<PAGE>

                                                                     EXHIBIT 4.9

                                                               EXECUTION VERSION

                                U.S.$ 150,000,000

                                CREDIT AGREEMENT

                           Dated as of March 22, 2005

                                      Among

                  CERVECERIA Y MALTERIA QUILMES S.A.I.C.A. Y G.

                                   as Borrower

                                       and

                           THE BRANCH OF CITIBANK N.A.

                    ESTABLISHED IN THE REPUBLIC OF ARGENTINA

                                    as Lender

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

<TABLE>
<S>                                                                                                                  <C>
SECTION 1.01. Certain Defined Terms..............................................................................     1
SECTION 1.02. Computation of Time Periods; Other Definitional Provisions.........................................    12
SECTION 1.03. Accounting Terms...................................................................................    12

                                                      ARTICLE II

                                             AMOUNTS AND TERMS OF THE LOAN

SECTION 2.01. The Loan...........................................................................................    12
SECTION 2.02. Notice of Borrowing................................................................................    12
SECTION 2.03. Repayment of Principal.............................................................................    13
SECTION 2.04. Optional Prepayment With Respect to Tax Matters....................................................    13
SECTION 2.05. Mandatory Prepayments..............................................................................    14
SECTION 2.06. Interest...........................................................................................    15
SECTION 2.07. Payments and Computations..........................................................................    15
SECTION 2.08. Additional Amounts.................................................................................    17
SECTION 2.09. Evidence of Indebtedness...........................................................................    20

                                                      ARTICLE III

SECTION 3.01. Conditions Precedent...............................................................................    21

                                                      ARTICLE IV

                                            REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties.....................................................................    21

                                                       ARTICLE V

                                               COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants..............................................................................    27
SECTION 5.02. Negative Covenants.................................................................................    30

                                                      ARTICLE VI

                                                   EVENTS OF DEFAULT

SECTION 6.01. Events of Default..................................................................................    33
</TABLE>

                                        i
<PAGE>

                                   ARTICLE VII

                                  MISCELLANEOUS

<TABLE>
<S>                                                                                                                  <C>
SECTION 7.01. Amendments, Etc....................................................................................    36
SECTION 7.02. Notices, Etc.......................................................................................    36
SECTION 7.03. No Waiver; Remedies................................................................................    36
SECTION 7.04. Costs and Expenses.................................................................................    36
SECTION 7.05. Waiver of Set-off..................................................................................    38
SECTION 7.06. Binding Effect.....................................................................................    38
SECTION 7.07. Permitted Assignments..............................................................................    38
SECTION 7.08. Currency Rate Indemnity............................................................................    38
SECTION 7.09. Foreign Exchange Restrictions......................................................................    38
SECTION 7.10. Execution in Counterparts..........................................................................    39
SECTION 7.11. Jurisdiction, Etc..................................................................................    39
SECTION 7.12. Waiver of Immunities...............................................................................    40
SECTION 7.13. Governing Law......................................................................................    40
SECTION 7.14. Waiver of Jury Trial...............................................................................    40
SECTION 7.15. Payment for Consent................................................................................    40
</TABLE>

Exhibit A     -       Form of Notice of Borrowing

Exhibit B-1   -       Form of Promissory Note

Exhibit B-2   -       Form of Reconocimiento de Deuda

Exhibit C     -       Form of Assignment and Acceptance

                                       ii

<PAGE>

                                CREDIT AGREEMENT

            CREDIT AGREEMENT (this "AGREEMENT") dated as of March 22, 2005 among
Cerveceria y Malteria Quilmes S.A.I.C.A. y G., an Argentine sociedad anonima
(the "BORROWER"), and the Branch of Citibank N.A. established in the Republic of
Argentina, as lender (the "LENDER").

                             PRELIMINARY STATEMENTS

            (1) The Borrower has requested that the Lender extend a loan to the
Borrower in a principal amount not to exceed U.S.$ 150,000,000, the proceeds of
which will be used to prepay certain financial debt of the Borrower, for general
corporate purposes and fees, costs and expenses due pursuant to the Additional
Transaction Documents (as defined below);

            (2) On the Issue Date (as defined below) immediately after execution
of this Agreement, (a) the Argentine Beverages Financial Trust, a financial
trust (fideicomiso financiero) organized under the laws of Argentina (the
"TRUST") shall be established, and (ii) the Lender, as grantor of the Trust,
will assign all of its interests in respect of the Loan to ABN AMRO Trust
Company (Argentina) S.A., acting on behalf of the Trust (in such capacity, the
"FINANCIAL TRUSTEE"), pursuant to an Assignment Agreement between the Lender and
the Financial Trustee, substantially in the form of Exhibit C hereto (the
"ASSIGNMENT AGREEMENT"), and (b) the Financial Trustee (in that regard, the
"ISSUER") will issue the Trust Notes (as defined below) pursuant to the
Indenture (as defined below);

            (3) From and after the assignment of the Loan pursuant to the
Assignment Agreement, the Financial Trustee will be the Lender for all purposes
hereunder and under the Additional Transaction Documents and the Branch of
Citibank N.A. established in the Republic of Argentina will have no continuing
rights or obligations hereunder or thereunder;

            (4) After the assignment of the Loan as described in the Assignment
Agreement, the Financial Trustee will be treated as the Lender for all purposes
hereunder and the Branch of Citibank N.A. established in the Republic of
Argentina will have no continuing rights or obligations thereafter hereunder;

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereto hereby agree 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):

            "ADDITIONAL AMOUNTS" has the meaning specified in Section 2.08(a).

<PAGE>

            "ADDITIONAL TRANSACTION DOCUMENTS" means the Assignment Agreement,
      the Purchase Agreement, the Expense Agreement, and all documents entered
      into in connection therewith.

            "ADJUSTED EBITDA" means, in respect of any period, operating income
      (expense) plus depreciation and amortization determined on a consolidated
      basis.

            "AFFILIATE" of any specified Person means:

            (a) any other Person directly or indirectly controlling or
            controlled by or under direct or indirect common control with such
            specified Person, or

            (b) any other Person who is a director or officer of:

                  (1) such specified Person,

                  (2) any Subsidiary of such specified Person, or

                  (3) any Person described in clause (a) above.

            For the purposes of this definition, "control" when used with
      respect to any Person means the power to direct the management and
      policies of such Person, directly or indirectly, whether through the
      ownership of voting securities, by contract or otherwise; and the terms
      "controlling" and "controlled" have meanings correlative to the foregoing.
      For purposes of Section 4.02(g) only, "Affiliate" shall also mean any
      beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
      shares representing 25% or more of the total voting power of the voting
      stock of the Borrower and any Person who would be an Affiliate of any such
      beneficial owner pursuant to the first sentence hereof.

            "AFFILIATE TRANSACTION" has the meaning specified in Section
      5.02(e).

            "AMBEV" means the Companhia de Bebidas das Americas - AMBEV, a
      Brazilian corporation.

            "ARGENTINA" means the Republic of Argentina.

            "ARGENTINE GAAP" means generally accepted accounting principles in
      Argentina as in effect from time to time.

            "ASSIGNMENT AGREEMENT" has the meaning specified in the recital of
      parties to this Agreement.

            "AUTHORIZED AGENT" has the meaning set forth in Section 7.11(c).

            "BAC" means Beverage Associates (BAC) Corp., a corporation organized
      under the laws of the British Virgin Islands.

            "BOARD OF DIRECTORS" means the board of directors of the Borrower or
      any committee thereof, duly authorized to act on behalf of such board.

                                       2
<PAGE>

            "BORROWER" has the meaning specified in the recital of parties to
      this Agreement.

            "BORROWER'S ACCOUNT" means the account of the Borrower maintained by
      the Borrower with the Lender at Citibank Argentina, Bartolome Mitre 530,
      C1036AAJ, Buenos Aires, Argentina, Account No. 0/060379/025, CBU
      0168888-100000603790254, CUIT 33508358259, or such other account as the
      Borrower shall specify in writing to the Lender.

            "BUSINESS DAY" means a day other than a Saturday, Sunday or a day of
      the year on which banks are required or authorized by law to close in New
      York City or Buenos Aires, Argentina.

            "CAPITAL STOCK" means, with respect to any Person, any shares or
      other equivalents (however designated) of any class of corporate stock or
      partnership interests or any other participations, rights, warrants,
      options or other interests in the nature of an equity interest in such
      Person but excluding any debt security convertible or exchangeable into
      such equity interest.

            "CHANGE OF CONTROL" means the occurrence of any of the following
      events:

                  (a) if any "person" or "group" (as such terms are used in
            Sections 13(d) and 14(d) of the Exchange Act or any successor
            provisions to either of the foregoing), including any group acting
            for the purpose of acquiring, holding, voting or disposing of
            securities within the meaning of Rule 13d-5(b)(1) under the Exchange
            Act, other than any one or more of the Permitted Holders, becomes
            the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
            Act), directly or indirectly, of a majority of the total voting
            power of the voting stock of the Borrower;

                  (b) the sale, transfer, assignment, lease, conveyance or other
            disposition (other than by way of merger or consolidation), directly
            or indirectly, of all or substantially all the assets of the
            Borrower;

                  (c) the approval by the shareholders of the Borrower of any
            plan of liquidation or dissolution of the Borrower;

                  (d) AmBev or any Person or Persons, directly or indirectly
            controlling AmBev ceases to hold, directly or indirectly, 39.50% of
            the total voting power of the voting stock of the Borrower; or

                  (e) at any time, the Permitted Holders, together or not with
            BAC, shall no longer have the direct or indirect right, whether
            through the ownership of capital stock, by means of contractual
            rights, or otherwise, to elect a majority of the Board of Directors.

            "CHANGE OF CONTROL OFFER" has the meaning set forth in Section
      2.05(b).

                                        3
<PAGE>

            "CHANGE OF CONTROL PURCHASE PRICE" has the meaning set forth in
      Section 2.05(b).

            "CONSOLIDATED NET ASSETS" means the total amount of assets of the
      Borrower and its consolidated Subsidiaries (less applicable depreciation,
      amortization and other valuation reserves), except to the extent resulting
      from the write-ups of capital assets, after deducting therefrom all
      current liabilities of the Borrower and its consolidated Subsidiaries
      (excluding intercompany items).

            "DEFAULT" means any event which is, or after notice or passage of
      time or both would be, an Event of Default.

            "ENVIRONMENTAL LAW" means any Federal, state, local or foreign
      statute, law, ordinance, rule, regulation, code, order, writ, judgment,
      injunction, decree or judicial or agency interpretation, policy or
      guidance relating to pollution or protection of the environment, health,
      safety or natural resources, including, without limitation, those relating
      to the use, handling, transportation, treatment, storage, disposal,
      release or discharge of hazardous materials.

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

            "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
      amended.

            "EXPENSE AGREEMENT" means the Expense Reimbursement and Indemnity
      Agreement dated as of the date hereof between the Borrower and the
      Financial Trustee.

            "FAIR MARKET VALUE" means, with respect to any assets or property,
      the price that could be negotiated in an arm's length free market
      transaction, for cash, between a willing seller and a willing buyer,
      neither of whom is under undue pressure or compulsion to complete the
      transaction. Fair Market Value shall be determined, except as otherwise
      provided, as follows:

                  (a) if such property has a Fair Market Value equal to or less
            than U.S.$10 million, by any Officer, or

                  (b) if such property has a Fair Market Value in excess of
            U.S.$10 million, by an Independent Financial Advisor and evidenced
            by a written opinion from such Independent Financial Advisor, dated
            within 30 days of the relevant transaction, delivered to the Lender.

            "FINANCIAL STATEMENTS" has the meaning set forth in Section 4.01(m).

            "FINANCIAL TRUSTEE" has the meaning specified in the recital of
      parties to this Agreement.

                                        4
<PAGE>

            "GOVERNMENT AUTHORITIES" has the meaning set forth in Section
      4.01(g).

            "GUARANTEE" of any Person means any obligation, contingent or
      otherwise, of such Person directly or indirectly guaranteeing any
      Indebtedness of any other Person and any obligation, direct or indirect,
      contingent or otherwise, of such Person:

                  (a) to purchase or pay (or advance or supply funds for the
            purchase or payment of) Indebtedness of such other Person (whether
            arising by virtue of partnership arrangements, or by agreements to
            keep-well, to purchase assets, goods, securities or services, to
            take-or-pay or to maintain financial statement conditions or
            otherwise), or

                  (b) entered into for the purpose of assuring in any other
            manner the obligee of such Indebtedness of the payment thereof or to
            protect such obligee against loss in respect thereof (in whole or in
            part);

            provided, however, that the term "Guarantee" shall not include:

                        (1) endorsements for collection or deposit in the
                  ordinary course of business, or purchaser and customer
                  arrangements in the ordinary course of business, or

                        (2) a contractual commitment by one Person to invest in
                  another Person.

            The term "Guarantee" used as a verb has a corresponding meaning. The
      term "Guarantor" shall mean any Person Guaranteeing any obligation.

            "HEDGE AGREEMENTS" means any interest rate protection agreements,
      interest rate swaps, cap or collar agreements, interest rate future or
      option contracts, currency swap agreements, currency future or option
      contracts and other similar agreements allowing the Borrower to hedge
      financial and operational risk.

            "INCUR" means, with respect to any Indebtedness or other obligation
      of any Person, to create, issue, incur (by merger, conversion, exchange or
      otherwise), extend, assume, Guarantee or become liable in respect of such
      Indebtedness or other obligation or the recording, as required pursuant to
      Argentine GAAP or otherwise, of any such Indebtedness or obligation on the
      balance sheet of such Person (and "Incurrence" and "Incurred" shall have
      meanings correlative to the foregoing); provided, however, that any
      Indebtedness or other obligations of a Person existing at the time such
      Person becomes a Subsidiary of another Person (whether by merger,
      consolidation, acquisition or otherwise) shall be deemed to be Incurred by
      such Subsidiary at the time it becomes such a Subsidiary.

            Solely for purposes of determining compliance with Section 5.02(b),
      the following will not be deemed to be the Incurrence of Indebtedness:

                                        5
<PAGE>

                  (1) amortization of debt discount or the accretion of
            principal with respect to a non-interest bearing or other discount
            security,

                  (2) the capitalization of interest that is due and payable at
            such time on existing Indebtedness,

                  (3) the payment of regularly scheduled interest in the form of
            additional Indebtedness of the same instrument or the payment of
            regularly scheduled dividends on Capital Stock in the form of
            additional Capital Stock of the same class and with the same terms,

                  (4) the obligation to pay a premium in respect of Indebtedness
            arising in connection with the issuance of a notice of redemption or
            the making of a mandatory offer to purchase such Indebtedness, and

                  (5) a change in Argentine GAAP that results in an obligation
            of such Person that exists at such time, and is not theretofore
            classified as Indebtedness, becoming Indebtedness.

