PANAMERICAN BEVERAGES INC
DEBT ACKNOWLEDGEMENT/OBLIGOR SUBSTITUTION AGMT.
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>8
<FILENAME>ex10-44.txt
<DESCRIPTION>DEBT ACKNOWLEDGEMENT/OBLIGOR SUBSTITUTION AGMT.
<TEXT>
                                                                 Exhibit 10.44


(TRANSLATION)



               Exhibit 1 to the Acknowledgment of Debt and Obligor
                Substitution Agreement entered into by and among
                          Panamco Mexico, S.A. de C.V.,
Panamco Golfo, S.A. de C.V., BBVA Bancomer, S.A., Institucion de Banca Multiple,
                        Grupo Financiero BBVA Bancomer,
                             dated December 18, 2001


LOAN AGREEMENT ENTERED INTO BY AND BETWEEN:

I.   BBVA BANCOMER,  S.A., INSTITUCION DE BANCA MULTIPLE,  GRUPO FINANCIERO BBVA
     BANCOMER,  HEREINAFTER THE "BANK" HEREBY REPRESENTED BY MESSRS CARLOS DAVID
     VELASQUEZ THIERRY AND EMILIO LEDESMA HEREDIA, AND

II.  PANAMCO  GOLFO,  S.A. DE C.V.,.  HEREINAFTER  "THE  BORROWER",  OR "PANAMCO
     GOLFO",  HEREBY  REPRESENTED BY MR BENJAMIN  SANTANA RUIZ AND GERARDO PINTO
     URRUTIA;

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

Pursuant to the following representations and clauses:

                                   BACKGROUND

A.   On December 18, 2001, the Bank and Panamerican Beverages, Inc. (hereinafter
     "Panamco  Holding")  entered  into  a  loan  agreement  in  the  amount  of
     MXP$465,000,000.00  (Four  hundred and sixty five  million  Pesos,  Mexican
     currency)  available  from that date on.  Panamco  Mexico and Panamco Golfo
     were the joint obligors and guarantors in the above mentioned instrument.

B.   Also, on December 18, 2001, but effective as of December 28, 2001,  Panamco
     Holding,  Panamco  Mexico,  Panamco  Golfo  and the  Bank  entered  into an
     Acknowledgement  of Debt and Obligor  Substitution  Agreement,  by means of
     which (i) Panamco  Mexico  assumed all the  Panamco  Holding's  obligations
     under the Loan  mentioned in the  preceding  paragraph  A,  effective as of
     December  28,  2001;  (ii) Panamco  Golfo  remained  the joint  obligor and
     guarantor;  and (iii) Panamco Mexico  undertook to assume the joint obligor
     and guarantor obligations,

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     under  identical  terms and  conditions  as  agreed in the above  preceding
     paragraph A, if the Bank  authorizes  the  assignment of the Panamco Mexico
     obligations as of December 28, 2001.

C.   Finally,  on December  18,  2001,  but  effective  as of December 28, 2001,
     Panamco Mexico,  Panamco Golfo and the Bank enter into an Acknowledgment of
     Debt and  Obligor  Substitution  Agreement,  by means of which (i)  Panamco
     Golfo assumed all Panamco Mexico's  obligations acquired as of December 28,
     2001,under the Agreement referred to in the preceding paragraph B; and (ii)
     Panamco Mexico assumed all the joint obligor and guarantor's obligations of
     Panamco Golfo,  under  identical terms and conditions as agreed in the loan
     agreement referred to in the preceding paragraph A.

D.   In the foregoing terms,  Panamco Golfo, Panamco Mexico and the Bank wish to
     subscribe  this agreement to reflect the terms and conditions to which they
     will be bound as of December 28, 2001.

Pursuant to the following representations and clauses:

                                 REPRESENTATIONS

I. THE BANK DECLARES THROUGH ITS REPRESENTATIVE :

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

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

II.  BORROWER DECLARES THROUGH ITS REPRESENTATIVE:

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

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

3.  That it has  provided  the Bank  with the  information  and  documents  that
faithfully reflect the financial, accounting, legal and administrative condition
of the company, and that

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the same served as the basis for  execution of this  agreement and to obtain the
authorization  of the  loan  subject  matter  hereof  and as of this  day,  such
information  and  documentation  has not been  changed or modified in any manner
whatsoever.

III. THE JOINT OBLIGOR AND GUARANTOR REPRESENT THROUGH THEIR REPRESENTATIVES.

1. That it is a company duly organized and existing under the laws of Mexico and
its  representatives  have  been  granted  sufficient  power  and  authority  to
represent it herein, and that such powers and authority have not been limited or
amended in any manner whatsoever.

