PANAMERICAN BEVERAGES INC
US$50M PROMISSORY NOTE BY PANAMCO INC.
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>17
<FILENAME>ex10-15.txt
<DESCRIPTION>US$50M PROMISSORY NOTE BY PANAMCO INC.
<TEXT>

                                                                   Exhibit 10.15


                                 PROMISSORY NOTE



US$ 50,000,000.00                                                 March 18, 2003


     FOR VALUE RECEIVED, PANAMERICAN BEVERAGES, INC. a corporation organized and
existing under the laws of the Republic of Panama (herein called "Borrower")
promises to pay to the order of PANAMERICAN BEVERAGES, S.A. DE C.V., a
corporation organized and existing under the laws of the Republic of Mexico,
with tax residence in Switzerland and offices at Bahnhofstrasse 21,6300 Zug,
Switzerland (the "Lender"), or at such other place as the holder of this note
may hereafter designate in writing, in immediately available funds and in lawful
money of the United States of America, the Maximum Loan Amount (or the unpaid
balance of all principal advanced against this note plus accrued interest, if
that amount is less), together with accrued interest on the Maturity Date (as
defined below).

1.  Definitions.  The following terms as used in this note shall have the
following meanings:

     (a) Business Day shall mean a day on which the main office of the Lender in
Zug, Switzerland is open for business and on which commercial banks in Panama
City, New York City and Zug, Switzerland are open for dealings in U.S. dollar
deposits.

     (b) Legal Requirement shall mean any law, statute, ordinance, decree,
requirement, order, judgment, rule, regulation (or interpretation of any of the
foregoing) of, and the terms of any license or permit issued by, any
governmental authority.

     (c) Loan shall mean the principal indebtedness evidenced hereby.

     (d) Maturity Date shall mean March 18, 2008, or such later date as the
Lender shall agree in writing in its sole discretion.

     (e) Maximum Loan Amount shall mean the principal sum of US$ 50,000,000.00

     (f) Interest Rate shall mean 4 percent (4%) per annum. The Interest Rate
shall be computed on the basis of the actual number of days elapsed in a year
composed of 360 days.

     (g) Past Due Rate shall mean the Interest Rate plus a two percent (2%)
margin per annum. The Past Due Rate shall be computed on the basis of the actual
number of days elapsed in a year composed of 360 days.


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2.  Loans.

     (a) The outstanding principal balance of this note shall bear interest on
the unpaid principal amount of the Loan from time to time outstanding, at the
Interest Rate compounded quarterly, which interest shall accrue quarterly but
not be payable until the Maturity Date; provided further, that all past due
principal or interest to the extent permitted by law shall bear interest at the
Past Due Rate.

3. No Usury. Notwithstanding any provision to the contrary contained in this
note or any other document, it is expressly provided that in no case or event
(A) shall the aggregate of any other amounts accrued or paid pursuant hereto
which under applicable laws are or may be deemed to constitute interest upon the
indebtedness evidenced hereby, ever exceed the maximum rate of interest which
could lawfully be contracted for, charged or received on the unpaid principal
balance of this note; or (B) shall Borrower be obligated to pay interest and
other amounts described above at a rate which could subject the Lender or any of
its officers or directors to either civil or criminal liability as a result of
such rate being in excess of the maximum rate which the Lender is permitted to
charge under applicable law. In this connection, it is expressly stipulated and
agreed that it is the intent of the Borrower and the Lender to contract in
strict compliance with the applicable federal and state usury laws (whichever
permit the higher rate of interest) from time to time in effect. .

4. Payment Dates on the Loan. This note, including all principal and accrued
interest shall be due and payable on the Maturity Date. After the Maturity Date,
principal and accrued interest on the Loan shall be payable on demand.

5. Prepayments.

     (a) The Borrower shall have the right, at its option, to prepay the Loan
outstanding hereunder in whole at any time or in part from time to time, without
premium or penalty, together with the interest accrued to the date of such
prepayment on the principal amount prepaid. Prepayments of this note shall be
subject to prior written notice of prepayment delivered by the Borrower to the
Lender.

     (b) Notice of any prepayment having been given, the principal amount
specified in such notice, shall be due and payable on such prepayment date.

6. Timing of Payments. All payments of principal on this note (whether by
acceleration or otherwise) and other amounts due hereunder shall be made to the
Lender in immediately available funds no later than 12:00 noon, New York, New
York time, on the date such payment is due. Whenever any payment to be made
hereunder shall be stated to be due on a day which is not a Business Day such
payment may be made on the next succeeding Business Day.


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7. Funding of Loan by the Lender. The Lender may, if it so elects, cause an
affiliate of the Lender to make the Loan; provided, that in such event for the
purposes of this note such Loan shall be deemed to have been made by the Lender
acting through the affiliate and the obligation of the Borrower to repay such
Loan shall nevertheless be to the Lender directly. Notwithstanding any provision
of this note to the contrary, the Lender shall be entitled to fund and maintain
its funding of all or any part of the Loan in any manner it deems appropriate.