            "INDEBTEDNESS" of any Person means, without duplication,

                  (a) all indebtedness of such Person for borrowed money;

                  (b) all obligations issued, undertaken or assumed as the
            deferred purchase price of property or services (other than trade
            accounts payable for which there is no interest due and payable
            (other than default interest) according to the terms of such
            obligations and which are incurred in the ordinary course of such
            Person's business but only if and for so long as the same remain
            payable on customary trade terms);

                  (c) all reimbursement or payment obligations of such Person
            with respect to letters of credit, bankers' acceptances, surety
            bonds and similar instruments, except for reimbursement or payment
            obligations with respect to letters of credit (including trade
            letters of credit) securing obligations (other than obligations
            described in clause (a) above or clauses (d), (g) or (h) below, but
            in the case of obligations under clause (g) or (h) below, solely to
            the extent that they are in respect of obligations of the type
            described in clause (a) or (d)) entered into in the ordinary course
            of business of such Person to the extent such letters of credit are
            not drawn upon or, if drawn upon, to the extent such drawing is
            reimbursed no later than the fifth business day following receipt by
            such Person of a demand for reimbursement;

                  (d) all obligations of such Person evidenced by notes, bonds,
            debentures or similar instruments, including obligations so
            evidenced incurred in connection with the acquisition of property,
            assets or businesses;

                  (e) all indebtedness of such Person created or arising under
            any conditional sale or other title retention agreement, or incurred
            as financing, in

                                        6
<PAGE>

            either case 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 in which case the amount of such Indebtedness
            shall be the lesser of (i) the Fair Market Value of such property at
            such date of determination and (ii) the amount of the Indebtedness
            secured);

                  (f) the net amount of obligations of such Person with respect
            to Hedge Agreements;

                  (g) all direct or indirect guaranties in respect of, and all
            obligations (contingent or otherwise) of such Person to purchase or
            otherwise acquire, or otherwise assure a creditor against loss in
            respect of, any indebtedness referred to in clauses (a) through (f)
            above; and

                  (h) all indebtedness referred to in clauses (a) through (g)
            above secured by (or for which the holder of such Indebtedness has
            an existing right, contingent or otherwise, to be secured by) any
            Lien upon or in property (including accounts and contract rights)
            owned by such Person (even though such Person has not assumed or
            become liable for the payment of such indebtedness in which case the
            amount of such Indebtedness shall be the lesser of (i) the Fair
            Market Value of the property subject to the Lien at such date of
            determination and (ii) the amount of the Indebtedness secured).

            "INDEBTEDNESS TO ADJUSTED EBITDA RATIO" means, as of any date of
      determination, the ratio of (1) Indebtedness of the Borrower on a
      consolidated basis on that date, to (2) Adjusted EBITDA for the then most
      recently concluded period of four consecutive fiscal quarters.

            "INDEMNIFIED PARTY" has the meaning specified in Section 7.04(b).

            "INDENTURE" means the Indenture dated as of March 22, 2005 among the
      Issuer, The Bank of New York, as the Trust Notes Trustee, Note
      Co-Registrar, New York Paying Agent and Transfer Agent, Banco Rio de la
      Plata S.A., as Argentine Paying Agent, Registrar and the Trust Notes
      Trustee's Representative in Argentina, and The Bank of New York
      (Luxembourg) S.A., as Luxembourg Listing, Paying and Transfer Agent.

            "INDEPENDENT FINANCIAL ADVISOR" means an investment banking or
      consulting firm of international standing or any third party appraiser of
      international standing, provided that such firm or appraiser is not an
      Affiliate of the Borrower.

            "INTEREST PAYMENT DATE" has the meaning set forth in Section
      2.06(c).

            "INTEREST RATE" has the meaning set forth in Section 2.06(a).

            "ISSUE DATE" means the date on which the Loan is initially issued.

                                        7
<PAGE>

            "ISSUER" has the meaning specified in the recital of parties to this
      Agreement.

            "LENDER" has the meaning specified in the recital of parties to this
      Agreement.

            "LENDER'S ACCOUNT" means the account of the Lender as the Lender
      shall specify in writing to the Borrower.

            "LIEN" means any mortgage, pledge, security interest, aval,
      encumbrance, lien or charge of any kind (including, without limitation,
      any conditional sale or other title retention agreement or lease in the
      nature thereof or any agreement to give any security interest), other than
      a title retention agreement in connection with the purchase of goods in
      the ordinary course of business.

            "LOAN" has the meaning set forth in Section 2.01.

            "MATERIAL ADVERSE CHANGE" means any material adverse change on the
      business, condition (financial or otherwise), operations, performance,
      properties or earnings of the Borrower and its Subsidiaries taken as a
      whole.

            "MATERIAL ADVERSE EFFECT" means any material adverse effect on the
      business, condition (financial or otherwise), operations, performance,
      properties or earnings of the Borrower and its Subsidiaries taken as a
      whole.

            "MATURITY DATE" means March 22, 2012.

            "NOTEHOLDERS" means the holders of the Trust Notes.

            "OFFERING MEMORANDUM" means the offering memorandum dated March 15,
      2005 prepared in connection with the sale of the Trust Notes.

            "OFFICER" means any authorized signatory of the Borrower designated
      by the Board of Directors.

            "OFFICERS' CERTIFICATE" means a certificate signed by two Officers,
      at least one of whom shall be the principal executive officer or principal
      financial officer or principal legal officer of the Borrower, and
      delivered to the Lender.

            "OPINION OF COUNSEL" means a written opinion from legal counsel who
      is reasonably acceptable to the Lender. The counsel may be an employee of
      or counsel to the Borrower or the Lender.

            "OTHER TAXES" means any stamp, transfer, court or documentary Taxes,
      or any excise or property Taxes or similar Taxes imposed by a Taxing
      Jurisdiction. For the avoidance of doubt, "Other Taxes" shall not include
      any Taxes imposed with respect to income.

                                        8
<PAGE>

            "OUTSTANDING" means with respect to the Loan, as of the date of
      determination, the Loan made under this Agreement, except the reduced
      portion or portions of the Loan, as provided herein and, except:

         (i)  any portion of the Loan that was prepaid; and

         (ii) any portion of the Loan for which payment, prepayment or
              redemption money in the necessary amount has been deposited
              with the Financial Trustee, in its capacity as Lender under
              this Agreement; provided that notice of such prepayment or
              repurchase has been duly given pursuant to this Agreement;

            provided, however, that in determining whether the holders of the
      requisite principal amount of the Outstanding Loan have given any request,
      demand, authorization, direction, notice, consent or waiver hereunder, any
      portion of the Loan owned by the Borrower or any Subsidiary or Affiliate
      of the Borrower shall be disregarded and deemed not to be Outstanding,
      except that, in determining whether the Lender shall be protected in
      relying upon any such request, demand, authorization, direction, notice,
      consent or waiver, only the portion of the Loan which the Lender knows to
      be so borrowed shall be so disregarded. The portion of the Loan so owned
      which has been pledged in good faith may be regarded as Outstanding if the
      pledgee establishes to the satisfaction of the Lender the pledgee's right
      so to act with respect to such portion of the Loan and that the pledgee is
      not the Borrower or any Subsidiary or Affiliate of the Borrower.

            "PAYMENT ACCOUNT" means the special purpose non-interest bearing
      deposit account that the Trust Notes Trustee shall establish prior to or
      on the Issue Date and, until the Trust Notes and all accounts due in
      respect thereof have been paid in full, maintain into which all payments
      required to be made by the Issuer under or with respect to the Trust Notes
      shall be deposited.

            "PAYMENT DATE" means any Principal Payment Date, Interest Payment
      Date or any date of payment provided for hereunder.

            "PERMITTED ASSIGNMENTS" has the meaning specified in Section 7.07.

            "PERMITTED HOLDERS" means AmBev and any Person or Persons that,
      individually or collectively control, directly or indirectly, AmBev at any
      time.

            "PERMITTED LIENS" means:

                  (a) any Lien on any property acquired, constructed or improved
            by the Borrower or any of its Subsidiaries after the Issue Date
            which is created, incurred or assumed contemporaneously with, or
            within 12 months after, that acquisition (or in the case of any such
            property constructed or improved, after the completion or
            commencement of commercial operation of such property, whichever is
            later) to secure or provide for the payment of any part of the
            purchase price of such property or the costs of that construction or
            improvement (including costs such as escalation, interest during
            construction and finance costs); provided that in the case of any
            such construction or improvement the Lien shall not apply to any

                                        9
<PAGE>

            other property owned by the Borrower or any of its Subsidiaries,
            other than any unimproved real property on which the property so
            constructed, or the improvement, is located;

                  (b) any Lien on any property acquired from a corporation or
            any other Person which is merged with or into the Borrower or its
            Subsidiaries, or any Lien existing on property of a corporation or
            any other Person which existed at the time such corporation becomes
            a Subsidiary of the Borrower and, in either case, which is not
            created as a result of or in connection with or in anticipation of
            any such transaction (unless such Lien was created to secure or
            provide for the payment of any part of the purchase price of such
            corporation);

                  (c) Liens existing on the Issue Date not otherwise described
            in clauses (a) and (b) above;

                  (d) any Lien which secures only Indebtedness owing by a
            Subsidiary to the Borrower, to one or more Subsidiaries or to the
            Borrower and one or more Subsidiaries;

                  (e) any extension, renewal or replacement (or successive
            extensions, renewals or replacements), in whole or in part, of any
            Lien referred to in the foregoing clauses (a) through (d) inclusive;
            provided that the principal amount of Indebtedness secured thereby
            shall not exceed the principal amount of Indebtedness so secured at
            the time of such extension, renewal or replacement, and that such
            extension, renewal or replacement shall be limited to all or a part
            of the property which secured the Lien so extended, renewed or
            replaced (plus improvements on such property); and

                  (f) Liens not otherwise permitted by clauses (a) through (e)
            above securing Indebtedness in a principal amount not in excess of
            10% of Consolidated Net Assets, as determined based on the
            consolidated balance sheet of the Borrower as of the end of the most
            recent fiscal quarter for which financial statements have been
            provided to the Lender, prior to the date any such Lien shall be
            Incurred.

                  For purposes of this definition, the term "Indebtedness" shall
            be deemed to include interest on such Indebtedness.

            "PERSON" means an individual, partnership, corporation, limited
      liability company, business trust, joint stock company, trust,
      unincorporated association, joint venture or any nation or government, any
      state, province or other political subdivision thereof, any central bank
      (or similar monetary or regulatory authority) thereof, and any entity
      exercising executive, legislative, judicial, regulatory or administrative
      functions of or pertaining to government.

            "PERSONAL ASSETS TAX" means the tax established in Argentina
      pursuant to the Argentine Law of Tax on Personal Assets No.23,966 (as
      amended) and Decree No. 127/1996.

                                       10
<PAGE>

            "PRINCIPAL PAYMENT DATE" has the meaning set forth in Section 2.03.

            "PURCHASE AGREEMENT" means the Purchase Agreement dated March 15,
      2005 among the Borrower, the Financial Trustee and Citigroup Global
      Markets Inc., as the initial purchaser of the Trust Notes.

            "RESPONSIBLE OFFICER" means the chief executive officer, chief
      financial officer, general manager, associate general manager or
      equivalent senior executive officer of the Borrower.

            "SALE AND LEASE-BACK TRANSACTION" means any transaction or series of
      related transactions pursuant to which the Borrower or any of its
      Subsidiaries sells or transfers any property to any Person with the
      intention of taking back a lease of such property.

            "SPECIFIED PROPERTY" means (i) any manufacturing facility, including
      land and buildings and other improvements thereon and equipment located
      therein, (ii) any executive offices, administrative buildings, and
      research and development facilities, including land and buildings and
      other improvements thereon and equipment located therein, and (iii) any
      intangible assets, including, without limitation, any brand names,
      trademarks, copyrights, patents and similar rights and any income
      (licensing or otherwise), proceeds of sale or other revenue therefrom, in
      each case of the Borrower or any of its Subsidiaries. For the avoidance of
      doubt, "Specified Property" excludes any receivables or cash flow arising
      from the sales of goods and services by the Borrower or its Subsidiaries
      in the ordinary course of business.

            "SUBSIDIARY" of any Person means any corporation, partnership, joint
      venture, limited liability company, trust or estate of which (or in which)
      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, joint venture or limited liability
      company 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.

            "TAXES" means any taxes, levies, imports, duties, assessments, or
      other governmental charges of any nature (including penalties, interest
      and other liabilities related thereto).

            "TAXING JURISDICTION" means Argentina or any other jurisdiction in
      which the Borrower is organized or is a resident for tax purposes or from
      which payment is made or deemed to be made under or with respect to this
      Agreement, the Loan, the Trust Notes or the Indenture, as the case may be,
      in each case, any political subdivision or taxing authority or agency
      thereof or therein.

            "TRUST" has the meaning specified in the recital of parties to this
      Agreement.

                                       11
<PAGE>

            "TRUST NOTES" means the 7.375% Trust Notes due 2012 to be issued by
      the Issuer in an initial principal amount of U.S.$ 150,000,000.

            "TRUST NOTES TRUSTEE" means The Bank of New York, as the trustee
      under the Indenture.

            SECTION 1.02. Computation of Time Periods; Other Definitional
Provisions. In this Agreement and the Additional Transaction Documents 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" each
mean "to but excluding". References in this Agreement or the Additional
Transaction Documents to any agreement or contract "AS AMENDED" shall mean and
be a reference to such agreement or contract as amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with its
terms.

            SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with Argentine
GAAP.

                                   ARTICLE II

                          AMOUNTS AND TERMS OF THE LOAN

            SECTION 2.01. The Loan. (a) The Lender agrees, on the terms and
conditions hereinafter set forth, to make a single loan (the "LOAN") to the
Borrower on the Issue Date in an amount of U.S.$ 150,000,000 (the "LOAN
AMOUNT"). The Lender shall, on the Issue Date, credit the Borrower's Account
with the Loan Amount. In the case of Section 2.01(b), the Lender shall credit
the Borrower's Account with the amount in Argentine pesos equivalent to the Loan
Amount at the exchange rate agreed upon with the Borrower in a letter dated as
of the date hereof (the "EXCHANGE RATE"). In both cases, the Loan Amount
credited in the Borrower's Account shall be the Loan Amount minus the aggregate
amount of fees, commissions and expenses due on the Issue Date pursuant to the
Additional Transaction Documents. The Borrower acknowledges and agrees that,
notwithstanding anything herein to the contrary, the principal amount of the
Loan owed as of the Issue Date shall be the Loan Amount. The commitment of the
Lender to make the Loan hereunder shall terminate on the Issue Date immediately
upon the making of the Loan under this Section 2.01. Amounts borrowed under this
Section 2.01 and repaid or prepaid may not be reborrowed.

            (b) The Loan shall be denominated in U.S. dollars. Notwithstanding
anything herein to the contrary, if there is any regulatory or legal impediment
to the Loan being disbursed in U.S. dollars as determined by the Lender, the
Lender shall, on the Issue Date, credit the account designated by the Borrower
with an amount equivalent to the amount in Argentine pesos resulting from
converting the amount of the Loan in U.S. dollars to Argentine pesos at the
Exchange Rate.

            SECTION 2.02. Notice of Borrowing. The Borrower shall give the
Lender notice of the borrowing in the form attached hereto as Exhibit A. Not
later than 11:00 A.M. New York time on the date specified for the borrowing, the
Lender shall make available the amount of the Loan to such account as the Lender
and the Borrower may agree.

                                       12
<PAGE>

            SECTION 2.03. Repayment of Principal. Subject to adjustment pursuant
to Sections 2.04 and 2.05, if any, the Borrower shall repay the principal of the
Loan in five annual equal installments commencing on March 22, 2008 and ending
on the Maturity Date (or if such date is not a Business Day, the next succeeding
Business Day following such date) (each a "PRINCIPAL PAYMENT DATE").

            SECTION 2.04. Optional Prepayment With Respect to Tax Matters. (a)
The Borrower may at its option prepay at any time prior to maturity in whole but
not in part, upon the compliance with or waiver of the conditions set forth in
Section 2.04(b) below, not less than 30 nor more than 90 days' notice, the Loan
at a prepayment price equal to 100% of the then outstanding aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to the prepayment date
(subject to the right of the Lender on the relevant record date to receive
interest due on the relevant Interest Payment Date) (the "PREPAYMENT PRICE") and
Additional Amounts, if any, to the prepayment date, if as a result of: (i) any
amendment to, or change in, the laws or treaties (or any regulations or rulings
promulgated thereunder) of a Taxing Jurisdiction , or (ii) any amendment to or
change in an official position regarding the application or interpretation of
such laws, treaties, regulations or rulings, which amendment or change becomes
effective on or after the Issue Date (the "RELEVANT DATE"), the Borrower has
become or would become obligated to pay any Additional Amounts or to indemnify
for Taxes imposed on the Lender, Financial Trustee or the Noteholders, as the
case may be, pursuant to Section 2.08(d), and the Borrower determines in its
reasonable business judgment that (a) such obligation cannot be avoided by the
use of reasonable measures available to the Borrower (including, without
limitation, by changing the jurisdiction from which or through which payment is
made, to the extent such change would be a reasonable measure under the given
circumstances and, (b) with respect to Taxes indemnified pursuant to Section
2.08(d), such Taxes are material); provided that:

            (1) no such notice of prepayment may be given earlier than 90 days
      prior to the earliest date on which the Borrower would be obligated to pay
      such Additional Amounts or to indemnify for Taxes pursuant to Section
      2.08(d) were a payment in respect of the Loan due and payable, and

            (2) at the time such notice is given, such obligation to pay such
      Additional Amounts or to indemnify for Taxes pursuant to Section 2.08(d)
      remains in effect.