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

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

IV.  THE PARTIES REPRESENT:

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

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

                                     CLAUSES

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

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

SECOND.  DRAWDOWN. It is hereby certified that in accordance with the background
chapter  hereof,  Panamco  Holding  has  drawn  the full  amount  of the Loan on
December  18, 2001,  by means of drawing the amount  credited to Bank to Account
No.  0110024465 (zero, one, one, zero, zero two, four, four, six, five) with the
understanding  that  according to the  directions of Panamco  Holding,  the Bank
bought Dollars, currency of legal tender of the United States of America, at the
exchange rate prevailing in its financial institution, and

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transferred  such amount to the  Borrower's  account  with the Sun Trust Bank of
Atlanta,  Georgia, United States of America. the Borrower subscribed in the name
of the Bank a Promissory Note covering such drawdown.  On December 28, 2001, the
Bank shall  cancel and return  the above  mentioned  promissory  note to Panamco
Holding,  against the  subscription  and delivery by the Borrower to the Bank of
one or  several  promissory  notes  in the  name of the  Bank to  evidence  such
drawdown; the promissory note or notes to be subscribed by the Borrower shall be
in terms of Article 170 of the General Law of Negotiable  Instruments and Credit
Transactions and this Agreement.

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

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

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

Should any  Interest  Payment Date be not a Business  Day, the payment  shall be
made on the immediately preceding Business Day.

For the purposes of this Agreement the following  terms shall have the following
meaning:

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

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

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

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

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

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"TIIE Rate" shall mean the  equilibrium  interbanking  interest  rate for the 28
(twenty-eight)  day term, or if the end of said period shall fall on a day which
is not a Business  Day,  for the 26-,  27-, 29 or 31-day term as  determined  by
Banco de Mexico and published in the Official Gazette of the Federation,  on the
business day  immediately  preceding the date of  commencement  of each Interest
Period. In case the interest rate for any of the above referred Interest Periods
shall not be determined by Banco de Mexico,  for the purposes of this Promissory
Note any rate in  substitution  of the "TIIE Rate" shall be  considered  as such
when it is so made known by Banco de Mexico.

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

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

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

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

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

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


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

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

SIXTH. PAYMENT PLACE AND CONDITIONS. All amounts payable by Borrower to the Bank
pursuant to this  Agreement,  including,  but not limited to, the  principal and
interest of the Loan,  shall be paid on the dates  scheduled  without  need of a
previous  demand  and to the Bank's  satisfaction,  in freely  transferable  and
available Mexican Pesos and in same day funds.  Payments shall be made in any of
the Bank branches located at the Bank's domicile set forth in Clause  Thirteenth
below, or in any other place that the Bank may notify the Borrower in writing at
least ten (10) days in advance of the relevant payment date.

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

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

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

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

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

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

b) Quarterly Financial Statements.  Provide the Bank, within sixty (60) calendar
days after the end of each fiscal  quarter,  with  individual  and  consolidated
internal financial statements

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(balance sheet, profits and loss statements,  statements of changes in financial
condition and cash flow) duly signed by the relevant financial officer in charge
and/or the financial director, stating that such financial statements reasonably
reflect the condition of the company, subject to auditing adjustments.

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

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

e) Additional information. To provide the Bank with:

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

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

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

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

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payments being contested in good faith through the proper proceedings and if the
corresponding  reserves or guarantees  pursuant to the applicable laws have been
made.

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

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

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

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

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

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

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

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

n) Change of  Shareholders.  No change in equity  interests  can be made, if the
consequence  of such a change  is that  the  Borrower,  the  Joint  Obligor  and
Guarantor, their subsidiaries, or the

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administration  thereof shall loss their present direct or indirect control over
the  Borrower.  For the  purpose  hereof,  it will be deemed that an entity "has
control"  over  another,  if the  first  one has  direct  or  indirect  power to
determine the other's direction or administration and policies, as a consequence
of the  interests  held by such  party,  or due to a  contractual  provision  or
otherwise.

