto and (ii) all costs and expenses of the Agents and
the Lenders in connection with the enforcement of the Loan Documents, whether in
any action, suit or litigation, any bankruptcy, insolvency or other similar
proceeding affecting creditors' rights generally or otherwise (including,
without limitation, the reasonable fees and expenses of counsel for the
Administrative Agent and each Lender with respect thereto).

          (b) The Borrower agrees to indemnify and hold harmless each Agent and
each Lender and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) that are actually
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of, or in connection with the
preparation for a defense of, any investigation, litigation or proceeding
arising out of, related to or in connection with (i) the Borrower's use of the
proceeds of any Advance, (ii) the actual or alleged presence of Hazardous
Materials on any property of the Borrower or any of its Subsidiaries or any
Environmental Action relating in any way to the Borrower or any of its
Subsidiaries or (iii) the Facility or Loan Documents or any Indemnified Person's
role in connection therewith, in each case whether or not such investigation,
litigation or proceeding is brought by the Borrower or any of its Subsidiaries,
directors, shareholders or creditors or an Indemnified Party, whether or not any
Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated, except to the extent such
claim, damage, loss, liability or expense is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party's gross negligence or willful misconduct.

          (c) If the Borrower fails to pay when due any costs, expenses or other
amounts payable by it under any Loan Document, including, without limitation,
fees and expenses of counsel (including the allocated cost of in-house counsel)
and indemnities,


<PAGE>


such amount may be paid on behalf of the Borrower by the Administrative Agent or
any Lender, in its sole discretion, and such amount shall be reimbursed by the
Borrower.

          SECTION 8.05 Right of Set-off. Upon the occurrence and during the
continuance of any payment Event of Default, each Lender is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to set
off and otherwise apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender to or for the credit or the account of the Borrower
against any and all of the Obligations of the Borrower now or hereafter existing
under this Agreement and the Note held by such Lender, irrespective of whether
such Lender shall have made any demand under this Agreement or such Note and
although such obligations may be unmatured. Each Lender agrees promptly to
notify the Borrower after any such set-off and application; provided, however,
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Lender under this Section 8.05 are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender may have.

          SECTION 8.06 Binding Effect. This Agreement shall become effective on
the Restatement Effective Date provided each of the conditions set forth in
Section 3.01 shall have been satisfied on or prior to such date and thereafter
shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent, and each Lender and their respective successors and
assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of all of the
Lenders.

          SECTION 8.07 Assignments and Participations.

          (a) Each Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of the Advance or Advances owing to it and the Note
held by it); provided, however, that (i) each such assignment shall be of a
uniform, and not a varying, percentage of all rights and obligations under this
Agreement, (ii) except in the case of an assignment to a Person that,
immediately prior to such assignment, was a Lender or an assignment of all of a
Lender's rights and obligations under this Agreement, the aggregate amount of
the Advance or Advances of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than U.S. $3,000,000 or a
higher integral multiple of U.S. $1,000,000, (iii) unless the assignment is to
an existing Lender or an Affiliate of the assigning Lender, the Borrower shall
have notified the assigning Lender within five Business Days of the Borrower's
receipt of notice of such assignment of the Borrower's approval of such
assignment (such approval not to be unreasonably withheld or delayed) and if the
Borrower has not notified the assigning Lender of its approval or disapproval of
such assignment by such date, the Borrower shall be deemed to have given its
approval, (iv) any assignment at any date prior to the date 60 days after the
Restatement Effective Date shall be made on the last day of an Interest Period,
and (v) the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance (such acceptance not to be


<PAGE>


withheld if the conditions set forth above in this Section 8.07 are satisfied)
and recording in the Register, an Assignment and Acceptance, together with any
Note subject to such assignment and a processing and recordation fee of U.S.
$3,000. Upon such execution, delivery, acceptance and recording, from and after
the effective date specified in such Assignment and Acceptance, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto).