            (b) In the event that the Borrower elects to prepay the Loan
      pursuant to this Section 2.04, the Borrower must deliver to the Lender:

            (i) an Officers' Certificate stating that: (A) the obligation to pay
      the Additional Amounts referred to in Section 2.04(a) or to indemnify for
      Taxes pursuant to Section 2.08(d) cannot be avoided by the Borrower taking
      commercially reasonable measures available to it (which shall not include
      changing its jurisdiction of organization or other measures that would
      result in material out-of-pocket costs to the Borrower), and (B) the
      Borrower is entitled to prepay the Loan pursuant to this Agreement;

            (ii) an Opinion of Counsel in the relevant Taxing Jurisdiction to
      the effect that: (A) the Borrower has or will become obligated to pay the
      Additional Amounts referred to in Section 2.04(a) or to indemnify for
      Taxes pursuant to Section 2.08(d) as a result of a change or amendment
      described above and (B) all government approvals

                                       13
<PAGE>

      necessary for the Borrower to effect such prepayment, if any, have been
      obtained and are in full force and effect; and

            (iii) give notice to the Lender, not less than 30 nor more than 90
      days prior to the date scheduled for the prepayment, which notice shall:
      (A) be signed by a Responsible Officer of the Borrower, (B) specify the
      date the Loan is to be prepaid, (C) state the circumstances giving rise to
      the Borrower's entitlement to effect the prepayment, and (D) be
      irrevocable.

            (c) After the notice described in clause (b)(iii) of this Section
      2.04 has been delivered, the Borrower shall be required to prepay the Loan
      in accordance with such notice.

            (d) No prepayment under this Section 2.04 shall be effective unless
      and until the Lender shall have received the prepaid amount payable in
      same day funds. Unless the Borrower defaults payment of the Prepayment
      Price, on or after the prepayment date for the Loan, interest will cease
      to accrue on the Loan called for prepayment.

            (e) The amount due under the Trust Notes will be reduced accordingly
      upon a prepayment under this Section 2.04.

            SECTION 2.05. Mandatory Prepayments. (a) Mandatory Prepayment Upon
Acceleration. Subject to Section 6.01 (including any rescission permitted
thereunder), upon any acceleration of the amounts due under the Loan during the
existence of an Event of Default pursuant to Section 6.01, the Borrower shall
immediately repay the then outstanding aggregate principal amount of the Loan,
together with all accrued and unpaid interest and all other amounts then due
thereon, or with respect thereto.

            (b) Mandatory Offer to Purchase Trust Notes Upon a Change of
Control. (i) Upon the occurrence of a Change of Control, the Borrower shall make
an offer to purchase all of the Trust Notes pursuant to the offer described
below (the "CHANGE OF CONTROL OFFER") at a price (the "CHANGE OF CONTROL
PURCHASE PRICE") equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the purchase date (subject to the right of
Noteholders of record on the relevant record date to receive interest due on the
relevant interest payment date).

            (ii) Within 30 days following any Change of Control, the Borrower
      shall send, by first-class mail, with a copy to the Financial Trustee and
      the Trust Notes Trustee, to each holder of Trust Notes pursuant to the
      terms of the Trust Notes Indenture, a notice stating:

                  (1) that a Change of Control has occurred and a Change of
            Control Offer is being made pursuant to this Section 2.05(b) and
            that all Trust Notes timely tendered will be accepted for payment;

                  (2) the Change of Control Purchase Price and the purchase
            date, which shall be, subject to any contrary requirements of
            applicable law, a Business Day no earlier than 30 days nor later
            than 60 days from the date such notice is mailed;

                                       14
<PAGE>

                  (3) the circumstances and relevant facts regarding the Change
            of Control; and

                  (4) the procedures that the Noteholders must follow in order
            to tender their Trust Notes (or portions thereof) for payment, and
            the procedures that the Noteholders must follow in order to withdraw
            an election to tender Trust Notes (or portions thereof) for payment.

            (iii) The Borrower will not be required to make a Change of Control
      Offer following a Change of Control if a third party makes the Change of
      Control Offer in the manner, at the times and otherwise in compliance with
      the requirements set forth in this Agreement applicable to a Change of
      Control Offer made by the Borrower and purchases all Trust Notes validly
      tendered and not withdrawn under such Change of Control Offer.

            (iv) The Borrower will comply, to the extent applicable, with the
      requirements of Section 14(e) of the Exchange Act and any other securities
      laws or regulations in connection with the repurchase of the Trust Notes
      pursuant to a Change of Control Offer. To the extent that the provisions
      of any securities laws or regulations conflict with the provisions of this
      Section 2.05, the Borrower will comply with the applicable securities laws
      and regulations and will not be deemed to have breached its obligations
      under this Section 2.05 by virtue of such compliance.

            (v) The Change of Control Purchase Price will be deposited by the
      Borrower directly into the Payment Account.

            (vi) Any Trust Notes purchased in a Change of Control Offer may be
      delivered to the Lender in satisfaction of an equal amount of Loan amount
      Outstanding.

            SECTION 2.06. Interest. (a) Scheduled Interest. The outstanding
principal amount of the Loan will bear interest at the rate of 7.375% per year
(the "INTEREST RATE").

            (b) Default on Principal or Interest. If the Borrower fails to make
any payment of principal or interest, or any other payment on or in respect of
the Loan, on or before its due date as specified in this Agreement or as
notified to the Borrower in accordance herewith, such overdue amount shall bear
interest at the rate of one percent (1%) per annum over and above the Interest
Rate from the date such payment became due until the date of actual payment (as
well after as before judgment).

            (c) Interest on the Loan will be payable in arrears on March 22 and
September 22 of each year, commencing on September 22, 2005 (each an "INTEREST
PAYMENT DATE"); provided (i) that interest accrued pursuant to Section 2.06(b)
shall be payable on demand and (ii) subject to Section 2.04(a), upon any
repayment or prepayment of principal of the Loan, interest accrued on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment.

            SECTION 2.07. Payments and Computations. (a) The Borrower shall make
each payment hereunder, irrespective of any counterclaim, set-off defense or
other right that the Borrower may have against the Lender or any other Person,
whether in connection with a

                                       15
<PAGE>

transaction contemplated in this Agreement or any unrelated transaction, two
Business Days prior to the applicable Payment Date in same day funds in U.S.
dollars or such other coin or currency of the United States that as at such
Payment Date is legal tender for the payment of public and private debts.

            (b) Notwithstanding anything herein to the contrary, if, two
Business Days prior to any Payment Date there is any regulatory or legal
impediment for the Borrower to purchase U.S. dollars in the free exchange market
(Mercado Unico y Libre de Cambios) in Argentina to repay the Loan in U.S.
dollars, the Borrower shall, on such Payment Date, credit the Lender's Account
with an amount in Argentine pesos (or any other legal tender of Argentina on
such Payment Date) resulting from converting the amount of the relevant payment
in U.S. Dollars to Argentine pesos so that the amount resulting from such
conversion is sufficient to cover any and all amounts due in U.S. Dollars on
such Payment Date and simultaneously deliver to the Lender written instructions
for the Lender to exchange the Argentine pesos deposited by the Borrower into
U.S. dollars. In this event, the Borrower shall deposit the amounts due and
notify the Lender with sufficient time to allow the Lender to effect the
exchange of Argentine pesos into U.S. dollars on the same date.

            (c) All such payments shall be made to the Lender at the Lender's
Account. Any payments (i) received by the Lender after the time provided in this
Section 2.07 or (ii) delivered pursuant to Section 2.07(b) without sufficient
time to allow the Lender to effect the exchange of Argentine pesos into U.S.
dollars on the same date, may, in the discretion of the Lender, be deemed to
have been received on the next succeeding Business Day for purposes of
calculating interest thereon.

            (d) In the event the Lender determines on the date payment is made
by the Borrower pursuant to this Section 2.07, that the funds deposited in
Argentine pesos pursuant to Section 2.07(b) above do not satisfy all amounts
becoming due on such Payment Date, the Lender shall give prompt notice by
facsimile to the Borrower (i) stating that there are insufficient amounts to
satisfy payment hereunder and/or under the Trust Notes on the immediately
succeeding Payment Date, and (ii) specifying all amounts due and payable on such
Payment Date and the funds then available for the payment thereof.

            (e) Upon the receipt of notice from the Lender pursuant to Section
2.07(d), the Borrower shall immediately deposit directly in the Payment Account
not later than 3:00 P.M. (Buenos Aires time), at least one Business Day prior to
the related Payment Date, an amount in U.S. dollars, in immediately available
funds sufficient to cover the difference between the amounts due and payable on
such Payment Date and the funds then available for the payment thereof, as
detailed in the notice sent by the Lender to the Borrower pursuant to Section
2.07(d).

            (f) If, after notifying the Borrower pursuant to Section 2.07(d),
the Borrower does not make the payment in accordance with Section 2.07(e), the
Lender shall immediately notify the Trust Notes Trustee of the non-payment by
the Borrower of the amounts due hereunder.

            (g) All computations of interest shall be made by the Lender on the
basis of a 360-day year of twelve 30-day months, in each case for the actual
number of days (including the

                                       16
<PAGE>

first day but excluding the last day) occurring in the period for which such
interest is payable. Each determination by the Lender of an interest rate or fee
hereunder shall be conclusive and binding for all purposes, absent manifest
error.

            (h) Whenever any payment hereunder 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.

            (i) The Borrower's obligation to make any payment hereunder shall
not be discharged until the Financial Trustee shall have made the related
payment in U.S. dollars to the Trust Notes Trustee under the Indenture.

            SECTION 2.08. Additional Amounts. (a) Except as required by law or
by the official interpretation or administration thereof, the Borrower will make
any and all payments under this Agreement free and clear of and without
withholding or deduction for any and all present or future Taxes imposed or
levied by a Taxing Jurisdiction. If the Borrower is required by law to withhold
or deduct any such Taxes (including, without limitation, Personal Assets Taxes)
from any payment made under, or with respect to, the Loan, except as provided
below in Section 2.08(b), the sum payable by the Borrower shall be increased by
additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that after the
Borrower has made all required withholdings and deductions (including
withholdings and deductions applicable to additional sums payable under this
Section 2.08), (i) the Lender receives an amount not less than the sum it would
have received had no such withholdings and deductions been made, (ii) the
Borrower shall make all such withholdings and deductions and (iii) the Borrower
shall pay the full amount withheld or deducted to the relevant Taxing
Jurisdiction in accordance with applicable law. The Borrower further agrees
that, in the event the Financial Trustee is required by law to withhold or
deduct any such Taxes (including, without limitation, Personal Assets Taxes)
from any payment made under, or with respect to, the Trust Notes, it will pay
and/or reimburse, as the case may be, the Financial Trustee, as Lender, for such
Additional Amounts as may be necessary so that the net amount received by the
Noteholders (including Additional Amounts) after such withholding or deduction
will not be less than the amount the Noteholders would have received if such
Taxes had not been required to be withheld or deducted.

            (b) Notwithstanding Section 2.08(a), the Borrower will not be
obligated to make any payment pursuant to Section 2.08(a) or (d) in connection
with any Tax that is, or is imposed due to, any of the following (and for the
avoidance of doubt, the term "Additional Amounts" shall not include any such
amounts):

            (i) any Taxes that would not have been so imposed but for the
      existence of any present or former connection between the Lender or a
      Noteholder (or between a fiduciary, settlor, beneficiary, member or
      shareholder of such Noteholder, if such Noteholder is an estate, a trust,
      a partnership or limited liability company or a corporation), as the case
      may be, and the relevant Taxing Jurisdiction, including, without
      limitation, such Noteholder (or such fiduciary, settlor, beneficiary,
      member or shareholder) being or having been a citizen or resident of the
      Taxing Jurisdiction or having been engaged in a trade or business or
      present in a Taxing Jurisdiction or having, or having had a permanent
      establishment in a Taxing Jurisdiction other than the mere

                                       17
<PAGE>

      receipt of such payment or the ownership or holding of or the execution,
      delivery or enforcement of this Agreement or the Trust Notes, as the case
      may be;

            (ii) any estate, inheritance, gift, sales, transfer, capital gains,
      excise, personal property or similar Taxes (except the Personal Assets
      Tax);

            (iii) any Taxes that would not have been so imposed but for the
      presentation of this Agreement or any note or other debt instrument issued
      under this Agreement (where presentation is required) or the Trust Notes,
      as the case may be, for payment on a date more than 30 days after the date
      on which such payment became due and payable or the date on which payment
      thereof is duly provided for, whichever is later;

            (iv) any Taxes that would not have been so imposed but for the
      failure to file a declaration of non-residence or any other claim or
      filing for exemption to which it is entitled; provided that (A) such
      declaration of non-residence or other claim or filing for exemption is
      required by the applicable law of the Taxing Jurisdiction as a
      precondition to such exemption, (B) complying with such requirements would
      not be materially more onerous (in form, in procedure or in the substance
      of information disclosed) to the Lender or to such Noteholder than
      complying with the comparable information or other reporting requirements
      imposed under U.S. tax law, regulations and administrative practice, and
      (C) at least 30 days prior to the first payment date with respect to which
      such declaration of non-residence or other claim or filing for exemption
      is required under the applicable law of the Taxing Jurisdiction, notice
      has been given by the Borrower to the Lender or the Noteholders, as
      applicable, that a declaration of non-residence or other claim or filing
      for exemption is required to be made;

            (v) any withholding or deduction imposed on a payment that is
      required to be made pursuant to the European Union Directive on the
      taxation of savings income (the "DIRECTIVE") implementing the conclusions
      of the European Council of Economic and Finance Ministers (ECOFIN) meeting
      on June 3, 2003, or any law implementing or complying with, or introduced
      in order to conform to, such Directive;

            (vi) any Taxes required to be withheld by any paying agent from any
      payment of the principal of, or interest on any Trust Note, if such Tax
      results from the presentation of any Trust Note for payment in a Member
      State of the European Union and the payment can be made without such
      withholding or deduction by the presentation of the Trust Note to another
      paying agent in a Member State of the European Union;

            (vii) any Taxes payable otherwise than by withholding or deduction
      from payments on or in respect of any Trust Note; or

            (viii) in the case of any combination of the items listed above;

nor will Additional Amounts be paid with respect to any Taxes imposed on a
payment to a Noteholder, if such Noteholder is a fiduciary, a partnership, a
limited liability company or other than the sole beneficial owner of that
payment to the extent that payment would be required by the laws of a Taxing
Jurisdiction (or any political subdivision thereof) to be included in the
income, for tax purposes, of a beneficiary or settler with respect to the
fiduciary, a member of

                                       18
<PAGE>

that partnership, an interestholder in a limited liability company or a
beneficial owner and such Taxes would not have been imposed on such payment had
such person been the sole beneficial owner of the Trust Notes.

            (c) Notwithstanding Section 2.08(b)(ii), in addition, the Borrower
agrees to pay or reimburse, as applicable, any Other Taxes from the execution or
initial delivery of this Agreement, the Indenture or the Trust Notes or any
other document or instrument in relation thereto and the enforcement thereof
following the occurrence and during the continuance of any Default, and will
indemnify the Lender or the Financial Trustee, as the case may be, for any such
Taxes paid by the Lender, the Financial Trustee or the Noteholders,
respectively; provided, however, that such Other Taxes cannot be avoided by the
reasonable use of measures available to the Lender, Financial Trustee or
Noteholders, as the case may be.