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

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

p) Dividends.  Without the Bank's prior  authorization in writing,  no dividends
can be decreed by the Borrower or the Joint Obligor and Guarantor,  if they have
not complied with their obligations  hereunder,  or if such decree may result in
the  contravention  hereof  or any other  contract  with a third  party  then in
effect.

q) Sale of  Trademarks.  Without  the Bank's  prior  authorization  in  writing,
neither the Borrower  nor the Joint  Obligors  and  Guarantors  shall sell their
trademarks and shall preserve their  trademark  distribution  franchises held by
each of them as of the date hereof.  Nevertheless they may sell their registered
trademarks to any Affiliate,  unless they  contravene  any of their  obligations
hereunder.  For the purposes hereof, a list of the trademarks owned by the Joint
Obligor  and  Guarantor  is  attached  hereto as Exhibit  "B" in evidence of its
rights pursuant to license agreements.

r) Preferential Terms on Securities and Payment Flows.  Without the Bank's prior
authorization in writing,  neither the Borrower or Joint Obligors and Guarantors
shall  grant  any   preferential   terms  on  securities  or  flow  of  payments
subordinating the Bank's position.

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<PAGE>


s) Granting of Loans and Securities.  Without the Bank's prior  authorization in
writing, neither the Borrower or the Joint Obligor and Guarantor shall (i) grant
loans or  securities  to any third  parties  other  than their  subsidiaries  or
affiliates;  and (ii) grant loans or  securities to  subsidiaries  or affiliates
other than in the normal course of business.

t) Cash flow:  Without the Bank's prior  authorization  in writing,  neither the
Borrower nor the Joint Obligor and Guarantor shall compromise their cash flow in
favor of third parties.

u) Amendment of the ING Loan. Without the Bank's prior authorization in writing,
neither the Borrower nor the Joint  Obligor and  Guarantor  shall amend the loan
agreement referred to in Clause Twelfth hereof.

v) Limit of Indebtedness. Without the Bank's prior authorization in writing, the
Borrower  shall  not  incur in  additional  indebtedness  in  amounts  exceeding
USD$25,000,000.00  (twenty  five  million  Dollars,  legal  tender of the United
States of  America)  with the  understanding  that (i) for each  payment  of the
principal sum made by the Borrower  pursuant to Claus Fifth, the limit set forth
hereof shall be increased in the same amount of such payment of  principal;  and
(ii)  to the  purposes  of this  paragraph  u) it  shall  be not  considered  an
"additional indebtedness" of the loan referred to in Clause Twelfth.

w) Delivery of Corporate  Documents.  No later than December 28, 2001,  Borrower
must  deliver to the Bank a duly  notarized  and  apostilled  transcript  of the
following:

     (i)  The Panamco Holding's Articles of Incorporation, as amended.

     (ii) The Panamco Holding-s By-laws, as amended.

     (iii)The  Panamco  Holding's  Board of  Director's  minutes of  November 9,
          2001, by means of which it was resolved,  among some other issues, the
          contracting of the Loan hereof; and

     (iv) The Panamco Holding's  Incumbency  Certificate stating the powers with
          which the Borrower executes this Agreement.


If the Borrower or the Joint Obligor and Guarantor  shall incur a debt in breach
of the obligations  provided in preceding  clauses r), s) t) and v) the relevant
debt shall become subordinated to the preferential  position granted to the Bank
hereunder.

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

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

                                       10


<PAGE>


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

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

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

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

6.   If a  proceeding  shall be brought by or against the  Borrower or the Joint
     Obligor and Guarantor in order to have them adjudged in bankruptcy;

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

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

9.   If  Creditor  or the Joint  Obligor  and  Guarantor  decrees the payment of
     dividends  while  the  Borrower  is in  default  in the  payment  of  fees,
     interest, principal and/or any other


     costs  referred to the Loan,  or if the Joint  Obligor and  Guarantor is in
     default with respect to any of the financial ratios set forth in paragraphs
     k) and l) of Clause Ninth  hereunder,  or if as the result of the dividends
     paid, the Borrower or the Joint Obligor and Guarantor  shall fail to comply
     with any of its commitments hereunder;

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

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

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

13.  If by December 28, 2001,  Borrower has not  delivered to the Bank a written
     opinion of an authorized  counsel  admitted for practice in the Republic in
     Panama, certifying that:

     a)   Panamco  Holding is duly  organized  under the laws of the Republic of
          Panama;

     b)   Panamco  Holding's  by-laws do not include any provision  that hinders
          the  Panamco  Holding  from  executing  the  Agreement  referred to in
          paragraph A of the Background chapter hereunder;

     c)   The Panamco Holding's  execution  hereunder is not in violation of any
          public order provision in the Republic of Panama,

     d)   Panamco  Holding has obtained all the  authorizations  required by its
          corporate  bodies for the  execution of the  Agreement  referred to in
          paragraph A of the Background chapter hereunder; and

     e)   The Panamco Holding's  representative executing the Agreement referred
          to in paragraph A of the Background  chapter hereof and the promissory
          note to  evidence  the Loan  drawdown  thereunder,  had  been  granted
          sufficient powers to do so,

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

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

                                       12

<PAGE>


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

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

In addition,  the Joint  Obligor  undertakes to  subscribe,  as  Guarantor,  the
promissory  note or notes that evidence the drawdowns of the Loan subject matter
of this Agreement.