8. Grid Note. The unpaid principal balance of this note at any time shall be the
total of all principal lent or advanced against this note less the sum of all
principal payments and permitted prepayments made on this note by or for the
account of Borrower. All loans and advances and all payments and permitted
prepayments made hereon may be endorsed by the holder of this note on a schedule
which may be attached hereto (and hereby made a part hereof for all purposes) or
otherwise recorded in the holder's records; provided, that any failure to make
notation of (a) any advance shall not cancel, limit or otherwise affect
Borrower's obligations or any holder's rights with respect to that advance, or
(b) any payment or permitted prepayment of principal shall not cancel, limit or
otherwise affect Borrower's entitlement to credit for that payment as of the
date received by the holder.

9. Purpose. The proceeds of this note shall be used by the Borrower for general
corporate purposes.

10.      Defaults.  If any of the following occurs:

          (a) Borrower does not pay any principal or interest on this note
     within two (2) Business Days of when due; or

          (b) Borrower shall be in default under or in violation of any legal
     requirement and such default or violation may, in the reasonable
     determination of the Lender, affect the ability of the Borrower to timely
     repay the Loan or the ability of the Lender to enforce this note against
     the Borrower; or

          (c) Any representation or warranty made in writing by the Borrower in
     connection with the execution and delivery of this note or any related
     papers shall prove to have been materially incorrect, false or misleading
     when made; or

          (d) Any order shall be entered decreeing the dissolution, liquidation
     or split-up of Borrower, and such order shall remain in effect for 60 days;
     or

          (e) Borrower shall make a general assignment for the benefit of
     creditors or shall petition or apply to any tribunal for the appointment of
     a trustee, custodian, receiver or liquidator of all or any substantial part
     of Borrower's business, estate or assets or shall


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     commence any proceeding under any bankruptcy, reorganization, arrangement,
     insolvency, readjustment of debt, dissolution or liquidation law of any
     jurisdiction, whether now or hereafter in effect; or

          (h) Any such petition or application shall be filed or any such
     proceeding shall be commenced against Borrower and by any act or omission
     Borrower shall indicate approval thereof, consent thereto or acquiescence
     therein, or an order shall be entered and remain in effect for more than 30
     days appointing a trustee, custodian, receiver or liquidator of all or any
     substantial part of the assets of Borrower or granting relief to Borrower
     or approving the petition in any such proceeding; or

          (i) Borrower shall fail generally to pay its debts as they become due,
     or suffer any writ of attachment or execution or any similar process to be
     issued or levied against it or substantially all of its property which is
     not released, stayed, bonded or vacated within 60 days after its issue or
     levy; or

          (j) The dissolution, liquidation or termination of existence of
     Borrower or the sale, conveyance, lease or other disposition of
     substantially all of the assets of Borrower; or

          (k) Borrower shall conceal, remove, or permit to be concealed or
     removed, any part of Borrower's property, with intent to hinder, delay or
     defraud any of its creditors, or make or suffer a transfer of any of
     Borrower's property which may be fraudulent under any bankruptcy,
     fraudulent conveyance or similar law; or shall make any transfer of
     Borrower's property to or for the benefit of a creditor at a time when
     other creditors similarly situated have not been paid; or shall suffer or
     permit, while insolvent, any creditor to obtain a lien upon any of
     Borrower's property through legal proceedings which is not vacated within
     30 days from the date thereof;


then a default shall have occurred under this note and the holder hereof may at
its, his or her option (1) terminate any obligation, if any, to advance funds
under this note and (2) exercise any or all rights, powers and remedies afforded
(i) under all instruments and agreements which secure or guarantee this note and
all related papers and (ii) by law, including the right to declare this entire
note at once mature and due.

11. Indemnification. The Borrower shall indemnify the Lender against and hold
the Lender harmless from any loss or expense which the Lender may incur or
sustain as a consequence of any untimely payment (mandatory or optional) or
default by the Borrower in the payment of any interest or principal amount. This
provision shall survive the payment of this note. A certificate as to any
additional amounts payable pursuant to this paragraph submitted by the Lender to
the Borrower shall be conclusive and binding upon the Borrower, absent manifest
error.


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12. Collection. If any holder of this note retains an attorney in connection
with any default or to collect, enforce or defend this note or any papers
intended to secure or guarantee it in any lawsuit or in any probate,
reorganization, bankruptcy or other proceeding, or if Borrower sues any holder
in connection with this note or any such papers and does not prevail, then
Borrower agrees to pay to each such holder, in addition to principal and
interest, all reasonable costs and expenses incurred by such holder in trying to
collect this note or in any such suit or proceeding, including reasonable
attorneys' fees.