            (d) Without duplication of any amounts paid under this Agreement
with respect to Additional Amounts, Other Taxes or otherwise, the Borrower will,
upon the written request of the Lender or the Financial Trustee, indemnify and
hold harmless and reimburse the Lender or the Financial Trustee, to the extent
the Borrower has not directly made the required payments pursuant to the terms
of this covenant, for the amount of any Taxes imposed by a Taxing Jurisdiction
(other than any such Taxes for which the Lender, the Financial Trustee or the
Noteholders would not have been entitled to receive Additional Amounts pursuant
to any of the conditions described in Section 2.08(b), with the exception of
Section 2.08(b)(vii)) so imposed on, and paid by, the Lender, the Financial
Trustee or the Noteholders, as a result of any payment made by the Borrower
under or with respect to this Agreement or by the Financial Trustee under or
with respect to the Trust Notes, as the case may be, so that the net amount
received by the Lender or by the Noteholders under the Indenture, as the case
may be, after such reimbursement would not be less than the net amount the
Lender or the Noteholders, as holders of the Trust Notes, would have received if
such Taxes would not have been imposed or levied and so paid. This
indemnification shall be made within 30 days from the date the Lender or the
Financial Trustee, as the case may be, makes written demand therefor; provided
that such written request must be made no later than 30 days after the date when
such Taxes are imposed or levied.

            (e) The Borrower will (1)(i) make such withholding or deduction and
(ii) remit the full amount deducted or withheld to the relevant Taxing
Jurisdiction in accordance with applicable law or (2) reimburse the Financial
Trustee, acting on behalf of the Trust. The Borrower will use all reasonable
efforts to obtain certified copies of tax receipts evidencing the payment of any
Taxes so deducted or withheld from each Taxing Jurisdiction imposing such Taxes
and will furnish such certified copies to the Financial Trustee, in its capacity
as Lender, within 30 days after the date the payment of any Taxes so deducted or
so withheld is due pursuant to applicable law or, if such tax receipts are not
reasonably available to the Borrower, furnish such other documentation that
provides reasonable evidence of such payment by the Borrower pursuant to this
Section 2.08. At least 30 days prior to each date on which any payment under or
with respect to this Agreement is due and payable (unless such obligation to pay
Additional Amounts arises shortly before or after the 30th day prior to such
date, in which case it shall be promptly thereafter), if the Borrower is
obligated to pay Additional Amounts with respect to such payment, the Borrower
will deliver to the Lender an Officers' Certificate stating that Additional
Amounts will be payable, the amounts so payable and setting forth such other
information necessary to pay such Additional Amounts to the Lender on the
payment date. Each

                                       19
<PAGE>

such Officers' Certificate shall be relied upon until receipt of a further
Officers' Certificate addressing such matters.

            (f) The Borrower undertakes that, if European Union Council
Directive 2003/48/EC or any other Directive implementing the conclusions of the
ECOFIN Council meeting of 26 and 27 November 2000 or any law implementing or
complying with, or introduced in order to conform to, such Directive is brought
into force, it will ensure that it maintains a paying agent in a European Union
Member State that will not be obliged to withhold or deduct Tax pursuant to the
Directive.

            (g) All references to principal, premium, interest, or other amounts
payable under this Agreement shall be deemed to include any Additional Amounts
(or other additional payments) payable by the Borrower under this Section 2.08
or otherwise with respect to this Agreement. The foregoing obligations in this
Section 2.08 shall survive any termination, defeasance or discharge of this
Agreement or the Trust Notes and shall apply equally to any Taxing Jurisdiction
with respect to any successor Person to the Borrower or to the Financial
Trustee, as the case may be.

            (i) In the event the Borrower pays any Personal Assets Tax in
respect of the Loan or the Trust Notes, the Borrower hereby waives any right it
may have under Argentine law to seek reimbursement (whether by way of
foreclosing the Loan, by deduction from payments of principal of or interest on
the Loan or otherwise) from the Lender or the Financial Trustee of any such
amounts paid.

            SECTION 2.09. Evidence of Indebtedness. The Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
Indebtedness of the Borrower to the Lender resulting from the Loan owing to the
Lender from time to time, including the amounts of principal and interest
payable and paid to the Lender from time to time hereunder. The accounts
maintained pursuant to this Section 2.09 shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of the Lender to maintain such accounts or any error therein shall not
in any manner affect the obligation of the Borrower to repay the Loan in
accordance with the terms of this Agreement. The Borrower shall, at the date the
Loan is made, execute and deliver to the Lender, a promissory note in the form
attached hereto as Exhibit B-1, together with a reconocimiento de deuda, in the
form attached hereto as Exhibit B-2 or in forms otherwise acceptable to the
Lender, payable to the order of the Lender in a principal amount equal to the
amount owed to the Lender. The Lender agrees that, notwithstanding the
simultaneous existence of the Trust Notes and the Loan, it is not entitled to,
and shall not seek to, recover in the aggregate any amount in excess of the
unpaid amounts owing to it under this Agreement. The Lender agrees that if at
any time it should recover any amount in excess of the unpaid amount owing to it
under this Agreement, it shall promptly return such excess amount to the
Borrower. The Lender further agrees that, notwithstanding the execution of the
promissory note and the reconocimiento de deuda by the Borrower, the Lender
shall not maintain at any time simultaneous actions under both instruments.

                                       20
<PAGE>

                                  ARTICLE III

                              CONDITIONS PRECEDENT

            SECTION 3.01. Conditions Precedent. The obligation of the Lender to
make the Loan hereunder shall be subject to the following conditions precedent,
each of which shall have been satisfied or waived by the Lender:

            (a) As of the Issue Date, this Agreement shall have been duly
executed by each of the parties hereto.

            (b) The promissory note and the reconocimiento de deuda, in
accordance with Section 2.09 hereof, shall have been executed by a duly
authorized Officer and duly notarized by an Argentine public notary and
delivered to the Lender.

            (c) Anything in this Agreement to the contrary notwithstanding, the
Lender shall not have any obligation to make the Loan hereunder except to the
extent the Lender has actually received, or shall be simultaneously receiving,
at the place and in the manner provided therein, the proceeds from the sale of
the Trust Notes pursuant to the assignment transaction provided for in the
Assignment Agreement.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            SECTION 4.01. Representations and Warranties. The Borrower
represents and warrants to the Lender as of the Issue Date as follows:

            (a) The Borrower is duly incorporated and is validly existing as a
      sociedad anonima in good standing under the laws of the Republic of
      Argentina, and each of its Subsidiaries is duly organized and is validly
      existing in good standing (to the extent applicable) under the laws of the
      jurisdiction in which it is organized. The Borrower has the full corporate
      power and authority to own or lease, as the case may be, and to operate
      its properties and conduct its business as described in the Offering
      Memorandum and to enter into and perform its obligations, as applicable,
      under the Additional Transaction Documents to which it is a party, and (to
      the extent applicable) is duly qualified to do business as a foreign
      corporation under the laws of each jurisdiction which requires such
      qualification except where the failure to be so qualified could not
      reasonably be expected to have a Material Adverse Effect.

            (b) All of the outstanding shares of capital stock of the Borrower
      have been duly and validly authorized and issued and are fully paid and
      nonassessable and, except as disclosed in the Offering Memorandum or as
      could not reasonably be expected to have a Material Adverse Effect, all of
      the outstanding shares of capital stock, of the Borrower are free and
      clear of any security interest or any other security interests, claims,
      liens or encumbrances.

                                       21
<PAGE>

            (c) All of the outstanding shares of capital stock, if any, of each
      of the Borrower's Subsidiaries have been duly and validly authorized and
      issued and are fully paid and nonassessable and, except as disclosed in
      the Offering Memorandum, all outstanding shares of capital stock of the
      Subsidiaries are owned by the Borrower either directly or through
      majority-owned Subsidiaries, free and clear of any perfected security
      interest or any other security interests, claims, liens or encumbrances.

            (d) The capitalization of the Borrower is as set forth in the
      Offering Memorandum.

            (e) This Agreement has been duly authorized, executed and delivered
      by the Borrower, and, assuming due authorization, execution and delivery
      thereof by the Lender, constitutes a legal, valid and binding agreement of
      the Borrower, enforceable against the Borrower in accordance with its
      terms, subject to applicable bankruptcy, reorganization, insolvency,
      moratorium or other similar laws affecting creditors' rights generally
      from time to time in effect and to general principles of equity.

            (f) The Expense Agreement has been duly authorized, executed and
      delivered by the Borrower, and, assuming due authorization, execution and
      delivery thereof by the Financial Trustee, constitutes a legal, valid and
      binding agreement of the Borrower, enforceable against the Borrower in
      accordance with its terms, subject to applicable bankruptcy,
      reorganization, insolvency, moratorium or other similar laws affecting
      creditors' rights generally from time to time in effect and to general
      principles of equity.

            (g) No consent, approval, authorization, filing with or order of any
      court or governmental agency or other regulatory authority or body having
      jurisdiction over any of the Borrower or any of its properties or assets
      in Argentina or elsewhere ("GOVERNMENT AUTHORITIES") is required for the
      execution, delivery or performance by the Borrower of any of its
      obligations under any of this Agreement or the Additional Transaction
      Documents to which it is a party in the manner contemplated in the
      Offering Memorandum, including, without limitation, making any of the
      applicable payments required to be made after the date hereof under or in
      respect of this Agreement or such Additional Transaction Documents.

            (h) The Borrower is not in violation of its organizational
      documents, and none of the execution and delivery of any of the Additional
      Transaction Documents, the consummation of any of the transactions
      described or contemplated therein, or the fulfillment of the terms thereof
      will conflict with, or give rise to any right to accelerate the maturity
      or require the prepayment, repurchase or redemption of any indebtedness
      under, or result in a breach or violation or imposition of any Lien upon
      any property or assets of the Borrower pursuant to, (i) the charter,
      by-laws or comparable organizational documents of the Borrower, (ii) the
      terms of any material indenture, contract, lease, mortgage, deed of trust,
      note agreement, loan agreement or other material agreement, obligation,
      condition, covenant or instrument to which the Borrower is a party or
      bound or to which any of its property or assets is subject or (iii) any
      statute, law, rule, regulation, judgment, order or decree applicable to
      the Borrower.

                                       22
<PAGE>

            (i) The historical financial statements of the Borrower included in
      the Offering Memorandum, together with the related notes, have been
      prepared in accordance with the accounting policies and practices
      contained in Argentine GAAP applied on a consistent basis throughout the
      periods involved (except as otherwise noted therein) and present fairly in
      all material respects the financial condition, results of operations and
      cash flows of the Borrower as of the dates and for the periods indicated;
      the summary and selected financial data set forth under the captions
      "Summary Financial and Other Information," "Selected Financial and Other
      Information" and "Management's Discussion and Analysis of Financial
      Condition and Results of Operations" in the Offering Memorandum fairly
      present in all material respects, on the basis stated in the Offering
      Memorandum, the information included therein; and, except as set forth or
      contemplated in the Offering Memorandum, since the later of September 30,
      2004 and the respective dates as of which information is given in the
      Offering Memorandum, there has been no Material Adverse Change.

            (j) Except as set forth or contemplated in the Offering Memorandum,
      since the respective dates as of which information is given in the
      Offering Memorandum, the Borrower has not entered into any transaction or
      agreement (whether or not in the ordinary course of business) which could
      reasonably be expected to have a Material Adverse Effect.

            (k) Except as set forth or contemplated in the Offering Memorandum
      or as could not reasonably be expected, in the aggregate, to have a
      Material Adverse Effect, no action, suit or proceeding by or before any
      Government Authority involving the Borrower or any of its Subsidiaries or
      their property or assets is pending or, to the best knowledge of the
      Borrower, threatened, involving or in any way relating to any of the
      Additional Transaction Documents or the transactions contemplated therein.
      Except as set forth or contemplated in the Offering Memorandum, neither of
      the Borrower nor any of its Subsidiaries is in default with respect to any
      applicable statute, rule, writ, injunction, decree, order or regulation of
      any Government Authority having jurisdiction over such Person which could
      reasonably be expected to have a Material Adverse Effect.

            (l) The Borrower and its Subsidiaries have good and marketable title
      to all of their properties and assets, owns or leases all such properties
      and assets as are both described in the Offering Memorandum and are
      necessary to the conduct of their operations as presently conducted and
      all such properties and assets are free and clear of any Liens except, in
      the case of any of the foregoing, such as could not reasonably be expected
      to have a Material Adverse Effect. All leases and subleases material to
      the business of the Borrower under which the Borrower holds properties, as
      described in the Offering Memorandum, are in full force and effect; and
      the Borrower has not had any notice that any material claim of any sort
      has been asserted by anyone adverse to the Borrower's rights under any
      leases or subleases mentioned above, or affecting or questioning the
      rights thereof to the continued possession of the leased or subleased
      premises under any such lease or sublease.

            (m) Price Waterhouse & Co., who certified the financial statements
      of the Borrower and delivered their report with respect to the Borrower's
      audited consolidated

                                       23
<PAGE>

      financial statements as of June 30, 2003 and 2004 and for each of the
      three years ended June 30, 2002, 2003 and 2004 and the unaudited interim
      consolidated financial statements as of September 30, 2003 and 2004 and
      for the three months ended September 30, 2003 and 2004 (together, the
      "FINANCIAL STATEMENTS") included in the Offering Memorandum, are
      independent public accountants within the meaning of Rule 101 of the Code
      of Professional Conduct of the American Institute of Certified Public
      Accountants and are certified public accountants with respect to the
      Borrower under the standards established by the local authorities in
      Argentina.

            (n) No labor problem or dispute with the employees of the Borrower
      or any of its Subsidiaries exists or, to the knowledge of the Borrower, is
      threatened or imminent, in each case to the extent that such problem or
      dispute could reasonably be expected to have a Material Adverse Effect.

            (o) The Borrower and its Subsidiaries have filed or caused to be
      filed all material tax returns required to be filed, and have paid all
      material taxes shown to be due and payable on said returns or on any
      material assessments made against such Persons or any of their respective
      properties and all other material taxes, assessments, fees or other
      charges imposed on such Persons or any of their respective properties by,
      any Government Authority (other than those the amount or validity of which
      is currently being contested in good faith by appropriate proceedings and
      with respect to which reserves in conformity with generally accepted
      accounting principles have been provided on the books of such person); and
      no tax liens or liens with respect to any such assessments, fees or other
      charges have been filed and no claims are being asserted with respect to
      any such taxes, assessments, fees or other charges.

            (p) The Borrower and its Subsidiaries maintain insurance with
      financially sound and reputable insurance companies against such losses
      and risks and in such amounts as is customarily maintained by companies
      engaged in the same or similar businesses operating in the same or similar
      locations; and neither of the Borrower nor any of its Subsidiaries thereof
      has any reason to believe that it will not be able to renew its existing
      insurance coverage as and when such coverage expires or to obtain similar
      coverage from similar insurers as may be necessary to continue its
      business at a cost that would not have a Material Adverse Effect.

            (q) No Subsidiary of the Borrower is currently contractually
      prohibited, directly or indirectly, from paying any dividends to the
      Borrower, from making any other distribution on such Subsidiary's capital
      stock, from repaying to the Borrower any loans or advances to such
      Subsidiary from the Borrower or from transferring any of such Subsidiary's
      property or assets to the Borrower or any other Subsidiary of the
      Borrower, except in connection with the consummation of the transactions
      contemplated in the Offering Memorandum.

            (r) The Borrower and its Subsidiaries (i) have made all declarations
      and filings with and possess all licenses, certificates, permits,
      concessions and other authorizations issued by Government Authorities and
      (ii) neither the Borrower nor any of its Subsidiaries has received notice
      or has knowledge of any limitation, restriction,

                                       24
<PAGE>

      requirement, without limitation, any revocation or modification (actual,
      pending or threatened) of any such license, certificate, permit,
      concessions or authorization or has any reason to believe that any such
      license, certificate, permit, concessions or authorization will not be
      renewed, except, in respect of the matters contemplated in clauses (i) and
      (ii), to the extent that failure to do so could not reasonably be expected
      to have a Material Adverse Effect.