          (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
any other Loan Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, any other Loan Document, or
any other instrument or document famished pursuant hereto or thereto; (ii) such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any of
its Subsidiaries or with respect to the performance or observance by the
Borrower or any of its Subsidiaries of any of its obligations under this
Agreement or any other Loan Document or any other instrument or document
furnished pursuant hereto or thereto; (iii) such assignee confirms that it has
received a copy of this Agreement and each other Loan Document, together with
copies of the financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such
assignee will, independently and without reliance upon the Administrative Agent,
such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
assignee confirms that it is an Eligible Assignee or an Affiliate of the
assignor; (vi) such assignee appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement as are delegated to the Administrative Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees to be bound by the terms of
this Agreement.

          (c) The Administrative Agent shall maintain at its address referred to
in Section 8.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the principal amount of the Advance or Advances owing to, each
Lender from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all


<PAGE>


purposes, absent manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

          (d) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee, together with any Note subject to such
assignment, the Administrative Agent shall, if such Assignment and Acceptance
has been completed and is in substantially the form of Exhibit B hereto, (i)
accept such Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the Borrower.
Within five Business Days after its receipt of such notice, the Borrower (but
only if the Borrower has approved the assignment in accordance with Section
8.07(a)), at its own expense, shall execute and deliver to the Administrative
Agent in exchange for the surrendered Note a new Note payable to the order of
such Eligible Assignee in an amount equal to the Advance assumed by it pursuant
to such Assignment and Acceptance and, if the assigning Lender has retained a
portion of its Advance hereunder, a new Note payable to the order of the
assigning Lender in an amount equal to the Advance retained by it hereunder.
Such new Note shall be in an aggregate principal amount equal to the aggregate
principal amount of such surrendered Note, shall be dated the Restatement
Effective Date and shall otherwise be in substantially the form of Exhibit A
hereto.

          (e) Each Lender may sell participations in or to all or a portion of
its rights and obligations under this Agreement (including, without limitation,
all or a portion of the Advance or Advances owing to it and the Note held by it)
to any Eligible Assignee; provided, however that (i) such Lender's obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for all
purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
(v) no participant under any such participation shall have any right to approve
any amendment or waiver of any provision of any Loan Document, or any consent to
any departure by the Borrower therefrom, except to the extent that such
amendment, waiver or consent would reduce the principal of, or interest on, the
Notes or any fees or other amounts payable hereunder, in each case to the extent
subject to such participation, postpone the Maturity Date or any date fixed for
any payment of interest on the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation.

          (f) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time create a security interest in all or any portion of
its rights under this Agreement (including, without limitation, the Advance or
Advances owing to it and the Note held by it) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System.


<PAGE>


          SECTION 8.08 Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the internal laws of the State of
New York.

          SECTION 8.09 Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart of this Agreement.

          SECTION 8.10 Confidentiality. Neither the Administrative Agent nor any
Lender shall disclose any Confidential Information to any Person without the
consent of the Borrower, other than (a) to the Administrative Agent's or such
Lender's officers, directors, employees, agents and advisors to the extent
necessary and to actual or prospective Eligible Assignees and participants, and
then only so long as such Person agrees to keep confidential such information,
(b) as required by any, law, rule or regulation or judicial process and (c) as
requested or required by any state, federal or foreign authority or examiner
regulating banks or banking.

          SECTION 8.11 Judgment.

          (a) If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder or under the Notes or any other Loan
Documents in U.S. Dollars into another currency (the "Other Currency"), the
parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase U.S. Dollars in New
York City on the Business Day preceding that on which final judgment is given.