TWELFTH.  THE ING CREDIT.  The parties  acknowledge  that on December  28, 2001,
Panamco Golfo shall assume the Panamco Holding's  obligations and Panamco Mexico
shall become the Joint Obligor and Guarantor  under the loan  agreement with ING
Bank (Mexico),  S.A.,  Institucion de Banca Muliple, ING Baring Grupo Financiero
(Mexico),  S.A.  de C.V.  in the amount of MXP  465,000,000  (Four  hundred  and
seventy five million pesos Mexican Currency) (hereinafter the "ING Loan".)



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

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


IF TO THE BANK:           Montes Urales No. 620, 2 Floor
                          Colonia Lomas de Chapultepec, C.P. 11000,
                          Delegacion Miguel Hidalgo,
                          Mexico, Distrito Federal

IF THE BORROWER:          Blvd. Manuel Avila Camacho No. 40, piso 21
                          Col. Lomas de Chapultepec, C.P. 11000
                          Delegacion Miguel Hidalgo
                          Mexico, Distrito Federal

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

                                       13

<PAGE>


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

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

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

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

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

SIXTEENTH.  SET-OFF.  In the event that Borrower must pay the Bank, at any time,
any sum pursuant to this  instrument and Borrower shall fail to comply with such
payment  obligation,  Borrower  hereby  irrevocably  authorizes the Bank, to the
extent  authorized by statute,  to debit any of the  Borrower's  deposit  and/or
account  with the Bank  (including,  but not limited  to,  demand  deposits  or,
savings,  term, demand,  provisional or final accounts;  investment  accounts of
whatever nature,  with special  inclusion of the amounts that the Bank's trustee
division  maintains  in the  name of the  Borrower  pursuant  to any  investment
contract) and to set-off any debt the Borrower may have with the Bank regardless
of the reason, up to an amount that is equal to the amount indebted to the Bank,
without need of any requirement, notice or demand whatsoever.

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

SEVENTEENTH.  NOTICE OF TERMINATION OF COMMITMENT.  It is expressly  agreed that
the Bank has the right to terminate the commitment hereunder on an unilateral

                                       14

<PAGE>


basis at any time  whatsoever  pursuant  to Article  294 of the  General  Law of
Negotiable Instruments and Credit Transactions,  by means of a notice in writing
to the Borrower.

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

NINETEENTH.  EFFECTIVENESS.  This  Agreement  reflects the terms and  conditions
under which the parties are bound as of December  28,  2001,  as a result of the
agreements  referred to in paragraphs B and C of the Background  chapter hereof.
In the foregoing  terms,  this  agreement  shall be in effect as of December 28,
2001 and shall  substitute and supersede the agreement  described in paragraph A
of the  Background  chapter  hereof,  but it shall not  imply a  renewal  of the
obligations therefrom.

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

In witness whereof, the parties hereto have caused this Agreement to be executed
in three  counterparts,  one counterpart for each party, in Mexico City, Federal
District,  on December 18, 2001,  for all legal  effects to become  effective on
December 28, 2001.

                                    THE BANK
                              BBVA BANCOMER, S.A.,
                          INSTITUCION DE BANCA MULTIPLE
                         GRUPO FINANCIERO BBVA BANCOMER
                                 Represented by:
   (Illegible signature)                        (Illegible signature)
Carlos David Velazquez Thierry                 Emilio Ledesma Heredia

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

                           JOINT OBLIGOR AND GUARANTOR
                          PANAMCO MEXICO, S.A. DE C.V.
                                 Represented by:
(Illegible signature)                           (Illegible signature)
Benjamin Santana Ruiz                           Gerardo Pinto Urrutia


                                       15

<PAGE>


                                                                     EXHIBIT "A"


                               AMORTIZATIONS TABLE

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


                                       16

<PAGE>


                                                                     EXHIBIT "B"



                                   TRADEMARKS



I.   Trademarks under the Coca-Cola Company license

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

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

     1.   Risco
     2.   Keloco
     3.   Plastesha


                                       17

</TEXT>
</DOCUMENT>