            (s) The Borrower and its Subsidiaries maintain a system of internal
      accounting controls sufficient to provide reasonable assurance that (i)
      transactions are executed in accordance with management's general or
      specific authorizations, (ii) transactions are recorded as necessary to
      permit preparation of financial statements in accordance with Argentine
      GAAP and to maintain asset accountability, (iii) access to assets is
      permitted only in accordance with management's general or specific
      authorization and (iv) the recorded accountability for assets is compared
      with the existing assets at reasonable intervals and appropriate action is
      taken with respect to any differences.

            (t) Except as set forth in the Offering Memorandum, the Borrower and
      its Subsidiaries (i) are in compliance with any and all applicable
      foreign, federal, state and local Environmental Laws, (ii) have received
      and are in compliance with all permits, licenses or other approvals
      required of them under the applicable Environmental Laws to conduct their
      respective businesses and (iii) have not received written notice of any
      actual or potential liability for the investigation or remediation of any
      disposal or release of hazardous or toxic substances or wastes, pollutants
      or contaminants, except for any aggregate noncompliance or actual or
      potential liabilities in respect of the matters contemplated in clauses
      (i), (ii) and (iii) above reasonably could not be expected to have a
      Material Adverse Effect.

            (u) In the ordinary course of its business, the Borrower reviews as
      necessary the effect of Environmental Laws on its business, operations and
      properties and its respective Subsidiaries, in the course of which it
      identifies and evaluates associated costs and liabilities (including,
      without limitation, any capital or operating expenditures required for
      clean-up, closure of properties or compliance with Environmental Laws, or
      any permit, license or approval, any related constraints on operating
      activities and any potential liabilities to third parties). On the basis
      of such review, the Borrower has reasonably concluded that such associated
      costs and liabilities could not, singly or in the aggregate, have a
      Material Adverse Effect.

            (v) The Borrower and its Subsidiaries own, possess, license or have
      other rights to use, on reasonable terms, all patents, patent
      applications, trade and service marks, trade and service mark
      registrations, trade names, copyrights, licenses, inventions, trade
      secrets, technology, know-how and other intellectual property necessary
      for the conduct of the business of the Borrower as now conducted or as
      described in the Offering Memorandum to be conducted by them and neither
      the Borrower nor any of its Subsidiaries has received any written notice
      of infringement or of conflict with asserted rights of others with respect
      to any of the foregoing which, singly or in the aggregate, if

                                       25
<PAGE>

      the subject of an unfavorable decision, ruling or funding, could
      reasonably be expected to result in any Material Adverse Effect.

            (w) To ensure the legality, validity, enforceability or
      admissibility into evidence of this Agreement, the Additional Transaction
      Documents or any other documents executed thereunder, it is not necessary
      that any such document be filed or recorded with any court or other
      authority in Argentina (other than such authorizations or filings that
      have already been obtained or made, as applicable), or that any stamp or
      similar tax be paid in Argentina on or in respect of any such document.

            (x) The Borrower is subject to civil and commercial law in respect
      of its obligations hereunder and under the Additional Transaction
      Documents and neither the Borrower, nor is any of its properties, assets
      or revenues is subject to any right of immunity under Argentine, United
      States federal law or New York law from (i) any legal action, suit or
      proceeding, (ii) the giving of any relief in any such legal action, suit
      or proceeding, (iii) set-off or counterclaim, (iv) the jurisdiction of any
      Argentine, State of New York or United States federal court, (v) service
      of process, attachment upon or prior to judgment, or attachment in aid of
      execution of judgment, or (vi) execution of a judgment, or other legal
      process or proceeding for the giving of any relief or for the enforcement
      of a judgment, in any such court with respect to its obligations,
      liabilities or any other matter under or arising out of or in connection
      herewith.

            (y) Both presently and immediately after giving effect to the
      transactions contemplated hereunder, the Borrower (i) is and will be able
      to pay any of its debts as they become due and (ii) is not insolvent as
      defined under applicable Argentine bankruptcy, insolvency or similar law.

            (z) There are no Argentine taxes on or by virtue of the execution or
      delivery of any of the Additional Transaction Documents by any of the
      parties thereto or any other document to be furnished hereunder or
      thereunder or the consummation of any of the transactions described
      therein. Except as described in the Offering Memorandum (or as may relate
      to payments due by the Borrower under any of the Additional Transaction
      Documents to which it is a party), payments to be made by the Borrower or
      any other party to any of the Additional Transaction Documents pursuant to
      such documents will not be subject to taxes (not including taxes imposed
      on net income) of the United States, Argentina, or any other jurisdiction
      from which payments are made by the Borrower or any other party to any of
      the Additional Transaction Documents. There are no stamp or other issuance
      or transfer taxes or duties or other similar fees or charges imposed by
      the United States or Argentina that are required to be paid in connection
      with the execution and delivery of any of the Additional Transaction
      Documents or the consummation of any of the other transactions described
      therein.

                                       26
<PAGE>

                                   ARTICLE V

                            COVENANTS OF THE BORROWER

            SECTION 5.01. Affirmative Covenants. (a) Provision of Financial
Statements. The Borrower shall furnish or cause to be furnished to the Lender
the following information:

            (i) an annual compliance statement as to the performance of the
      Borrower of its obligations under this Agreement and as to any Default in
      such performance;

            (ii) annual reports of the Borrower in Spanish, and a free
      translation to English thereof, which shall include audited fiscal
      year-end consolidated financial statements prepared in conformity with
      Argentine GAAP and substantially in the form prescribed by Argentine
      regulatory authorities (whether or not the Borrower is a public reporting
      company at the time), together with a report of Price Waterhouse & Co. or
      another independent public accounting firm of recognized international
      standing, not later than 120 days after the end of the most recently
      completed fiscal year;

            (iii) quarterly reports of the Borrower in Spanish, and a free
      translation to English thereof, which shall include unaudited interim
      consolidated financial statements prepared in conformity with Argentine
      GAAP and substantially in the form prescribed by Argentine regulatory
      authorities (whether or not the Borrower is a public reporting company at
      the time), together with a limited review report prepared by Price
      Waterhouse & Co. or another independent accounting firm of recognized
      international standing, not later than 70 days after the end of the most
      recently completed fiscal quarter (unless the end of such fiscal quarter
      is also the end of a fiscal year);

            (iv) notices in English of all shareholders' meetings and other
      material public reports and public communications, if any, that are
      distributed by the Borrower to its shareholders generally or required to
      be filed by the Borrower with any public stock exchange or securities
      regulatory authority in Argentina or elsewhere.

            (v) The Lender shall, not later than two (2) Business Days upon
receipt of any such information set forth in clauses (i) to (iv) above, send to
the Buenos Aires Stock Exchange any such documentation so that it may be
available to the Noteholders.

            (b) Performance of Obligations. The Borrower shall duly and
punctually pay all amounts owed by it and comply with all its other obligations
under the applicable terms of this Agreement and the Additional Transaction
Documents in accordance with the terms hereof and thereof.

            (c) Maintenance of Corporate Existence. The Borrower shall, and
shall cause each of its Subsidiaries to, maintain in effect its corporate
existence and all registrations necessary therefor and take all reasonable
actions to maintain all rights, privileges, titles to property, franchises,
concessions and the like necessary or desirable in the normal conduct of its
business, activities or operations; provided, however, that this Section 5.01(c)
shall not require the Borrower or any of its Subsidiaries to maintain any such
right, privilege, title to property or franchise or the like or require the
Borrower to preserve the corporate existence of any

                                       27
<PAGE>

Subsidiary, if (i) such action is permitted under Section 5.02(e) or (ii) the
failure to do so does not, and could not reasonably be expected to, have a
Material Adverse Effect or have a material adverse effect on the rights of the
Lender hereunder or under any Additional Transaction Document to which the
Borrower is a party; provided further that any actions taken in connection with
the compliance by the Borrower, or any of its Subsidiaries, with any resolution
adopted by Argentina's antitrust authorities in connection with the approval of
the alliance between AmBev and the Borrower that would result in the sale,
conveyance, transfer or disposition of any rights, privileges, titles to
property, franchises, concessions and the like that would affect the corporate
existence of any entity, shall not contravene the terms of this Section 5.01(c).

            (d) Maintenance of Properties. The Borrower shall, and shall cause
each of its Subsidiaries to, keep all its property used or useful in the conduct
of its business in good working order and condition, ordinary wear and tear
excepted; provided, however, that this Section 5.01(d) shall not require the
Borrower or any of its Subsidiaries to maintain any such right, privilege, title
to property or franchise if the failure to do so does not, and could not
reasonably be expected, to have a Material Adverse Effect or have a material
adverse effect on the rights of the Lender or under any Additional Transaction
Document to which the Borrower is a party; provided further that any actions
taken in connection with the compliance by the Borrower, or any of its
Subsidiaries, of any resolution adopted by Argentina's antitrust authorities in
connection with the approval of the alliance between AmBev and the Borrower and
that would result in the sale, conveyance, transfer or disposition of any such
property, shall not contravene the terms of this Section 5.01(d).

            (e) Compliance with Laws. The Borrower shall comply, and shall cause
each of its Subsidiaries to comply, with all applicable laws, rules,
regulations, orders and directives of any Government Authority having
jurisdiction over the Borrower, the Borrower's businesses or any of the
transactions contemplated herein, except where the failure so to comply could
not reasonably be expected to have a Material Adverse Effect or have a material
adverse effect on the rights of the Lender hereunder.

            (f) Maintenance of Government Approvals. The Borrower shall, and
shall cause each of its Subsidiaries to, duly obtain and maintain in full force
and effect all governmental approvals, consents or licenses of any Government
Authority under the laws of Argentina or any other jurisdiction having
jurisdiction over the Borrower necessary in all cases for the Borrower or its
Subsidiaries to perform its obligations under the Additional Transaction
Documents to which it is a party (including, without limitation, any
authorization required to obtain and transfer U.S. dollars or any other currency
which at that time is legal tender in the United States, out of Argentina in
connection with this Agreement) or for the validity or enforceability thereof,
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect or have a material adverse effect on the rights of the
Lender hereunder.

            (g) Payments of Taxes and Other Claims. The Borrower shall, and
shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all Taxes levied or
imposed upon the Borrower or such Subsidiary, as the case may be, and (ii) all
lawful claims for labor, materials and supplies which, if unpaid,

                                       28
<PAGE>

might by law become a Lien upon the property of the Borrower or such Subsidiary,
as the case may be; provided, however, that neither the Borrower nor any
Subsidiary shall be required to pay or discharge or cause to be paid or
discharged any such Tax or claim (x) the amount, applicability or validity of
which is being contested in good faith and, if appropriate, by appropriate legal
proceedings, and for which adequate reserves, if applicable, have been
established on the financial statements of the Borrower or such Subsidiary, as
applicable, or (y) where the failure to do so does not and could not reasonably
be expected to have a Material Adverse Effect or a material adverse effect on
the rights of the Lender under this Agreement or any Additional Transaction
Document.

            (h) Maintenance of Insurance. The Borrower shall, and shall cause
each of its Subsidiaries to, maintain insurance with financially sound and
reputable insurance companies in such amounts and covering such risks as is
customarily maintained by companies engaged in the same or similar businesses
operating in the same or similar locations.

            (i) Maintenance of Books and Records. The Borrower shall, and shall
cause each of its Subsidiaries to, maintain books, accounts and records in
accordance with Argentine GAAP, unless (i) it is otherwise doing so under U.S.
generally accepted accounting principles in accordance with its status as a
foreign private issuer under U.S. law or otherwise or (ii) in the case of such
Subsidiaries, under generally accepted accounting principles in the jurisdiction
where each such Subsidiary is organized.

            (j) Maintenance of Office or Agency. The Borrower shall maintain an
office or agency in the Borough of Manhattan, The City of New York, where
notices to and demands upon the Borrower in respect of this Agreement may be
served.

            (k) Ranking. The Borrower shall ensure that the Loan shall
constitute general unsecured and unsubordinated Indebtedness of the Borrower and
shall rank pari passu with all other present and future unsecured and
unsubordinated Indebtedness of the Borrower (other than obligations preferred by
statute, by operation of law or pursuant to arrangements among holders of such
Indebtedness Outstanding on the Issue Date) that are not, by their terms,
expressly subordinated in right of payment to the obligations of the Borrower
under this Agreement.

            (l) Notice of Certain Events. The Borrower shall give notice to the
Lender, as soon as is practicable and in any event within ten days after a
Responsible Officer becomes aware or should reasonably become aware, of the
occurrence of any Default, accompanied by a certificate of a Responsible Officer
setting forth the details of such Default and stating what action that the
Borrower has taken or proposes to take with respect thereto. Any notice given by
the Borrower to the Lender pursuant to this paragraph (l) shall, not later than
two (2) Business Days after receipt thereof, be sent by the Lender to the Buenos
Aires Stock Exchange so that it may be available to the Noteholders.

            (m) Further Actions. The Borrower shall, at its own cost and
expense, and shall cause its Subsidiaries to, at their own cost and expense,
satisfy any condition or take any action (including the obtaining or effecting
of any necessary consent, approval, authorization, exemption, filing, license,
order, recording or registration) at any time required, as may be necessary or
as the Lender may reasonably request, in accordance with applicable laws and/or

                                       29
<PAGE>

regulations, to be taken, fulfilled or done in order (i) to enable the Borrower
to lawfully enter into, exercise its rights and perform and comply with its
obligations under this Agreement and each of the Additional Transaction
Documents to which it is a party, (ii) to ensure that the Borrower's obligations
under this Agreement and each of the Additional Transaction Documents to which
it is a party are legally binding and enforceable, (iii) to make this Agreement
and each of the Additional Transaction Documents to which it is a party
admissible in evidence in the courts of the State of New York or Argentina, (iv)
to enable the Lender to exercise and enforce its rights under and carry out the
terms, provisions and purposes of this Agreement and each of the Additional
Transaction Documents to which it is a party, (v) to take any and all action
necessary to preserve the enforceability of, and maintain the Lender's rights
under this Agreement and each of the Additional Transaction Documents to which
it is a party and (vi) to assist the Lender in its performance of its
obligations under this Agreement and each of the Additional Transaction
Documents to which it is a party. The Borrower acknowledges that the Financial
Trustee will pledge all of its right, title and interest in the Credit Agreement
and the Loan, including any promissory note or reconocimiento de deuda delivered
by the Borrower thereunder to the Trust Notes Trustee for the benefit of the
Noteholders and the Borrower hereby agrees to take all actions reasonably
requested by the Lender to perfect such Lien.

            SECTION 5.02. Negative Covenants. (a) Liens. The Borrower shall not,
nor shall it cause or permit any of its Subsidiaries, to Incur any Indebtedness
secured by a Lien upon any Specified Property now owned or hereafter acquired,
without making effective provision for all amounts due under the this Agreement
to be directly secured equally and ratably pursuant to a perfected Lien with
(or, if the obligation or liability to be secured by such Lien is subordinated
in right of payment to the Loan, prior to) the obligation or liability secured
by such Lien, except for Permitted Liens.

            (b) Indebtedness. The Borrower shall not, nor shall it permit any of
its Subsidiaries to, directly or indirectly, Incur any Indebtedness unless, on
the date of such Incurrence and after giving effect thereto, (A) no Default
shall have occurred and be continuing and (b) the Indebtedness to Adjusted
EBITDA Ratio at the date of such Incurrence, calculated on a pro forma basis to
take into account the Incurrence of the Indebtedness proposed to be Incurred, is
no more than 3.0 to 1.0.