          (b) The obligation of the Borrower in respect of any sum due in U.S.
Dollars from it to any Lender or the Administrative Agent hereunder or under the
Note held by such Lender shall, notwithstanding any judgment in any Other
Currency, be discharged only to the extent that, on the Business Day following
receipt by such Lender or the Administrative Agent (as the case may be) of any
sum adjudged to be so due in such Other Currency such Lender or the
Administrative Agent (as the case may be) may, in accordance with normal banking
procedures, purchase U.S. Dollars with such Other Currency; if the amount of the
U.S. Dollars so purchased is less than the sum originally due to such Lender or
the Administrative Agent (as the case may be) in U.S. Dollars, the Borrower
agrees, as a separate obligation and notwithstanding such judgment, to indemnify
such Lender or the Administrative Agent (as the case may be) against such loss,
and if the amount of the U.S. Dollars so purchased exceeds the sum originally
due to any Lender or the Administrative Agent (as the case may be) in U.S.
Dollars, such Lender or the Administrative Agent (as the case may be) agrees to
remit to the Borrower such excess.

          SECTION 8.12 Consent to Jurisdiction.


<PAGE>


          (a) Each of the Persons parties hereto hereby irrevocably submits to
the jurisdiction of any New York State or Federal court sitting in the borough
of Manhattan in New York City and any appellate court from any thereof and to
the courts of its own corporate domicile with respect to actions brought against
it as a defendant in any action or proceeding arising out of or relating to this
Agreement or any other Loan Document to which such Person is or is to become a
party, and such Person hereby irrevocably agrees that all claims in respect of
any such action or proceeding may be heard and determined in such New York State
court or in such Federal court. Each of the Persons parties hereto hereby
irrevocably waives, to the fullest extent it may effectively do so, any
objection it may now or hereafter have as to the venue of any such action or
proceeding brought in any such court or that such court is an inconvenient
forum. The Borrower hereby irrevocably appoints CT Corporation System, Inc. (the
"Process Agent"), with an office on the date hereof at 111 Eighth Avenue, New
York, NY 10011, United States, as its agent to receive on behalf of the Borrower
and its property service of copies of the summons and complaint and any other
process which may be served in any such action or proceeding. Such service may
be made by delivering a copy of such process to the Borrower in care of the
Process Agent at the Process Agent's above address, and the Borrower hereby
irrevocably authorizes and directs the Process Agent to accept such service on
its behalf. As an alternative method of service, the Borrower also irrevocably
consents to the service of any and all process in any such action or proceeding
by the mailing of copies of such process to the Borrower at its address
specified in Section 8.02. The Borrower agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

          (b) Nothing in this Section shall affect the right of any Lender or
any Agent to serve legal process in any other manner permitted by law or affect
the right of any Lender or any Agent to bring any action or proceeding against
the Borrower or its property in the courts of other jurisdictions.

          (c) To the extent that the Borrower has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, the
Borrower hereby irrevocably waives such immunity in respect of its obligations
under this Agreement and the other Loan Documents to which it is or becomes a
party.

          (d) Any judicial proceeding by the Borrower against any Agent or any
Lender involving, directly or indirectly, any matter in any way arising out of,
related to, or connected to any Loan Document shall be brought only in court in
New York, New York, to the extent that jurisdiction may be effected against such
Agent or such Lender in New York, New York.

          SECTION 8.13 WAIVER OF JURY TRIAL. THE BORROWER, EACH AGENT AND EACH
LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
ON


<PAGE>


CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN
DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY AGENT OR ANY LENDER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

          SECTION 8.14 Limitation on Liability. The Borrower hereby waives,
releases and agrees not to sue any Agent or any Lender upon any claim for any
special, indirect, consequential or punitive damages suffered by the Borrower in
connection with, arising out of, or in any way related to the Loan Documents or
the relationship established by the Loan Documents, or any act, omission or
event occurring in connection therewith, unless it is determined by a judgment
of a court that is binding on such Agent or such Lender, and is final and not
subject to review on appeal, that such damages were the result of acts or
omissions on the part of such Agent or such Lender constituting gross negligence
or willful misconduct.

Accounting Terms. All accounting terms not specifically defined herein shall be
construed in accordance with GAAP consistently applied, except as otherwise
stated herein.