13. Waivers. Except only for any notices which are specifically required by
another provision of this note, Borrower and any endorsers, guarantors and
sureties severally waive notice (including, but not limited to, notice of intent
to accelerate and notice of acceleration, notice of protest and notice of
dishonor), demand, presentment for payment, protest, diligence in collecting and
the filing of suit for the purpose of fixing liability and consent that the time
of payment hereof may be extended and re-extended from time to time without
notice to any of them. Each such person agrees that his, her or its liability on
or with respect to this note shall not be affected by any release of or change
in any guaranty or security at any time existing or by any failure to perfect or
maintain perfection of any lien against or security interest in any such
security or the partial or complete unenforceability of any guaranty or other
surety obligation, in each case in whole or in part, with or without notice and
before or after maturity. Borrower absolutely, unconditionally and irrevocably
waives any and all right to assert any defense, counterclaim, cross claim or
setoff of any nature whatsoever with respect to this note.

14. Captions. The headings, titles and captions of various paragraphs of this
note are for convenience of reference only and are not to be construed as
defining or limiting, in any way, the scope or intent of the provisions.

15. GOVERNING LAW; JURISDICTION; WAIVER OF IMMUNITY. THIS NOTE SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK. THE BORROWER HEREBY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, AND TO THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW
YORK. THE BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE BY DELIVERY BY
EXPRESS MAIL, CERTIFIED OR REGISTERED MAIL (EXPRESS MAIL IF BORROWER IS NOT
LOCATED IN THE UNITED STATES OF AMERICA), RETURN RECEIPT REQUESTED, OR COURIER
OR OVERNIGHT DELIVERY SERVICE, TO THE BORROWER'S ADDRESS AS THEN SHOWN ON THE
RECORDS OF THE LENDER. THE BORROWER REPRESENTS, WARRANTS AND AGREES THAT IT IS
NOT ENTITLED TO, AND TO THE EXTENT IT HEREAFTER BECOMES SO ENTITLED, HEREBY
WAIVES ANY IMMUNITY, SOVEREIGN OR OTHERWISE, WITH RESPECT TO ITSELF AND ITS
PROPERTY FROM JURISDICTION, SERVICE, ATTACHMENT (BOTH BEFORE


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AND AFTER JUDGMENT) AND EXECUTION IN LEGAL PROCEEDINGS WHEREVER COMMENCED TO
ENFORCE OR COLLECT UPON THIS NOTE.

16. Taxes. All payments of principal, interest, fees, costs, expenses and all
other amounts payable under this note shall be made to the Lender in lawful
money of the United States of America and in immediately available funds free
and clear of, and without deduction or withholding for or on account of, any
present or future taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, or liabilities with respect thereto, of any nature whatsoever now
or hereafter imposed by any government or any political subdivision or taxing
authority thereof, excluding those on the income, gross receipts or net worth of
the Lender, and excluding franchise taxes of the Lender, such non-excluded
amounts referred to as the "Taxes"). In the event that the Borrower is compelled
for any reason to withhold any Taxes from amounts payable to the Lender
hereunder, it shall pay to the Lender such amounts (after giving effect to all
payment of Taxes on all additional payments to be made hereunder) as will result
in the receipt by the Lender of the amount the Lender would have received had no
such Taxes been withheld. This paragraph shall survive termination of this note.

17. Judgment Currency. If for the purpose of obtaining judgment in any court it
is necessary to convert a sum due hereunder in United States Dollars into
another currency, the Borrower agrees, to the fullest extent permitted by law,
that the rate of exchange used shall be that at which in accordance with normal
lending procedures the Lender could purchase United States Dollars with such
other currency on the Business Day preceding that on which final judgment is
given. The obligation of the Borrower in respect of any sum due from it to the
Lender hereunder shall, notwithstanding any payment in any other currency,
whether pursuant to a judgment or otherwise, be discharged only to the extent
that on the Business Day following receipt by the Lender of any sum adjudged to
be so due in such other currency the Lender may in accordance with normal
lending procedures purchase United States Dollars with such other currency. If
the United States Dollars so purchased are less than the sum originally due to
the Lender in United States Dollars, the Borrower agrees, as a separate and
independent obligation and notwithstanding any such payment, to indemnify the
Lender against such loss. This paragraph shall survive termination of this note.

18. Transfer of this Note. Lender reserves the right, exercisable in Lender's
sole discretion but with prior notice to Borrower, to sell participations, to
assign its interest or both, in all or any part of this note or the debt
evidenced by this note to an affiliate of the Lender.

19. JURY WAIVER. BORROWER AND LENDER WAIVE TRIAL BY JURY IN CONNECTION WITH ANY
ACTION OR PROCEEDING OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
ANY COUNTERCLAIM, OFFSET OR DEFENSE) ARISING UNDER, OUT OF OR IN CONNECTION WITH
THIS NOTE.

                                       PANAMERICAN BEVERAGES, INC.


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

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</DOCUMENT>