            (c) Consolidations, Merger, Sale or Conveyance. The Borrower shall
not, nor shall it permit any of its Subsidiaries, in one or a series of
transactions, to consolidate or amalgamate with or merge with or into or sell,
convey, lease or transfer all or substantially all of its respective properties
or assets to any Person (other than a Subsidiary of the Borrower) permit any
Person (other than a Subsidiary of the Borrower) to merge with or into it
unless:

            (i) if the Borrower is a party to such transaction, either the
      Borrower is the continuing entity or the Person formed by such
      consolidation or into which the Borrower is merged or that acquired or
      leased such property or assets of the Borrower will be a company organized
      and validly existing under the laws of Argentina or the United States;

            (ii) the successor company (jointly and severally with the Borrower
      unless the Borrower shall have ceased to exist as part of such merger,
      consolidation or amalgamation) agrees to indemnify the Lender against any
      Tax thereafter imposed on the

                                       30
<PAGE>

      Lender solely as a consequence of such consolidation, merger, conveyance,
      transfer or lease with respect to the payment of principal of, or interest
      on, the Loan;

            (iii) immediately after giving effect to the transaction, no Default
      shall have occurred and be continuing;

            (iv) the Borrower shall have delivered to the Lender an Officers'
      Certificate and an Opinion of Counsel, each stating that the transaction
      and the acknowledgment or amendment agreement, if applicable, comply with
      the terms of this Agreement and that all conditions precedent provided for
      in this Agreement and relating to such transaction have been complied with
      (or waived in accordance with Section 7.01);

            (v) immediately after giving effect to the transaction or series of
      transactions on a pro forma basis, the Borrower or its Subsidiary, as
      applicable, or the surviving entity, as the case may be, shall be able to
      Incur at least U.S.$1.00 of additional Indebtedness without violating
      Section 5.02(b).

            (vi) Notwithstanding anything to the contrary in the foregoing, so
      long as no Default shall have occurred and be continuing at the time of
      such proposed transaction or would result therefrom:

                  (A) the Borrower may merge or consolidate with or into, or
            convey, transfer, lease or otherwise dispose of assets to a
            Subsidiary of the Borrower in cases when the Borrower is the
            surviving entity in such transaction and such transaction would not
            have a Material Adverse Effect on the Borrower and its Subsidiaries
            taken as a whole, it being understood that if the Borrower is not
            the surviving entity, the Borrower shall be required to comply with
            the requirements set forth in the previous paragraph; or

                  (B) any Subsidiary of the Borrower may merge or consolidate
            with or into, or convey, transfer, lease or otherwise dispose of
            assets to, any Person (other than the Borrower or any of its
            Subsidiaries or Affiliates) in cases when such transaction would not
            have a Material Adverse Effect on the Borrower and its Subsidiaries
            taken as a whole; or

                  (C) any Subsidiary of the Borrower may merge or consolidate
            with or into, or convey, transfer, lease or otherwise dispose of
            assets to, any other direct or indirect Subsidiary of the Borrower;
            or

                  (D) any Subsidiary of the Borrower may liquidate or dissolve
            if the Borrower determines in good faith that such liquidation or
            dissolution is in the best interests of the Borrower, and would not
            result in a Material Adverse Effect on the Borrower and its
            Subsidiaries taken as a whole and if such liquidation or dissolution
            is part of a corporate reorganization of the Borrower.

            (vii) Notwithstanding the foregoing, neither this Section nor any
      other provision in this Agreement shall restrict or prohibit any
      transactions relating to the compliance by the Borrower, its Affiliates or
      any of its Subsidiaries of any resolution

                                       31
<PAGE>

      adopted by Argentina's antitrust authorities in connection with the
      approval of the alliance between AmBev and the Borrower as described in
      the Offering Memorandum.

            (d) Sale and Lease-Back Transactions. The Borrower shall not, and
shall not permit any of its Subsidiaries to, enter into any Sale and Lease-Back
Transaction with respect to any Specified Property (other than (i) transactions
providing for a lease term, including any renewal, of not more than three years
and (ii) transactions between the Borrower and any of its Subsidiaries or
between the Borrower's Subsidiaries), unless the Borrower or that Subsidiary
shall apply or cause to be applied, in the case of a sale or transfer for cash,
an amount equal to the net proceeds thereof and, in the case of a sale or
transfer otherwise than for cash, an amount equal to the Fair Market Value of
the Specified Property so leased, to the retirement, within 12 months after the
effective date of the Sale and Lease-Back Transaction, of Indebtedness of the
Borrower ranking at least pari passu with the Loan and owing to a person other
than the Borrower or any of its Subsidiaries or to the construction or
improvement of real property or personal property used by the Borrower or any of
its Subsidiaries in the ordinary course of business or Indebtedness of a
Subsidiary of the Borrower.

            (e) Transactions with Affiliates. (i) The Borrower shall not, nor
shall it permit any of its Subsidiaries to, enter into or carry out (or agree to
enter into or carry out) any transaction, including, without limitation, any
purchase, sale, lease or exchange of property or the rendering of any service,
with any Affiliate (an "AFFILIATE TRANSACTION") unless such transaction:

            (A) is otherwise not prohibited under this Agreement; and

            (B) is upon terms no less favorable to the Borrower or such
      Subsidiary than would be obtained in a comparable arm's length transaction
      with a Person or entity that is not an Affiliate.

            (ii) The foregoing restrictions will not limit and shall not apply
to: (A) any transaction solely between or among the Borrower or any Subsidiary
thereof so long as the consummation of any such transaction could not reasonably
be expected to have a Material Adverse Effect or a material adverse effect on
the rights of the Lender; and (B) any transaction arising under any agreement,
contract, instrument or arrangement in existence on the Issue Date and any
modifications, extension or renewals thereto that are not materially less
favorable, taken as a whole, to the Lender in any material respect than such
agreement, contract or instrument or arrangement as in effect on the Issue Date.

            (f) Use of Proceeds. The Borrower shall use the net proceeds from
the Loan solely to refinance its Indebtedness as described in the "Use of
Proceeds" and "Capitalization" sections in the Offering Memorandum.

                                       32
<PAGE>

                                   ARTICLE VI

                                EVENTS OF DEFAULT

            SECTION 6.01. Events of Default. Each of the following constitutes
an Event of Default:

            (a) (i) the Borrower shall fail to pay all or any portion of the
      principal amount of, or premium, if any, on the Loan when the same becomes
      due and payable, or the Financial Trustee shall fail to pay any or any
      portion of the principal amount of, or premium, if any, on the Trust Notes
      when the same becomes due and payable, in each case whether at a scheduled
      Principal Payment Date, at maturity or upon acceleration, prepayment,
      optional prepayment, required prepayment or otherwise, when the same shall
      become due and in the place of payment and currency of payment originally
      agreed;

            (b) (i) the Borrower shall fail to pay any interest or other amount
      (including Additional Amounts) on or with respect to the Loan or (ii) the
      Financial Trustee shall fail to pay any interest or other amount
      (including Additional Amounts) on or with respect to the Trust Notes when
      the same becomes due and payable, in each case within 30 days after the
      due date thereof and in the place of payment and currency of payment
      originally agreed (excluding any premium or other amount payable in
      respect of the principal amount of the Loan or the Trust Notes, as the
      case may be, upon any prepayment, which shall be subject to clause (a) of
      this Section 6.01);

            (c) failure by the Borrower to comply, or to ensure that its
      Subsidiaries comply, or any of such Subsidiaries shall fail to comply, to
      the extent applicable, as if they were direct parties thereto (whether or
      not the Borrower is able to ensure such compliance) with Section 5.02(c);

            (d) the Borrower shall fail to comply (or to cause its Subsidiaries
      to comply), to the extent applicable, as if they were direct parties
      thereto (whether or not either of the Borrower is able to ensure such
      compliance) with any of the covenants or agreements set forth in this
      Agreement or the Additional Transaction Documents to which it is a party
      (other than as contemplated in clauses (a), (b) and (c) of this Section
      6.01) and such failure continues for 60 days after receipt by the Borrower
      from the Lender of written notice thereof (which notice shall specify the
      Default, demand that it be remedied and state that it is a "Notice of
      Default");

            (e) the Borrower shall (i) default in the payment of principal of,
      premium or interest on, any note, bond, coupon or other instrument
      evidencing Indebtedness for money borrowed in an amount equal to or in
      excess of U.S.$25 million (or its foreign currency equivalent at the
      time), when and as the same shall become due and payable, if such default
      shall continue for more than the period of grace, if any, originally
      applicable thereto and the time for payment of such amount has not been
      effectively extended, or (ii) default in the observance of any other terms
      and conditions relating to any such Indebtedness for money borrowed or
      raised, if the effect of such default is to cause such Indebtedness to
      become due prior to its maturity;

                                       33
<PAGE>

            (f) one or more final and non-appealable judgments or orders for the
      payment of money in excess of U.S.$25 million (or its equivalent in any
      other currency), either individually or in the aggregate for all such
      final judgments or orders, shall be rendered against the Borrower or any
      of its respective properties and shall not be paid or discharged, and
      there shall have been a period of 45 days following entry of such final
      judgment or order;

            (g) the Borrower shall fail to make an offer to repurchase the Trust
      Notes pursuant to Section 2.05(b);

            (h) (i) the Borrower shall commence any case, proceeding or other
      action (x) under any existing or future law of any jurisdiction, domestic
      or foreign, relating to bankruptcy, insolvency, reorganization or relief
      of debtors, seeking to have an order for relief entered with respect to
      it, or seeking to adjudicate it bankrupt or insolvent, or seeking
      reorganization, arrangement, adjustment, winding-up, liquidation,
      dissolution, composition or other relief with respect to it or its debts,
      or (y) seeking appointment of a receiver, trustee, sindico, custodian,
      conservator or other similar official for it or for all or any substantial
      part of its assets, or the Borrower shall make a general assignment for
      the benefit of its creditors; or (ii) there shall be commenced against the
      Borrower, any case, proceeding or other action of a nature referred to in
      clause (i) above which (A) results in the entry of an order for relief or
      any such adjudication or appointment or (B) remains undismissed,
      undischarged or unbonded for a period of sixty days; or (iii) there shall
      be commenced against the Borrower, any case, proceeding or other action
      seeking issuance of a warrant of attachment, execution, distraint or
      similar process against all or any substantial part of its assets which
      results in the entry of an order for any such relief in excess of U.S.$25
      million (or its equivalent in any other currency) which shall not have
      been vacated, discharged, or stayed or bonded pending appeal within sixty
      days from the entry thereof; or (iv) the Borrower shall take any action in
      furtherance of, or indicating its consent to, approval of, or acquiescence
      in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v)
      the Borrower shall generally not, or shall be unable to, or shall admit in
      writing its inability to, pay its debts as they become due;

            (i) all or a material portion of the property of the Borrower and
      its Subsidiaries taken as a whole shall be condemned, seized or otherwise
      appropriated, or custody of such property shall be assumed by any
      Government Authority, or the Borrower and its Subsidiaries taken as a
      whole shall be prevented from exercising normal control over all or a
      material part of their collective property and such default is not
      remedied in the 30 days after it occurs;

            (j) any document executed in connection with the Loan (including,
      without limitation, this Agreement and the Additional Transaction
      Documents) shall be challenged by (x) any of the parties thereto (or any
      such party shall deny or disaffirm any of its obligations thereunder) or
      (y) any other Person, by means of judicial or administrative action
      seeking to invalidate or declare unenforceable the agreements listed above
      or any Lien relating thereto granted in favor of the Lender at any time or
      any of the rights of the Lender thereunder or the Borrower, and any
      government authority shall have taken any injunctive relief or any other
      action in response thereto which in the case of

                                       34
<PAGE>

      challenge by any Person (other than the Borrower) is materially adverse to
      the rights of the Lender or other parties to, or beneficiaries of, the
      Additional Transaction Documents; provided, however, that the Borrower or
      any other party to the Additional Transaction Documents shall be unable to
      obtain a reversal on such injunctive relief or shall be unable to achieve
      the discontinuation of any other actions described above 90 days after the
      granting of such injunctive relief or the commencement of such actions;

            (k) this Agreement or any Additional Transaction Document shall be
      invalidated or declared unenforceable , to the extent it is materially
      adverse to the rights of the Lender or other parties to, or beneficiaries
      of, the Additional Transaction Documents; or

            (l) any provision of the documents executed in connection with the
      Loan (including, without limitation, this Agreement and the Additional
      Transaction Documents) shall for any reason cease to be valid and binding
      on or enforceable against any party thereto in accordance with its terms,
      or the assets subject thereto or any Liens created in favor of the Lender
      shall become unperfected or no longer constitute a security interest in
      the assets covered thereby, or any judicial action shall prevent or delay
      the performance or observance by the Borrower of any of their respective
      material obligations under such documents, in any such case, which shall
      have a Material Adverse Effect or a material adverse effect on the rights
      of the Lender or the other parties to the Additional Transaction
      Documents.

            Upon the occurrence and during the continuance of any Event of
Default, other than an Event of Default as described in (h) or (i) above, if the
Trust Notes have been accelerated in accordance with their terms, the Lender
shall, by notice to the Borrower, declare the principal of the Loan, all
interest thereon and all other amounts payable hereunder and thereunder to be
forthwith due and payable, whereupon the principal of the Loan, 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 expressly waived by the Borrower; provided, however, that any time after a
declaration of acceleration has occurred and before a judgment for payment of
the money due has been obtained by the Lender, the Lender may, by written notice
to the Borrower, rescind and annul such declaration and its consequences if the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction; provided, however, that in the case of an Event of
Default described in (h) or (i) above, the principal of the Loan, all such
interest and all such other amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of
which are expressly waived by the Borrower.

            A Default under clause (d) is not an Event of Default until the
Lender notifies the Borrower in writing of the Default and the Borrower does not
cure such Default within the time specified after receipt of such notice. Such
notice must specify the Default, demand that it be remedied and state that such
notice is a "Notice of Default".

            The Borrower shall deliver to the Lender, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any event that on the date of such

                                       35
<PAGE>

notice with the giving of notice or the lapse of time or both would become an
Event of Default, its status and what action the Borrower is taking or proposes
to take with respect thereto.

                                   ARTICLE VII

                                  MISCELLANEOUS

            SECTION 7.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Lender (and, in the case of an amendment, the Borrower), and
then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.

            SECTION 7.02. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telegraphic, telecopy or
telex communication) and telegraphed, telecopied, telexed or delivered, if to
the Borrower, at its address at 12 de Octubre y Gran Canaria 1878, B1878AAB,
Quilmes, Buenos Aires, Argentina, Attention: Francisco Cressall (telefax: +54 11
4349-1858); if to the Branch of Citibank N.A. established in the Republic of
Argentina, as the initial Lender, at its address at Bartolome Mitre 530,
C1036AAJ, Buenos Aires, Argentina, Attention: Adrian Scosceria (telefax: +54 11
4329-1029); if to the Financial Trustee, in its capacity as the Lender, at its
address at Victoria Ocampo 360, Piso 8(0), C1107BGA, Buenos Aires, Argentina,
Attention: Florencia Regueiro (telefax: +54 11 4320-0576); or, as to any party,
at such other address as shall be designated by such party in a written notice
to the other parties. All such notices and other communications shall, when
delivered by reputable courier service, telegraphed, telecopied or telexed, be
effective when deposited with a reputable courier service, delivered to the
telegraph company, transmitted by telecopier or confirmed by telex answerback,
respectively. Delivery by telecopier of an executed counterpart of any amendment
or waiver of any provision of this Agreement or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of an original
executed counterpart thereof.

            SECTION 7.03. No Waiver; Remedies. No failure on the part of the
Lender to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.

            SECTION 7.04. Costs and Expenses. (a) The Borrower agrees to pay on
demand (i) all costs and expenses of the Lender in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Agreement and the Additional Transaction Documents (including, without
limitation, (A) all due diligence, collateral review, syndication,
transportation, computer, duplication, appraisal, audit, insurance, consultant,
search, filing and recording fees and expenses and (B) the reasonable fees and
expenses of counsel for the Lender with respect thereto, with respect to
advising the Lender as to their rights and responsibilities, or the perfection,
protection or preservation of rights or interests, under this Agreement and the
Additional Transaction Documents, with respect to negotiations with the

                                       36
<PAGE>

Borrower or any of its Subsidiaries or with other creditors of the Borrower or
any of its Subsidiaries arising out of any Event of Default or any events or
circumstances that may give rise to an Event of 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 Lender
in connection with the enforcement of this Agreement and the Additional
Transaction Documents, whether in any action, suit or litigation, or any
bankruptcy, insolvency or other similar proceeding affecting creditors' rights
generally (including, without limitation, the reasonable fees and expenses of
counsel with respect thereto). The total aggregate amount of cost and expenses
payable by the Borrower under this Section 7.04 shall be limited to the amount
agreed upon between the Borrower and the Lender.

            (b) The Borrower agrees to indemnify, defend and save and hold
harmless the Lender and each of its Affiliates and their respective officers,
directors, employees, agents and advisors (each, an "INDEMNIFIED PARTY") from
and against, and shall pay on demand, any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation or proceeding or preparation of a defense in connection therewith)
the actual or proposed use of the proceeds of the Loan, this Agreement and the
Additional Transaction Documents or any of the transactions contemplated
thereby, 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. In the case of an investigation, litigation or other proceeding to
which the indemnity in this Section 7.04(b) applies, such indemnity shall be
effective whether or not such investigation, litigation or proceeding is brought
by the Lender, its directors, shareholders or creditors or an Indemnified Party,
whether or not any Indemnified Party is otherwise a party thereto and whether or
not the Transaction is consummated. The Borrower also agrees not to assert any
claim against the Lender or any of its Affiliates, or any of their respective
officers, directors, employees, agents and advisors, on any theory of liability,
for special, indirect, consequential or punitive damages arising out of or
otherwise relating to the actual or proposed use of the proceeds of the Loan,
this Agreement and the Additional Transaction Documents or any of the
transactions contemplated thereby.

            (c) If the Borrower fails to pay when due any costs, expenses or
other amounts payable by it under this Agreement and the Additional Transaction
Documents, including, without limitation, fees and expenses of counsel and
indemnities, such amount may be paid on behalf of the Borrower by the Lender, in
its sole discretion.

            (d) Without duplication of any amount required to be paid by the
Borrower under Section 2.08, the Borrower hereby agrees to indemnify the
Financial Trustee (i) in its capacity as Lender hereunder for all Taxes (other
than those described in Section 2.08(b)(iii) or (iv)); and (ii) in its capacity
as Issuer, under the Trust Notes Indenture, for all Taxes (other than those
described in Section 2.08(b)), in each case regardless of whether such Taxes are
imposed on or owing by (x) the Trust or (y) the Financial Trustee.

                                       37
<PAGE>

            (e) Without prejudice to the survival of any other agreement of the
Borrower hereunder or any Additional Transaction Documents to which it is a
party, the agreements and obligations of the Borrower contained in Section 2.08
and this Section 7.04 shall survive the payment in full of principal, interest
and all other amounts payable hereunder or under any Additional Transaction
Document.

            SECTION 7.05. Waiver of Set-off. The Lender waives any right of
setoff, counterclaim, deduction, diminution or abatement based upon any claim it
may have against the Borrower under this Agreement or under any Additional
Transaction Document.

            SECTION 7.06. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower and the Lender and thereafter
shall be binding upon and inure to the benefit of the Borrower, the Lender and
their respective successors and permitted 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 the Lender.

            SECTION 7.07. Permitted Assignments. The Lender may not assign its
rights and obligations under this Agreement, the Expense Agreement or any other
Additional Transaction Document to any Person, except that (a) the Branch of
Citibank N.A. established in the Republic of Argentina, as the initial Lender,
shall, on the Issue Date immediately after execution hereof, assign its rights
and obligations hereunder the other Additional Transaction Documents to the
Financial Trustee as provided under the Assignment Agreement; provided, however,
that such assignment shall comply with the terms of Section 72 of Argentine Law
No. 24,441 and (b) upon the occurrence and during the continuance of an Event of
Default, the Financial Trustee may assign its rights and obligations hereunder
and under the Expense Agreement and the other Additional Transaction Documents,
in each case in its capacity as the Lender, to the Trust Notes Trustee on behalf
of the Noteholders.

            SECTION 7.08. Currency Rate Indemnity. The Borrower agrees that, if
a judgment or order made by any court for the payment of any amount in respect
of any of its obligations under, or with respect to, this Agreement or the Loan
is expressed in a currency other than U.S. dollars, the Borrower will indemnify
the Lender against any deficiency arising from any variation in rates of
exchange between the date as of which the denomination currency is notionally
converted into the judgment currency for the purposes of the judgment or order
and the date of actual payment. This indemnity will constitute a separate and
independent obligation from the Lender's other obligations under this Agreement,
will give rise to a separate and independent cause of action, will apply
irrespective of any waiver of any other provision hereunder granted from time to
time and will continue in full force and effect notwithstanding any judgment or
order for a liquidated sum or sums in respect of amounts due in respect of the
Loan or under any such judgment or order.

            SECTION 7.09. Foreign Exchange Restrictions. In the event of any
foreign exchange restriction or prohibition in Argentina, the Borrower shall
make any and all payments in respect of interest on or principal of the Loan, to
the extent permitted by applicable law, in U.S. dollars by:

                                       38
<PAGE>

            (i) purchasing, with pesos (or other legal currency of Argentina),
      "Bonos Externos Globales de la Republica Argentina" or other public
      securities issued by Argentina and payable in U.S. dollars, and selling
      such instruments outside of Argentina for U.S. dollars; or

            (ii) any other legal mechanism for the acquisition of U.S. dollars
      in any exchange market.

            All costs and Taxes in connection with the transactions described
above shall be borne by the Borrower. The Borrower's payment obligations under
the Loan may only be deemed satisfied and discharged upon receipt by the
Borrower of the U.S. dollar amounts obtained through the transactions specified
in Clause (i) or (ii) above necessary to satisfy the relevant amount owing on
the Loan.

            SECTION 7.10. 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 telecopier shall be effective as delivery of an original executed
counterpart of this Agreement.

            SECTION 7.11. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or Federal court of
the United States sitting in the Borough of Manhattan in The City of New York,
New York, United States, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement or any of the
Additional Transaction Documents to which it is a party, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the fullest extent permitted by law, in such Federal court. Each of the parties
hereto 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. Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or proceeding
relating to this Agreement or the Additional Transaction Documents in the courts
of any jurisdiction.

            (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the
Additional Transaction Documents to which it is a party in any New York State or
Federal court. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

            (c) The Borrower has appointed CT Corporation System, 111 Eighth
Avenue, New York, New York 10011 as its authorized agent (the "AUTHORIZED
AGENT") upon whom process may be served in any suit, action or proceeding
arising out of or based upon this

                                       39
<PAGE>

Agreement or the transactions contemplated herein which may be instituted in any
state or federal court in The City of New York, New York, by the Lender, the
directors, officers, employees and agents of the Lender, or by any person who
controls any of the Lender, and expressly accepts the jurisdiction of any such
court in respect of any such suit, action or proceeding. The Borrower hereby
represents and warrants that the Authorized Agent has accepted such appointment
and has agreed to act as said agent for service of process, and the Borrower
agrees to take any and all action, including the filing of any and all documents
that may be necessary to continue such appointment in full force and effect as
aforesaid. Subject to applicable law, service of process upon the Authorized
Agent shall be deemed, in every respect, effective service of process upon the
Borrower.

            SECTION 7.12. Waiver of Immunities. To the extent that the Borrower
may in any jurisdiction claim for itself or its assets immunity from a suit,
execution, attachment, whether in aid of execution, before judgment or
otherwise, or other legal process in connection with this Agreement or the
Additional Transaction Documents and to the extent that in any jurisdiction
there may be immunity attributed to the Borrower or its assets, whether or not
claimed, the Borrower irrevocably agrees with the Lender, not to claim, and
irrevocably waives, the immunity to the full extent permitted by law.

            SECTION 7.13. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York.

            SECTION 7.14. Waiver of Jury Trial. Each of the Borrower and the
Lender irrevocably waives all right to trial by jury in any action, proceeding
or counterclaim (whether based on contract, tort or otherwise) arising out of or
relating to any of this Agreement, the Additional Transaction Documents, the
Loan, or the actions of the Lender in the negotiation, administration,
performance or enforcement hereof or thereof.

            SECTION 7.15. Payment for Consent. If the Borrower or any of its
Subsidiaries shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to the Lender for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Agreement, such consideration shall be offered to be paid to
the Lender and to each holder of the Trust Notes that so consents, waives or
agrees to amend such terms or provisions in the time frame set forth in
solicitation documents relating to such consent, waiver or amendment.

                  [Remainder of Page Intentionally Left Blank]

                                       40
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                               CERVECERIA Y MALTERIA QUILMES
                                                   S.A.I.C.A. Y G.,
                                                   as Borrower

                                               By /s/ Francis Cressall
                                                  ----------------------------
                                                  Name:  Francis Cressall
                                                  Title: Attorney-in-fact

                                               By /s/ Norberto Berdayes
                                                  ----------------------------
                                                  Name:  Norberto Berdayes
                                                  Title: Attorney-in-fact

                                               BRANCH OF CITIBANK N.A.
                                                 ESTABLISHED IN THE REPUBLIC
                                                 OF ARGENTINA,
                                                 as Lender

                                               By /s/ Ronaldo Strazzolini
                                                  ----------------------------
                                                  Name:  Ronaldo Strazzolini
                                                  Title:
<PAGE>

                                                                       EXHIBIT A

                                                                         FORM OF
                                                             NOTICE OF BORROWING

                                                                          [Date]

Branch of Citibank N.A.
    established in the Republic of Argentina,
Bartolome Mitre 530
C1036AAJ, Buenos Aires, Argentina
Attention:  Adrian Scosceria

            Ladies and Gentlemen:

            The undersigned, Cerveceria y Malteria Quilmes S.A.I.C.A. y G., an
Argentine corporation (the "Borrower"), refers to the Credit Agreement, dated as
of [ ], 2005 (as amended from time to time, the "Credit Agreement," the terms
defined therein being used herein as therein defined), among the Borrower and
the Lender, we hereby give notice, irrevocably, pursuant to Section 2.02 of the
Credit Agreement, that we request the borrowing of the Loan under the Credit
Agreement, and in that connection we set forth below the information relating to
the borrowing (the "Proposed Borrowing") as required by Section 2.02 of the
Credit Agreement:

      (i)   The Issue Date of the Proposed Borrowing is ___________, 2005.

      (ii)  The aggregate principal amount of the Proposed Borrowing is
            U.S.$_______________.

      We hereby certify that the following statements are true on the date
hereof, and shall be true on the Issue Date:

            (A) The representations and warranties of the Borrower contained in
the Credit Agreement and in the Additional Transaction Documents to which it is
a party are correct in all material respects on and as of the date of the
Proposed Borrowing before and after giving effect to such Proposed Borrowing and
to the application of the proceeds therefrom, as though made on and as of such
date (other than any such representations and warranties that, by their terms,
refer to a specific date other than the date of such Proposed Borrowing, in
which case as of such specific date); and

            (B) no Default or Event of Default has occurred and is continuing,
or would result from such Proposed Borrowing or from the application of the
proceeds thereof.

                                      A-1
<PAGE>

                                       Very truly yours,

                                       CERVECERIA Y MALTERIA QUILMES
                                          S.A.I.C.A. Y G., as the Borrower under
                                          the Credit Agreement

                                       By _____________________________
                                          Name:
                                          Title:

<PAGE>

                                                                     EXHIBIT B-1

                                                                         FORM OF
                                                                 PROMISSORY NOTE

U.S.$_______________                                  Dated:  _________ __, ____

            FOR VALUE RECEIVED, the undersigned, Cerveceria y Malteria Quilmes
S.A.I.C.A. y G., an Argentine corporation (the "BORROWER"), HEREBY PROMISES TO
PAY to the order of _________________________ (the "LENDER") the principal
amount of the Advance (as defined below) owing to the Lender by the Borrower
pursuant to the Credit Agreement dated as of ________ (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"; terms defined therein, unless otherwise defined herein, being used
herein as therein defined) between the Borrower and the Lender, on the dates and
in the amounts specified in the Credit Agreement.

            The Borrower also promises to pay to the Lender interest on the
unpaid principal amount the Advance from the date such Advance is made to the
Borrower until such principal amount is paid in full, at such interest rates,
and payable at such times, as are specified in the Credit Agreement.

            Both principal and interest are payable to the Lender at the
Lender's Account in same day funds in U.S. dollars or such other coin or
currency of the United States that as at such date of payment is legal tender
for the payment of public and private debts. The Advance owing to the Lender by
the Borrower and the maturity thereof, and all payments made on account of
principal thereof, shall be recorded by the Lender and, prior to any transfer
hereof, endorsed on the grid attached hereto, which is part of this Promissory
Note; provided, however, that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the Borrower
under this Promissory Note.

            This Promissory Note is one of the notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of a single advance (the "ADVANCE") by
the Lender to the Borrower in an amount not to exceed the U.S. dollar amount
first above mentioned, the indebtedness of the Borrower resulting from such
Advance being evidenced by this Promissory Note, and (ii) contains provisions
permitting the acceleration of the maturity of the Advance upon occurrence and
during the continuance of an Event of Default and also for prepayments of the
Advance prior to the maturity thereof upon the terms and conditions therein
specified.

                                       CERVECERIA y MALTERIA QUILMES
                                          S.A.I.C.A. y G.

                                       By ______________________________
                                          Name:
                                          Title:

                                      B-1
<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                AMOUNT OF         UNPAID        NOTATION
                AMOUNT OF     PRINCIPAL PAID     PRINCIPAL        MADE
   DATE          ADVANCE        OR PREPAID        BALANCE          BY
------------  -------------  ----------------  -------------  -------------
<S>           <C>            <C>               <C>            <C>
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
____________  _____________  ________________  _____________  _____________
</TABLE>

                                      B-2

<PAGE>

                                                                     EXHIBIT B-2

                                                 FORM OF RECONOCIMIENTO DE DEUDA

                        Ciudad Autonoma de Buenos Aires, [__] de [____] de 2005.

            Por el presente CERVECERIA Y MALTERIA QUILMES S.A.I.C.A. Y G. (la
"Deudora") RECONOCE ADEUDAR a [_____], con domicilio en la calle [_____], (el
"Acreedor"), en virtud del [Contrato de Prestamo en Dolares] suscripto por la
Deudora y el Acreedor con fecha [__] de [____] de 2005 (el "Contrato de
Prestamo") el monto en Dolares Estadounidenses de [US$ __________ (dolares
estadounidenses [____])] (el "Capital"), el cual devengara intereses
compensatorios y punitorios y resultara pagadero, de conformidad a los terminos
y condiciones que se indican a continuacion:

            1. El Capital sera amortizado en 5 (cinco) cuotas anuales, iguales y
consecutivas comenzando dichos pagos el [____] de [____] de [____] y terminando
los mismos el [___] de [___] de [____] (las "Fechas de Pago de Capital").

            2. Asimismo, el Capital devengara intereses a una tasa nominal anual
equivalente al [__]% desde la fecha de suscripcion del presente Reconocimiento
de Deuda (los "Intereses Compensatorios").

                  2.1 Los Intereses Compensatorios seran abonados los dias
      [____] de [____] y [____] de [____] de cada ano comenzando dichos pagos el
      [______] de [______] de [______] y concluyendo los mismos el [______] de
      [____] de [____] (las "Fechas de Pago de Intereses" y junto con las Fechas
      de Pago de Capital, las "Fechas de Pago").

                  2.2 Los Intereses Compensatorios seran calculados y computados
      sobre la base de un ano de 360 (trescientos sesenta) dias con 12 (doce)
      meses de 30 (treinta) dias cada uno.

            3. En el supuesto en que la Deudora no concretase cualquier pago de
capital y/o intereses segun lo dispuesto en el presente Reconocimiento de Deuda,
se aplicara respecto de dichos montos debidos e impagos y por sobre el Interes
Compensatorio, desde la fecha en que dicho pago debiera de haber sido realizado
hasta la fecha del efectivo pago, un interes punitorio equivalente al [1%] (uno
por ciento) anual (el "Interes Punitorio"). Dicho Interes Punitorio, se
devengara y sera pagadero en cada Fecha de Pago posterior al incumplimiento
salvo que el mismo haya sido previamente cancelado.

            4. Todas las sumas adeudadas por la Deudora en virtud del presente
Reconocimiento de Deuda deberan ser abonadas exclusivamente en Dolares
Estadounidenses billete. Si en una Fecha de Pago existiere cualquier restriccion
o prohibicion para acceder al Mercado Unico y Libre de Cambios de la Republica
Argentina para abonar las sumas debidas bajo el presente en Dolares
Estadounidenses, la Deudora podra, en tal Fecha de Pago, abonar cualquier suma
adeudada en tal fecha en Pesos (o la moneda que sea en ese momento de curso

                                      B-3
<PAGE>

legal en la Republica Argentina) mediante la conversion del monto relevante
adeudado en Dolares Estadounidenses a Pesos de modo tal que la suma resultante
sea suficiente para cubrir cualquier monto adeudado en Dolares Estadounidenses
en tal Fecha de Pago.

            Todos los impuestos, costos, comisiones y gastos relacionados con la
conversion descripta mas arriba deberan ser soportados exclusivamente y en su
totalidad por la Deudora. Las obligaciones de pago de la Deudora establecidas en
el presente Reconocimiento de Deuda solo se tendran por canceladas con la
recepcion por parte del Acreedor de Dolares Estadounidenses necesarios para
satisfacer los montos debidos segun lo dispuesto en el presente Reconocimiento
de Deuda obtenidos a traves de la operacion descripta.

5. La firma del presente Reconocimiento de Deuda no importa quita, espera,
novacion ni cualquier otra situacion que permita presumir por parte del
Acreedor, renuncia o menoscabo, total o parcial, de sus derechos y/o garantias y
cualquier otro derecho que surja del Contrato de Prestamo.

6. Los pagos aqui detallados seran efectuados, en las fechas previstas, mediante
transferencia bancaria a la cuenta bancaria [_____] a nombre de [______], o la
que en el futuro indique [______] a la Deudora por escrito.

7. La falta de pago de cualquier suma que deba ser abonada por la Deudora,
colocara a esta automaticamente en mora, dando derecho al Acreedor sin necesidad
de interpelacion judicial o extrajudicial alguna, a considerar la deuda total
detallada en el encabezamiento del presente Reconocimiento de Deuda como de
plazo vencido, haciendose exigible el total de la misma con mas los Intereses
Compensatorios e Intereses Punitorios que correspondan hasta la fecha de la
cancelacion definitiva, con mas los honorarios legales, costos, costas y demas
gastos resultantes, como asi tambien el pago de cualquier otra suma que, por
cualquier causa o concepto, corresponda ser abonada o entregada al Acreedor en
virtud del presente Reconocimiento de Deuda, pudiendose en consecuencia ejecutar
el presente Reconocimiento de Deuda a partir del momento en que la Deudora se
encuentre en mora.

8. Los plazos establecidos para la amortizacion del Capital segun se detallan en
el presente se consideraran caducos y de plazo vencido y seran acelerados, con
los efectos descriptos en el punto 8 precedente, en el supuesto en que ocurriera
algun supuesto de incumplimiento de los previstos en la Clausula [5.01] del
Contrato de Prestamo.

9. Todos los montos adeudados bajo el presente, seran pagados libres de
deducciones por impuestos, tasas, gastos, derechos o retenciones, presentes o
futuros, de cualquier naturaleza o tipo, e impuestos por cualquier autoridad
impositiva de la Republica Argentina o de cualquier otra jurisdiccion en la cual
la Deudora se encuentre constituida a los efectos impositivos o donde los pagos
bajo el presente deban de ser realizados. Dichos impuestos, tasas, gastos,
derechos o retenciones, en caso de ser aplicables, deberan ser pagados
exclusivamente por, y seran a cargo de, la Deudora.

10. La Deudora constituye domicilio en [________________].

                                      B-4
<PAGE>

11. A todo evento se reconoce que este Reconocimiento de Deuda confiere al
Acreedor la accion procesal ejecutiva en los terminos y con el alcance de los
arts. 520, 523 y concordantes del Codigo Procesal Civil y Comercial de la
Nacion.

12. La ley aplicable al presente titulo sera la de la Republica Argentina. A
todos los efectos legales derivados del mismo, la Deudora se somete irrevocable,
firme e incondicionalmente a la jurisdiccion y competente de los Tribunales
Ordinarios en lo Comercial de la Ciudad de Buenos Aires, renunciando a cualquier
otro fuero o jurisdiccion que le pudiera corresponder.

13. Todas las notificaciones que se deban cursar a la Deudora, sean judiciales o
extrajudiciales, seran remitidas al domicilio constituida por la misma en el
presente, sin poder modificarlo fuera de la circunscripcion de la Capital
Federal, destacandose que cualquier cambio de domicilio debera ser notificado al
Acredor en forma fehaciente y en tiempo oportuno, bajo apercibimiento de tenerlo
por notificado en el aqui constituido.

14. La presente declaracion y compromiso por parte de la Deudora se formula de
modo irrevocable y se considera aceptada por el Acreedor.

15. El presente titulo es suscripto por la Deudora ante un escribano publico
debidamente matriculado, el cual (i) certifica la firma del firmante del
presente, como asi tambien sus facultades para otorgar el presente, y (ii)
registra dicha certificacion en su protocolo notarial, a los efectos de dotar al
presente del caracter de titulo ejecutivo en los terminos del articulo 523,
inciso 2do. del Codigo Procesal Civil y Comercial de la Nacion.

            CERVECERIA Y MALTERIA QUILMES S.A.I.C.A. Y G.

            POR____________________
            TITULO:
            NOMBRE:
            DOCUMENTO:
            DOMICILIO:

                                      B-5
<PAGE>

                                                                       EXHIBIT C

                                                                         FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE

            Reference is made to the Credit Agreement dated as of March 22, 2005
(as amended, amended and restated, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT"; the terms defined therein, unless otherwise
defined herein, being used herein as therein defined) between Cerveceria y
Malteria Quilmes S.A.I.C.A. y G., an Argentine corporation (the "BORROWER") and
The Branch of Citibank N.A. established in the Republic of Argentina (the
"LENDER"). Terms used herein and not otherwise defined shall have the meanings
assigned to them in the Credit Agreement.

            The "Assignor" referred to on Schedule 1 hereto (the "ASSIGNOR") and
the "Assignee" referred to on Schedule 1 hereto (each, an "ASSIGNEE") agree with
respect to all information relating to it and its assignment hereunder and on
Schedule 1 hereto as follows:

            (1) Such Assignor hereby sells and assigns, without recourse except
as to the representations and warranties made by it herein, to such Assignee,
and such Assignee hereby purchases and assumes from such Assignor, a 100%
interest in and to such Assignor's rights and obligations under the Credit
Agreement and any Additional Transaction Document as of the date hereof of all
outstanding rights and obligations under the Credit Agreement. After giving
effect to such sale and assignment, the amount of the Loan owing to such
Assignee will be as set forth on Schedule 1 hereto.

            (2) Such Assignor (i) represents and warrants that its name set
forth on Schedule 1 hereto is its legal name, that it is the legal and
beneficial owner of the interest or interests being assigned by it hereunder and
that such interest or interests are free and clear of any adverse claim; (ii)
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Credit Agreement or any Additional Transaction Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, the Credit Agreement or any Additional
Transaction Documents or any other instrument or document furnished pursuant
thereto, except for the representations and warranties given by the Assignor
under Section 8.2 of the Financial Trust Agreement, dated March 15, 2005, by and
between ABN AMRO Trust Company (Argentina) S.A., as financial trustee and the
Assignor, as trustor; and (iii) makes no representation or warranty and assumes
no responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any Additional Transaction Documents or any other instrument
or document furnished pursuant thereto.

            (3) Such Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01(a) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will,

                                      C-1
<PAGE>

independently and without reliance upon the Assignor 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 the Credit Agreement;
(iii) represents and warrants that its name set forth on Schedule 1 hereto is
its legal name; and (iv) agrees that it will perform in accordance with their
terms all of the obligations that by the terms of the Credit Agreement are
required to be performed by it as a Lender.

            (4) The effective date for this Assignment and Acceptance (the
"EFFECTIVE DATE") shall be the date of acceptance hereof by the Lender, unless
otherwise specified on Schedule 1 hereto.

            (5) As of the Effective Date, (i) such Assignee shall be a party to
the Credit Agreement and have all the rights and obligations of the Lender
thereunder and (ii) such Assignor shall relinquish its rights and be fully
released from its obligations under the Credit Agreement shall cease to be a
party to the Credit Agreement.

            (6) This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.

            (7) This Assignment and Acceptance 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 this Assignment and Acceptance by telecopier shall be effective
as delivery of an original executed counterpart of this Assignment and
Acceptance.

            IN WITNESS WHEREOF, each Assignor and each Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.

                                       C-2
<PAGE>

                                   SCHEDULE 1
                                       TO
                            ASSIGNMENT AND ACCEPTANCE

<TABLE>
<CAPTION>
<S>                                      <C>
ASSIGNOR:

      Percentage interest assigned                 100 %
      Outstanding principal amount of
          Advance assigned               $ 150,000,000

ASSIGNEE:

      Percentage interest assumed                  100 %
      Outstanding principal amount of
          Advance assumed                $ 150,000,000
</TABLE>

Effective Date:

__________ ___, _____

                                  ASSIGNOR

                                         _________________________, as Assignor
                                         [Type or print legal name of Assignor]

                                         By ______________________________
                                            Title:

                                         Dated:  _________ __, ____

                                  ASSIGNEE

                                         _________________________, as Assignee
                                         [Type or print legal name of Assignee]

                                         By ______________________________
                                            Title:

                                         Dated:  _________ __, ____

<PAGE>

                ENGLISH TRANSLATION OF ORIGINAL SPANISH VERSION

                                                                     EXHIBIT B-2

                                                     ACKNOWLEDGMENT OF DEBT FORM

                                           City of Buenos Aires, [__] [__], 2005

With this document, CERVECERIA Y MALTERIA QUILMES S.A.I.C.A. Y G. (the "Debtor")
ACKNOWLEDGES ITS DEBT to [_____], whose address is [_______] (the " Creditor"),
on the basis of the [Loan Agreement in Dollars] executed by the Debtor and the
Creditor dated [__] [____], 2005 ( the "Loan Agreement") in the amount in United
States dollars of [USD__________ (United States dollars[_____])] (the
"Capital"), which will accrue compensatory interest and penalties, and will be
payable according to the terms and conditions below:

1.    The Capital will be amortized in 5 (five) annual payments that are equal
and consecutive, with payments beginning on [___] [___], [____] and ending on
[___] [___], [____] (the "Capital Payment Dates").

2.    In addition, the Capital will accrue interest at a nominal annual rate
equivalent to [__]% starting from the date of the execution of this
Acknowledgement of Debt (the "Compensatory Interest").

            2.1   The Compensatory Interest will be paid on the [___], [___] and
      [____] days of each year, with the payments beginning on [___] [___],
      [____] and ending on [___] [___], [____] (the "Interest Payment Dates,"
      and, together with the Capital Payment Dates, the "Payment Dates").

            2.2   The Compensatory Interest will be calculated and computed on
      the basis of a year of 360 (three hundred sixty) days, with 12 (twelve)
      months of 30 (thirty) days each.

3.    In the event that the Debtor fails to make any single payment of capital
and/or interest as provided in this Acknowledgment of Debt, starting from the
date upon which the payment should have been made to the actual payment date,
those due and unpaid amounts will be subject to a penalty interest, in addition
to the Compensatory Interest, equivalent to [1%] (one percent) annually (the
"Penalty Interest"). Such Penalty Interest will be due and payable on each
Payment Date subsequent to the default unless the latter has been discharged
previously.

4.    All the amounts owed by the Debtor on the basis of this Acknowledgment of
Debt must be paid exclusively in United States dollar currency. If, at the
Payment Date, there exists any restriction or prohibition of access to the
Exchange Market of the Republic of Argentina for payment of the amounts owed
pursuant to this document in United States

<PAGE>

dollars, the Debtor may, on that Payment Date, pay any amount owed on that date
in pesos (or the currency that is current legal tender in the Republic of
Argentina at that time) by means of converting the particular amount owed in
United States dollars into pesos so that the resulting amount is sufficient to
cover any amount owed in United States dollars on that Payment Date.

All taxes, costs, commissions and expenses related to the conversion described
above must be the sole and exclusive responsibility of the Debtor. The payment
obligations of the Debtor established in this Acknowledgment of Debt will be
deemed discharged only upon the receipt by the Creditor of United States dollars
sufficient to pay the amounts owed according to the provisions of this
Acknowledgment of Debt, obtained by means of the transaction described.

5.    The execution of this Acknowledgment of Debt does not represent release,
grace period, novation or any other condition that makes it possible to assume
that there is any waiver or reduction, total or partial, on the part of the
Creditor of its rights and/or guarantees and any other right that arises from
the Loan Agreement.

6.    The payments detailed herein will be made on the dates specified, by means
of a bank transfer to bank account [________] in the name of [______], or to the
account that [______] may indicate in writing to the Debtor in the future.

7.    The Debtor's failure to pay any amount is an automatic event of default,
giving the Creditor, without the need of any judicial or extrajudicial
intervention, the right to consider the total debt described in the heading of
this Debt Acknowledgment as due, making it possible to demand the total of the
debt plus the Compensatory Interest and the Penalty Interest that may apply up
to the date of the final payment, in addition to legal fees, costs, court costs
and other expenses that arise, as well as the payment of any other amount that,
for any cause or reason, should be paid or delivered to the Creditor on the
basis of this Acknowledgment of Debt, and, as a result, may execute this
Acknowledgment of Debt starting at the time of the Debtor's default.

8.    The terms established for the amortization of the Capital, as described in
this document, will be considered to have expired and terminated and will be
accelerated, with the results described in paragraph 8 above, in the event of
any breach of the provisions of Clause [5.01] of the Loan Agreement.

9.    All amounts owed under this Agreement will be paid free of any deductions
for taxes, assessments, expenses, duties or withholding, present or future, of
any nature or type, and taxes for any tax collection authority of the Republic
of Argentina or any other jurisdiction in which the Debtor is established for
tax purposes or where the payments under this Agreement must be made. Such
taxes, assessments, expenses, duties or withholding, if applicable, must be paid
exclusively by, and will be the sole responsibility of, the Debtor.

10.   The Debtor declares that its legal address is [___________].

<PAGE>

11.   This Acknowledgment of Debt is considered to grant the Creditor, in any
event, the right to executory action as provided in Articles 520, 523 and
corresponding articles of the Civil and Commercial Procedural Code of Argentina.

12.   This Agreement will be governed by the laws of the Republic of Argentina.
The Debtor, for all legal purposes relating to this document, submits itself
irrevocably, in a binding manner and unconditionally, to the jurisdiction and
authority of the Ordinary Commercial Courts of the City of Buenos Aires, waiving
any other forum or jurisdiction to which it may be entitled.

13.   All notices that must be sent to the Debtor, whether judicial or
extrajudicial, will be sent to the legal address provided by it herein, which
may not be modified outside of the jurisdiction of the Federal Capital. It
should be noted that any change of address must be communicated to the Creditor
promptly and in a reliable form, and it is deemed notified at the address
established herein.

14.   This declaration and commitment by the Debtor is irrevocable and is
considered accepted by the Creditor.

15.   This document is signed by the Debtor before a duly registered public
notary, who (i) certifies the signature of the signatory to this document, as
well as his legal power to execute it; and (ii) records this certificate in his
notarial record book, for the purposes of constituting this document as
executable pursuant to Article 523, paragraph 2 of the Civil and Commercial
Procedural Code of Argentina.

CERVECERIA Y MALTERIA QUILMES S.A.I.C.A. Y G.

BY: _____________________
TITLE:
NAME:
DOCUMENT:
ADDRESS: