STOCK PURCHASE AGREEMENT #1

EXHIBIT 99.2









STOCK PURCHASE AGREEMENT

by and among

EMBOTELLADORA ANDINA S.A.,

INVERSIONES FREIRE LTDA.,

INVERSIONES FREIRE DOS LTDA.,

CITICORP BANKING CORPORATION

and

BOTTLING INVESTMENT LIMITED


Dated as of September 5, 1996



STOCK PURCHASE AGREEMENT

TABLE OF CONTENTS

Page

ARTICLE 1 PURCHASE AND SALE OF SHARES 1
1.1 Purchase and Sale of Acquired Andina Shares 1
1.2 Aggregate Subscription Price 2

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF ANDINA 2
2.1 Power and Authority; Enforceability 2
2.2 Organization 2
2.3 Capital Stock 3
2.4 Andina Reports; Financial Statements 4
2.5 No Undisclosed Liabilities 5
2.6 No Conflict 5
2.7 Litigation and Claims 6
2.8 Employee Contracts, Union Agreements
and Benefit Plans 6
2.9 Labor Relations 7
2.10 Environmental Matters 7
2.11 Required Licenses and Permits 8
2.12 Insurance Policies 8
2.13 Contracts and Commitments 9
2.14 Absence of Certain Changes or Events 9
2.15 Compliance With Law 11
2.16 Tax Matters 11
2.17 Status as a Foreign Issuer;
No Significant U.S. Presence 13
2.18 Other Registration Rights 13
2.19 Takeover Statutes 13
2.20 Vote Required; Board Recommendation 13
2.21 No Third-Party Invasion of Territory Claims 13

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF
CITICORP AND SPC 13
3.1 Power and Authority; Enforceability 14
3.2 Organization 14
3.3 No Conflict 14

ARTICLE 4 CERTAIN COVENANTS AND AGREEMENTS 14
4.1 Conduct of Business by Andina 14
4.2 Inspection and Access to Information;
Confidentiality 15
4.3 Information Statement 16
4.4 New York Stock Exchange Matters 16
4.5 Shareholder Matters 17
4.6 Preemptive Rights Offering; Reclassification 17
4.7 Further Assurances 17

4.8 Public Announcements 17
4.9 Assignment of Preemptive Rights 18
4.10 SPC Covenants 18

ARTICLE 5 CONDITIONS 18
5.1 Condition to Each Party's Obligations 18
5.2 Conditions to Obligations of Citicorp
and SPC 18
5.3 Conditions to Obligations of Andina Parties 19
5.4 No Other Conditions; Effect of
Certain Breaches 20

ARTICLE 6 ACTIONS REQUIRED AT CLOSING 20
6.1 Share Certificates of Andina 20
6.2 Aggregate Subscription Price 20
6.3 Further Assurances 20

ARTICLE 7 INDEMNIFICATION 21
7.1 Survival 21
7.2 Indemnification by Andina Parties 21
7.3 Indemnification by Citicorp and SPC 22
7.4 Notice of Claim 22
7.5 Third Party Claims 23

ARTICLE 8 TERMINATION 24
8.1 Termination and Abandonment 24
8.2 Effect of Termination 24

ARTICLE 9 MISCELLANEOUS 24
9.1 Entire Agreement; Amendment 24
9.2 Successors and Assigns 25
9.3 Schedules and Exhibits 25
9.4 Counterparts 25
9.5 Headings 25
9.6 Modification and Waiver 25
9.7 Notices 25
9.8 GOVERNING LAW 26
9.9 Construction 26
9.10 Specific Performance 27
9.11 Consent to Jurisdiction, Etc. 27
9.12 Translations 27
9.13 No Third-Party Beneficiaries 27
9.14 "Including" 28
9.15 References 28
9.16 Material Adverse Effect 28
9.18 Exchange Rate 28
9.19 Severability 28


STOCK PURCHASE AGREEMENT


THIS STOCK PURCHASE AGREEMENT (this "Agreement"), made and
entered into this 5th day of September, 1996, by and among
EMBOTELLADORA ANDINA S.A., a corporation organized under the
laws of Chile ("Andina"), INVERSIONES FREIRE LTDA., a limited
liability company organized under the laws of Chile ("Freire
One"), INVERSIONES FREIRE DOS LTDA., a limited liability
company organized under the laws of Chile ("Freire Two," and
together with Freire One, the "Majority Shareholders"),
CITICORP BANKING CORPORATION, a banking corporation organized
under the laws of Delaware, U.S.A. ("Citicorp"), and BOTTLING
INVESTMENT LIMITED, a corporation organized under the laws of
the Cayman Islands ("SPC").


W I T N E S S E T H:

WHEREAS, the Majority Shareholders own of record and
beneficially 200,001,969 shares of the capital stock of Andina
representing approximately 56.72% of the outstanding shares of
capital stock of Andina;

WHEREAS, Citicorp owns of record and beneficially all of
the outstanding shares of capital stock of SPC;

WHEREAS, the parties hereto desire to effect the issuance
and sale of certain shares of capital stock of Andina to SPC
pursuant to this Agreement;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements set forth herein, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to
be legally bound, do hereby agree as follows:


ARTICLE 1
PURCHASE AND SALE OF SHARES

Upon the terms and subject to the conditions of this
Agreement, the parties hereto agree as follows:

1.1 PURCHASE AND SALE OF ACQUIRED ANDINA SHARES. SPC
agrees to purchase from Andina and Andina agrees to sell,
transfer, convey and deliver to SPC at the Closing (as defined
in Article 6) good and marketable title in and to 24,000,000
fully paid and nonassessable shares of the existing Common
Stock (the "Common Stock") of Andina (the "Acquired Andina
Shares"), representing approximately 6.37% of the total issued



and outstanding shares of capital stock of Andina after giving
effect to such issuance (but without giving effect to any
exercise of preemptive rights on the part of Andina's
shareholders).

1.2 AGGREGATE SUBSCRIPTION PRICE. In exchange for the
issuance of the Acquired Andina Shares pursuant to Section 1.1,
SPC agrees to pay Andina at the Closing by wire transfer in
immediately available funds an amount in Chilean Pesos equal to
24,000,000 shares times the Per Share Subscription Price (as
hereinafter defined) (the "Aggregate Subscription Price"). The
"Per Share Subscription Price" shall mean the per share price
of Andina Common Stock fixed by the Andina Board of Directors
in accordance with Section 4.6 as the purchase price of shares
of Andina Common Stock in connection with the Preemptive Rights
Offering (as defined in Section 4.6).


ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF ANDINA
AND THE MAJORITY SHAREHOLDERS

Andina and the Majority Shareholders hereby jointly and
severally represent and warrant to Citicorp and SPC as follows
(except that the representations and warranties in Sections
2.1, 2.2, 2.3 and 2.6 relating to the Majority Shareholders and
the representations and warranties in Section 2.17 to the
extent relating to the ultimate parent entity of Andina are
made severally by the Majority Shareholders only):

2.1 POWER AND AUTHORITY; ENFORCEABILITY.

(a) Each of Andina, the Majority Shareholders and
Inversiones del Atlantico S.A. ("Atlantico") (such parties
sometimes being referred to herein collectively as the "Andina
Parties") has all requisite power and authority to execute and
deliver this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby.
Subject to the receipt of approval on the part of the
shareholders of Andina, the execution, delivery and performance
of this Agreement by each of Andina, the Majority Shareholders
and Atlantico and the consummation by each of them of the
transactions contemplated hereby have been duly authorized by
all required corporate action.

(b) This Agreement has been duly executed and
delivered by each of the Andina Parties which is a party
thereto and constitutes the legal, valid and binding obligation
of each such person enforceable against each such person in
accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization and other laws affecting the rights
of creditors generally.

2.2 ORGANIZATION.

(a) Andina is a corporation duly organized and
validly existing under the laws of Chile; Atlantico is a
sociedad anonima duly organized and validly existing under
the laws of Argentina; and each of the Majority
Shareholders is a limited liability company duly

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organized and validly existing under the laws of Chile. Each of
the Andina Parties has all requisite power and authority, corporate
or otherwise, to carry on and conduct its business as it is now
being conducted and to own or lease its properties and assets, and
is duly qualified in each of the jurisdictions in which the conduct
of its business or the ownership of its properties and assets
requires such qualification, except where the failure to so qualify
would not have a Material Adverse Effect (as defined in Section
9.16) on the Andina Parties.

(b) Schedule 2.2(b) sets forth (i) a true and
complete list of the names of all entities in which Andina
directly or indirectly owns beneficially or of record a
majority of the voting power or equity interests (the "Andina
Subsidiaries" and each, an "Andina Subsidiary") for purposes of
the Audited Andina Financial Statements (as defined in
Section 2.4) and the jurisdiction of each Andina Subsidiary's
incorporation or organization and (ii) every other ownership
interest of Andina and the Andina Subsidiaries in any
partnership or commercial corporation, joint venture or other
entity. Each Andina Subsidiary is a corporation duly organized
and validly existing under the laws of its jurisdiction of
incorporation and has all requisite power and authority,
corporate or otherwise, to carry on and conduct its business as
it is now being conducted, and to own or lease its properties
and assets, and is duly qualified in each of the jurisdictions
in which the conduct of the business of such Andina Subsidiary
or the ownership of such properties and assets requires such
qualification except where the failure to do so would not have
a Material Adverse Effect on the Andina Parties. Except as set
forth in Schedule 2.2(b), there are no outstanding options,
subscriptions, rights or other commitments or obligations on
the part of Andina, Atlantico, any other Andina Subsidiary or
any of the Majority Shareholders to issue or dispose of or to
redeem or acquire any shares of capital stock of Andina or any
Andina Subsidiary or other ownership interest therein.

(c) The copies of the articles of incorporation
(escritura constitutiva) and Estatutos Sociales of Andina,
Atlantico and each other Andina Subsidiary and the Majority
Shareholders that have been delivered to Citicorp and SPC are
the complete, true and correct articles of incorporation and
Estatutos Sociales of Andina, the Andina Subsidiaries and the
Majority Shareholders.

(d) Except as noted in Schedule 2.2(d), Andina,
directly or indirectly, has full power, right and authority to
vote all shares of capital stock of each Andina Subsidiary.
Except as noted in Schedule 2.2(d), Andina is not party to or
bound by any agreement affecting or relating to its right to
transfer or vote any shares of capital stock of any Andina
Subsidiary.

2.3 CAPITAL STOCK.

(a) The authorized capital stock of Andina and
each Andina Subsidiary and the number of issued and
outstanding shares thereof is set forth in Schedule 2.3(a)(i).
All of such issued and outstanding shares of capital stock
are validly issued, fully paid and nonassessable and, in the
case of shares of the Andina Subsidiaries, owned of record and
beneficially by Andina, directly or indirectly, in the percentages
set forth in Schedule 2.3(a)(i). The Majority Shareholders
own of record and beneficially 200,001,969 shares of the
capital stock of Andina, representing approximately 56.72%
of the outstanding shares of capital stock

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of Andina. No such shares have been issued in violation of,
or will be subject to, any preemptive or any subscription rights.
Except as set forth in Schedule 2.3(a)(ii), none of Andina, the
Majority Shareholders and the Andina Subsidiaries has outstanding,
and none is bound by, any subscriptions, options, warrants, puts,
calls, commitments, agreements, arrangements or rights of any
character (including employee benefit plans) obligating it to
issue, sell, purchase, redeem, repurchase, acquire, register, vote
or transfer any shares of capital stock or any other equity security
of Andina or any Andina Subsidiary, including any right of
conversion or exchange under any outstanding security or other
instrument. All issuances, transfers, purchases or redemptions of
the capital stock of Andina and each of the Andina Subsidiaries
have been in compliance in all material respects with all
applicable agreements and all applicable laws, and all taxes
thereon payable by Andina or the Andina Subsidiaries have been
paid. There are no shares of capital stock held in the
treasury of Andina or any Andina Subsidiary. Upon delivery to
SPC pursuant to Section 1.1, the Acquired Andina Shares will be
duly and validly issued and fully paid and nonassessable, free
and clear of all preemptive rights, subscription rights, liens,
security interests, encumbrances, claims, charges and
restrictions (other than such preemptive rights, subscription
rights, liens, security interests, encumbrances, claims,
charges and restrictions that may arise from the act of SPC).

(b) Each of the Majority Shareholders is
beneficially owned in equal shares by the persons set forth in
Schedule 2.3(b).

2.4 ANDINA REPORTS; FINANCIAL STATEMENTS

(a) Andina has previously made available to Citicorp
and SPC complete and correct copies of all filings made by
Andina with the Superintendencia de Valores y Seguros (the
"SVS") and the United States Securities and Exchange Commission
(the "SEC") since January 1, 1993, in each case including all
exhibits thereto and items incorporated therein by reference
(collectively, the "Andina SEC Documents"). As of their
respective dates, the Andina SEC Documents did not contain any
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading. Since January 1, 1993, Andina
has filed all registration statements, reports and documents
(x) with the SVS required to be filed by it pursuant to
applicable Chilean laws and regulations and (y) with the SEC
required to be filed by it pursuant to the United States
Securities Act of 1933, as amended (the "Securities Act"), the
United States Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the rules and regulations of the SEC
promulgated thereunder, each of which complied as to form, at
the time such registration statement, report or document was
filed, in all material respects with the requirements of
applicable Chilean laws and regulations, in the case of
clause (x), or the Securities Act, the Exchange Act and
applicable rules and regulations of the SEC thereunder in the
case of clause (y).

(b) Andina has furnished Citicorp and SPC (i) the
audited balance sheets of Andina and the Andina Subsidiaries,
translated into U.S. Dollars, as of December 31, 1994 and 1995,
and the related audited statements of income, retained earnings
and cash flows for the years then ended (the "Audited Andina
Financial Statements"), and (ii) the unaudited balance

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sheets of Andina and the Andina Subsidiaries as of March 31, 1996,
and the related unaudited statements of income, retained earnings
and cash flows for the three-month periods ended March 31, 1995
and 1996 (the "Interim Andina Financial Statements"). The
Audited Andina Financial Statements have been prepared and are
presented in conformity with generally accepted accounting
principles in Chile ("Chilean GAAP") consistently applied
throughout the periods involved (except as noted therein). The
Audited Andina Financial Statements present fairly in all
material respects the financial position and the results of
operations and cash flows of Andina and the Andina Subsidiaries
as of their respective dates and for the respective periods
covered thereby. The Interim Andina Financial Statements
present fairly in all material respects the financial position
of Andina and the Andina Subsidiaries as of March 31, 1996, and
the related results of their operations for the three-month
period then ended (subject to normal and recurring year-end
adjustments). As used in this Agreement, the term "Andina
Financial Statements" means, collectively, the Audited Andina
Financial Statements and the Interim Andina Financial
Statements. The audited balance sheet as of December 31, 1995
included in the Audited Andina Financial Statements is referred
to herein as the "1995 Andina Balance Sheet".

2.5 NO UNDISCLOSED LIABILITIES Neither Andina nor any
Andina Subsidiary is subject to any obligation or liability of
any nature (including contingent liabilities and unasserted
claims), which would be required by Chilean GAAP to be
reflected on a consolidated balance sheet of Andina or the
notes thereto and which is not reflected on the 1995 Andina
Balance Sheet or the notes thereto, other than obligations
pursuant to this Agreement or the transactions contemplated
hereby and liabilities which individually or in the aggregate
do not have a Material Adverse Effect on the Andina Parties.

2.6 NO CONFLICT The execution, delivery and performance
of this Agreement, the consummation by the Andina Parties of
the transactions contemplated hereby and the fulfillment of and
compliance with the terms and conditions hereof do not and will
not (i) violate or conflict with any of the provisions of the
Estatutos Sociales of Andina, Atlantico, any of the Majority
Shareholders or any Andina Subsidiary, (ii) violate, conflict
with or result in a breach or default under or cause the
termination, modification or acceleration of any term or
condition of any mortgage, indenture, contract, license, permit
or other agreement, document or instrument to which any Andina
Party or any Andina Subsidiary is a party or by which any
Andina Party or any Andina Subsidiary or any of its properties
may be bound, in each case except for any such violations,
conflicts, breaches, defaults, terminations, modifications or
accelerations that individually or in the aggregate would not
have a Material Adverse Effect on the Andina Parties,
(iii) violate any provision of applicable laws or regulations
by which any Andina Party or any Andina Subsidiary or any of
its properties may be bound or any order, judgment, decree or
ruling of any governmental or arbitral authority or court of
law applicable to any Andina Party or any Andina Subsidiary or
its respective assets, except those which individually or in
the aggregate would not have a Material Adverse Effect on the
Andina Parties, (iv) result in the creation or imposition of
any lien, claim, charge, restriction, security interest or
encumbrance of any kind upon any material asset of any Andina
Party or any Andina Subsidiary, except those which individually
or in the aggregate would not have a Material Adverse Effect on
the Andina Parties or (v) require the approval, authorization or act

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of, or the making by any Andina Party or any Andina
Subsidiary of any declaration, filing or registration with, any
federal, state or local authority, except those the absence of
which would not have a Material Adverse Effect on the Andina
Parties.

2.7 LITIGATION AND CLAIMS. Except as set forth in
Schedule 2.7, there are no lawsuits, claims, actions,
investigations, indictments or information, or administrative,
arbitration or other proceedings pending, or, to the knowledge
of Andina or the Majority Shareholders, threatened against
Andina or any Andina Subsidiary or involving any of their
properties or businesses which (individually or in the
aggregate), if adversely determined, would result in a Material
Adverse Effect on the Andina Parties, and neither Andina nor
the Majority Shareholders has any knowledge of any grounds for
the assertion of any claim which if adversely determined would
have such an effect. There are no material judgments, orders,
injunctions, decrees, stipulations or awards (whether rendered
by a court, administrative agency, or by arbitration, pursuant
to a grievance or other procedure) against or relating to
Andina or any Andina Subsidiary.

2.8 EMPLOYEE CONTRACTS, UNION AGREEMENTS AND BENEFIT
PLANS

(a) As used in this Agreement, the term "Andina
Employee Benefit Plans" means all agreements, arrangements,
commitments, policies or understandings of any kind (whether
written or oral) which relate to compensation, remuneration or
benefits in any way and/or which constitute employment,
consulting or collective bargaining contracts, or deferred
compensation, pension, multiemployer, profit sharing, thrift,
retirement, stock ownership, stock appreciation rights, bonus,
stock option, stock purchase or other compensation commitments,
benefit plans, arrangements or plans, including all welfare
plans and all union-sponsored plans, of or pertaining to the
present or former employees (including retirees), directors or
independent contractors (or their dependents, spouses or
beneficiaries) of Andina and each Andina Subsidiary or any
predecessors in interest thereto, that are currently in effect
or as to which Andina or any Andina Subsidiary has any ongoing
liability or obligation whatsoever.

(b) Andina and each Andina Subsidiary and its
predecessors in interest have complied with all of their
respective obligations with respect to all Andina Employee
Benefit Plans, including the payment of all social security and
other contributions required by law, except in each case for
failures to comply that individually or in the aggregate would
not have a Material Adverse Effect on the Andina Parties, and
the Andina Employee Benefit Plans have been maintained in
compliance with all applicable laws and regulations

(c) No Andina Employee Benefit Plan is currently
under investigation, audit or review by any governmental
authority or agency.

(d) No Andina Employee Benefit Plan is liable for
any Taxes, except in the ordinary course and for current
periods.

(e) Except as set forth on Schedule 2.8, to the
knowledge of Andina or the Majority Shareholders, there are no
claims, pending or threatened, by any participant in any of

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the Andina Employee Benefit Plans and no basis for any such
claim or claims exists, except for benefits to participants
or beneficiaries in accordance with the terms of the Andina
Employee Benefit Plans and except for claims that individually
or in the aggregate would not have a Material Adverse Effect on
the Andina Parties.

2.9 LABOR RELATIONS. Except as set forth in Schedule
2.9:

(a) Andina and each Andina Subsidiary is in
compliance with all applicable laws and collective bargaining
agreements respecting employment and employment practices,
terms and conditions of employment, wages and hours and
occupational safety and health, which if not complied with
(individually or in the aggregate) would have a Material
Adverse Effect on the Andina Parties.

(b) There is no social security or labor complaint
and, no charges, investigations, administrative proceedings or
formal complaints of discrimination against or involving Andina
or any Andina Subsidiary pending or, to the knowledge of Andina
or the Majority Shareholders, threatened before any regulatory
agency or any court of law, which, if determined adversely to
Andina or any Andina Subsidiary, individually or in the
aggregate would have a Material Adverse Effect on the Andina
Parties.

(c) There is no labor strike, dispute, slowdown or
stoppage pending or threatened against Andina or any Andina
Subsidiary, except for threatened actions which, if realized,
individually or in the aggregate would not have a Material
Adverse Effect on the Andina Parties.

(d) No organizational drive exists or has existed
within the past twenty-four (24) months respecting the
employees of Andina or any Andina Subsidiary or any predecessor
thereof, except for those which individually or in the
aggregate did not and will not have a Material Adverse Effect
on the Andina Parties.

(e) No grievance proceeding or arbitration
proceeding arising out of or under any collective bargaining
agreement is pending against Andina or any Andina Subsidiary,
or, to the knowledge of Andina or the Majority Shareholders,
threatened, and no basis for any claim therefor exists, except
for such proceedings or claims which individually or in the
aggregate would not have a Material Adverse Effect on the
Andina Parties.

2.10 ENVIRONMENTAL MATTERS. Except as set forth in
Schedule 2.10:

(a) Except for failures to comply which would not
individually or in the aggregate have a Material Adverse Effect
on the Andina Parties, Andina and each Andina Subsidiary is in
compliance with all applicable laws and regulations relating to
pollution or the protection of human health and the environment
(including, without limitation, ambient air, surface water,
ground water, land surface or subsurface strata) and with all
applicable requirements and obligations contained in such laws
and regulations and with any orders or judgments of any
government agency or court of law relating thereto.


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(b) Andina and each Andina Subsidiary has obtained
all permits, licenses and other authorizations and has filed
all notices which are required to be obtained or filed by it
for the operation of its business under all applicable laws
relating to pollution or the protection of human health and the
environment, except for failures to obtain or file any of the
foregoing which individually or in the aggregate would not have
a Material Adverse Effect on the Andina Parties.

(c) Andina and each Andina Subsidiary is in
compliance with all terms and conditions of such required
permits, licenses and authorizations, except for noncompliance
therewith which individually or in the aggregate would not have
a Material Adverse Effect on the Andina Parties.

(d) To the knowledge of Andina or the Majority
Shareholders, and based on current (or enacted but not yet
effective) laws, regulations and interpretations thereof, as
currently administered, with respect to Andina or any Andina
Subsidiary or its business, there are no past or present
events, conditions, circumstances, activities, practices or
plans which may interfere with or prevent continued compliance,
or which may give rise to any liability, or otherwise form the
basis of any claim, action, proceeding or investigation, based
on or related to the generation, manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling, or the emission, discharge, release or threatened
release into the environment, of any pollutant, contaminant or
hazardous or toxic material or waste, except for any of the
foregoing which individually or in the aggregate would not have
a Material Adverse Effect on the Andina Parties.

2.11 REQUIRED LICENSES AND PERMITS. Andina and each
Andina Subsidiary has all licenses, permits or other
authorizations necessary for the production and sale of its
products in the manner currently produced and sold, and the
conduct of its business as now conducted, except for failures
to have the same which would not individually or in the
aggregate have a Material Adverse Effect on the Andina Parties.

2.12 INSURANCE POLICIES. As used in this Agreement, the
term "Andina Insurance Policies" means all insurance policies
in force naming Andina or any Andina Subsidiary as an insured
or beneficiary or as a loss payable payee. Except as set forth
in Schedule 2.12, neither Andina nor any Andina Subsidiary has
received notice of any pending or threatened cancellation or
premium increase (retroactive or otherwise) with respect to any
of the Andina Insurance Policies, and Andina and each Andina
Subsidiary is in compliance with all conditions contained
therein, except for such cancellations, increases or failures
to comply which individually or in the aggregate would not have
a Material Adverse Effect on the Andina Parties. There are no
material pending claims against such insurance by Andina or any
Andina Subsidiary as to which insurers are defending under
reservation of rights or have denied liability, and there
exists no material claim under such insurance that has not been
properly filed by Andina or each Andina Subsidiary.


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2.13 CONTRACTS AND COMMITMENTS.

(a) As used in this Agreement, the term "Andina
Contract" means any material contract, agreement, promissory
note, debt instrument, or legally binding commitment,
arrangement, undertaking or understanding to which Andina or
any Andina Subsidiary is a party or by which it is bound or to
which it or its property is subject, whether written or oral
and including without limitation each and every amendment,
modification or supplement thereto.

(b) Andina and each Andina Subsidiary is in
compliance in all respects with all terms of the Andina
Contracts, except for noncompliance which individually or in
the aggregate would not have a Material Adverse Effect on the
Andina Parties. To the knowledge of Andina or the Majority
Shareholders, (i) except as set forth on Schedule 2.13, there
is no bankruptcy, insolvency or similar proceeding with respect
to any party to an Andina Contract having any material
executory obligations thereunder; (ii) all such Andina
Contracts are valid and binding, are in full force and effect
and are enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization and other
laws affecting the rights of creditors generally; and (iii) no
event has occurred and is continuing which alone or in
combination with any other event would constitute a default
under any such Andina Contract by any party thereto which,
individually or in the aggregate with other such events, would
have a Material Adverse Effect on the Andina Parties.

2.14 ABSENCE OF CERTAIN CHANGES OR EVENTS.

(a) Since March 31, 1996, there has been no material
adverse change in the financial condition or business of Andina
and the Andina Subsidiaries taken as a whole.

(b) Except as disclosed in Schedule 2.14(b) or in
the Andina SEC Documents filed with the SEC, or in any other
Schedule hereto, and except for the transactions contemplated
by this Agreement, since March 31, 1996 Andina and each of the
Andina Subsidiaries has conducted its business only in the
ordinary course and consistent with past practice.

(c) Except as disclosed in Schedule 2.14(c) or in
the Andina SEC Documents filed with the SEC, or in any other
Schedule hereto, from March 31, 1996 to the date hereof, each
of Andina and the Andina Subsidiaries has:

(i) neither changed nor amended its Estatutos
Sociales or similar charter documents;

(ii) other than pursuant to the exercise of
employee stock options outstanding on the date
hereof and pursuant to Andina Employee Benefit Plans,
not issued, sold or granted options, warrants or
rights to purchase or subscribe to, or entered
into any arrangement or contract with respect to
the issuance or sale of any of the capital
stock of Andina, Atlantico or any other Andina


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Subsidiary or rights or obligations convertible into
or exchangeable for any shares of the capital stock of
Andina, Atlantico or any other Andina Subsidiary and not
altered the terms of any presently outstanding options or
made any changes (by split-up, combination, reorganization
or otherwise) in the capital structure of Andina,
Atlantico or any other Andina Subsidiary;

(iii) other than pursuant to the exercise of
employee stock options outstanding on the date
hereof, not declared, paid or set aside for payment
any dividend or other distribution in respect of the
capital stock or other equity securities of Andina or
Atlantico and not redeemed, purchased or otherwise
acquired any shares of the capital stock or other
securities of Andina, Atlantico or any of the other
Andina Subsidiaries, or rights or obligations
convertible into or exchangeable for any shares of
the capital stock or other securities of Andina,
Atlantico or any other Andina Subsidiary or
obligations convertible into such, or any options,
warrants or other rights to purchase or subscribe to
any of the foregoing;

(iv) not merged or consolidated with any other
person or acquired or entered into an agreement to
acquire stock or assets of any business or entity in
an amount in excess of U.S. $1,000,000;

(v) not (A) created, incurred or assumed any
long-term indebtedness, or letters of credit or
similar obligations (including obligations in respect
of capital leases which individually or in the
aggregate involve annual payments in excess of
U.S.$1,000,000) in excess of U.S. $10,000,000 or,
except in the ordinary course of business under
existing lines of credit, created, incurred or
assumed any short-term debt for borrowed money, (B)
assumed, guaranteed, endorsed or otherwise become
liable or responsible (whether directly, contingently
or otherwise) for the obligations of any other person
other than Andina, Atlantico or any other Andina
Subsidiary in excess of U.S. $50,000 (except in the
ordinary course of business and consistent with past
practice), (C) made any loans or advances to any
other person in excess of U.S. $10,000, except in the
ordinary course of business and consistent with past
practice, or (D) made capital expenditures not
reflected in Andina's current business plan involving
in excess of U.S.$3,000,000 in the aggregate;

(vi) not granted any increase in the
compensation of officers, directors or employees,
whether now or hereafter payable (except for employee
compensation increases in the ordinary course of
business and consistent with past practice);

(vii) not sold or otherwise disposed of in
any transaction or related series of transactions
assets having a value greater than U.S. $1,000,000 in
the aggregate;

- 10 -


(viii) not waived any material claims or
rights except in the ordinary course of business;

(ix) not entered into any agreement involving
payments annually in excess of U.S. $1,000,000 or in
the aggregate in excess of U.S. $10,000,000, except
in the ordinary course of business;

(x) not entered into any transaction with any
of the Majority Shareholders;

(xi) not commenced, defended or settled any
litigation or arbitration in which the aggregate
amount involved is in excess of U.S. $1,000,000;

(xii) not assumed or incurred any lien or
similar encumbrance on any of its assets in an amount
in excess of U.S. $1,000,000 in the aggregate;

(xiii) not made any material change in its
accounting principles, methods or practices or
amortization policies or rates; or

(xiv) not entered into any binding agreement
to do any of the foregoing.

2.15 COMPLIANCE WITH LAW. Except for failures to comply
which would not individually or in the aggregate have a
Material Adverse Effect on the Andina Parties, neither Andina
nor any Andina Subsidiary is or has been (by virtue of any
action, omission to act, contract to which it is a party or any
occurrence or state of facts whatsoever) in violation of any
applicable laws, ordinances, regulations, orders or decrees or
any other requirement of any governmental agency or court of
law binding upon it, or relating to its properties, employees
or business, or its advertising, sales or pricing practices.

2.16 TAX MATTERS

(a) For purposes of this Agreement, the term "Taxes"
shall mean all taxes, including withholding taxes and social
security contributions, assessments, charges, duties, fees,
levies, mandatory employee profit sharing or other governmental
charges (including interest, penalties or surcharges associated
therewith), including national, state, province, city, county
or other income, franchise, capital stock, real property,
personal property, tangible, withholding, unemployment
compensation, disability, transfer, sales, soft drink, use,
excise, gross receipts and all other taxes of any kind for
which a person may have any liability imposed by any federal,
state, province, county, city, country or government or
subdivision or agency thereof, whether disputed or not.

(b) Except as set forth in Schedule 2.16:
(i) all returns with respect to Taxes, including estimated
returns and reports of every kind, which are due to have
been filed by Andina or any Andina Subsidiary in
accordance with any applicable law, have been duly


- 11 -

filed, except where failure to file does not and will not
individually or in the aggregate have a Material Adverse
Effect on the Andina Parties; (ii) all Taxes for which Andina
or any Andina Subsidiary may have any liability through the date
hereof, have been paid in full or are to the extent required by
Chilean GAAP accrued as liabilities for Taxes on the books and
records of Andina and the Andina Subsidiaries, except where the
failure to do so would not have a Material Adverse Effect on the
Andina Parties; (iii) the amounts so paid on or before the date
hereof, together with any amounts accrued as liabilities for Taxes
(whether accrued as currently payable or deferred Taxes) on the
books of Andina and reflected in the Andina Financial
Statements will be adequate to satisfy all material liabilities
for Taxes of Andina and the Andina Subsidiaries in any
jurisdiction through March 31, 1996, including Taxes accruable
upon income earned through March 31, 1996; (iv) there are not
now any extensions of time in effect with respect to the dates
on which any returns or reports of Taxes on the part of Andina
or any Andina Subsidiary were or are due to be filed, except
where such extensions would not have a Material Adverse Effect
on the Andina Parties; (v) all deficiencies asserted as a
result of any examination of any return or report of Taxes on
the part of Andina or any Andina Subsidiary have been paid in
full, accrued on the books of Andina and the Andina
Subsidiaries, or finally settled, and no issue has been raised
in any such examination which, by application of the same or
similar principles, reasonably could be expected to result in a
proposed deficiency for any other period not so examined;
(vi) no claims have been asserted and, to the knowledge of
Andina or the Majority Shareholders, no proposals or
deficiencies for any Taxes on the part of Andina or any Andina
Subsidiary are being asserted, proposed or threatened, and no
audit or investigation of any return or report of Taxes on the
part of Andina or any Andina Subsidiary is currently underway,
pending or, to the knowledge of Andina or the Majority
Shareholders, threatened, except such as will not individually
or in the aggregate have a Material Adverse Effect on the
Andina Parties; (vii) to the knowledge of Andina or the
Majority Shareholders, all returns or reports of Taxes on the
part of Andina or any Andina Subsidiary due to have been
examined by all relevant tax authorities have either been
examined by all relevant tax authorities or the taxable years
therefor have been closed by operation of law; and (viii) there
are no equivalents under local law of U.S. style outstanding
waivers or agreements by Andina or any Andina Subsidiary for
the extension of time for the assessment of any Taxes on the
part of Andina or any Andina Subsidiary or deficiency thereof,
nor any equivalents thereof under applicable local law, nor are
there any requests for rulings, outstanding subpoenas or
requests for information, notices of proposed reassessment of
any property owned or leased by Andina or any Andina Subsidiary
or any other matter outside the ordinary course of business
pending between Andina or any Andina Subsidiary and any taxing
authority, except such as would not have a Material Adverse
Effect on the Andina Parties.

(c) In each case, adequate provision, including
provision in the deferred tax account, has been made in the
Audited Andina Financial Statements for all material deferred
and accrued liabilities for Taxes as of their respective dates
with respect to operations for periods ending on such dates.


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2.17 STATUS AS A FOREIGN ISSUER; NO SIGNIFICANT U.S.
PRESENCE.

(a) Neither Andina nor its ultimate parent entity
(i) is incorporated in the United States, (ii) is organized
under the laws of the United States or (iii) has its principal
offices located in the United States.

(b) Neither Andina nor any entity controlled by
Andina (i) holds assets (other than investment assets) located
in the United States having an aggregate book value or market
value of U.S.$15,000,000 or more or (ii) had sales in or into
the United States of U.S. $25,000,000 or more during the fiscal
year ended December 31, 1995.

2.18 OTHER REGISTRATION RIGHTS. Andina has not granted,
and has not agreed to grant, any demand or incidental
registration rights to any person.

2.19 TAKEOVER STATUTES. No "fair price," "moratorium,"
"control share acquisition," "business combination,"
"shareholder protection" or similar antitakeover statute or
regulation will apply to this Agreement or the transactions
contemplated hereby.

2.20 VOTE REQUIRED; BOARD RECOMMENDATION. The only vote
of the shareholders of Andina required to approve the
transactions contemplated by this Agreement or to approve the
Amendments (as defined in Section 4.3) is the affirmative vote
of two-thirds of the outstanding shares of Common Stock of
Andina. The Board of Directors of Andina has unanimously
determined that this Agreement and the transactions
contemplated hereby (including the Amendments) are advisable
and in the best interests of the shareholders of Andina, and
the Board of Directors of Andina has unanimously approved this
Agreement and the transactions contemplated hereby (including
the Amendments).

2.21 NO THIRD-PARTY INVASION OF TERRITORY CLAIMS. Except
as set forth in Schedule 2.21, to the knowledge of Andina or
the Majority Shareholders, since December 31, 1995, neither
Andina nor any Andina Subsidiary has received notice of any
claim against it by another bottler for wrongful shipment of
soft drinks into such bottler's territory, nor has Andina or
any Andina Subsidiary wrongfully shipped any soft drink
products into any third party's bottling territory, and neither
Andina nor any Andina Subsidiary has any such claim against any
other bottler.


ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF CITICORP AND SPC

Citicorp and SPC hereby jointly and severally represent
and warrant to Andina and the Majority Shareholders as follows:

3.1 POWER AND AUTHORITY; ENFORCEABILITY. Each of Citicorp
and SPC has all requisite power and authority to execute and
deliver this Agreement and to perform its obligations

- 13 -

hereunder and to consummate the transactions contemplated hereby.
The execution, delivery and performance of this Agreement by
Citicorp and SPC, and the consummation by each of them of the
transactions contemplated hereby have been duly authorized by
all required corporate action. This Agreement has been duly
executed and delivered by each of Citicorp and SPC and constitutes
the legal, valid and binding obligation of Citicorp and SPC
enforceable against each of them in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization and
other laws affecting the rights of creditors generally.

3.2 ORGANIZATION. Citicorp is a banking corporation duly
organized, validly existing and in good standing under the laws
of Delaware, U.S.A. SPC is a Cayman Islands corporation duly
organized and validly existing under the laws of the Cayman
Islands. SPC was formed on June 3, 1996. SPC has no assets
and, except for the execution and delivery of this Agreement,
SPC has not engaged in any activity, conducted any business,
entered into any agreement or otherwise incurred any
liabilities or obligations.

3.3 NO CONFLICT. The execution, delivery and performance
by Citicorp and SPC of this Agreement, the consummation by
Citicorp and SPC of the transactions contemplated hereby, and
the fulfillment of and compliance with the terms and conditions
hereof do not and will not (i) violate or conflict with any of
the provisions of the charter or bylaws of Citicorp or SPC,
(ii) violate, conflict with or result in a breach or default
under or cause the termination, modification or acceleration of
any term or condition of any mortgage, indenture, contract,
license, permit, instrument or other agreement, document or
instrument to which Citicorp or SPC is a party or by which
Citicorp or SPC or any of their respective properties may be
bound, (iii) violate any provision of applicable laws or
regulations by which Citicorp or SPC or any of their respective
properties may be bound, or any order, judgment, decree or
ruling of any governmental or arbitral authority or court of
law applicable to Citicorp or SPC or their respective assets,
(iv) result in the creation or imposition of any lien, claim,
charge, restriction, security interest or encumbrance of any
kind upon any asset of Citicorp or SPC or (v) require the
approval, authorization or act of, or the making by Citicorp or
SPC of any declaration, filing or registration with, any
federal, state or local authority.


ARTICLE 4
CERTAIN COVENANTS AND AGREEMENTS

4.1 CONDUCT OF BUSINESS BY ANDINA. From the date hereof
to the Closing, Andina and the Majority Shareholders will, and
will cause Atlantico and each other Andina Subsidiary to,
except as otherwise contemplated by this Agreement and the
transactions contemplated hereby and except as otherwise
consented to by Citicorp and SPC:

(a) Carry on its business in the ordinary course
consistent with past practice;

(b) Except for the adoption of the Amendments,
neither change nor amend its Estatutos Sociales or similar
charter documents;


- 14 -

(c) Other than pursuant to the exercise of employee
stock options outstanding on the date hereof and pursuant to
Andina Employee Benefit Plans, not issue, sell or grant
options, warrants or rights to purchase or subscribe to, or
enter into any arrangement or contract with respect to the
issuance or sale of any of the capital stock of Andina or any
Andina Subsidiary or rights or obligations convertible into or
exchangeable for any shares of the capital stock of Andina or
any Andina Subsidiary and not alter the terms of any presently
outstanding options or make any changes (by split-up,
combination, reorganization or otherwise) in the capital
structure of Andina or any Andina Subsidiary;

(d) Other than pursuant to the exercise of employee
stock options outstanding on the date hereof, not declare, pay
or set aside for payment any dividend or other distribution in
respect of the capital stock or other equity securities of
Andina or any Andina Subsidiary and not redeem, purchase or
otherwise acquire any shares of the capital stock or other
securities of Andina or any Andina Subsidiary, or rights or
obligations convertible into or exchangeable for any shares of
the capital stock or other securities of Andina or any Andina
Subsidiary or obligations convertible into such, or any
options, warrants or other rights to purchase or subscribe to
any of the foregoing;

(e) Not merge or consolidate with any other person
or acquire or enter into an agreement to acquire stock or
assets of any business or entity in an amount in excess of
U.S. $1,000,000;

(f) Not enter into a transaction involving the sale
of all or substantially all of the assets of Andina;

(g) Not enter into a transaction involving any
reorganization, merger, consolidation, share exchange, business
combination or similar transaction involving Andina;

(h) Not enter into a transaction involving a change
in the ownership of the outstanding voting power or equity
interests of Andina as a result of which the Majority
Shareholders own less than 50.1% of the outstanding voting
power of Andina or less than 50.1% of the outstanding equity
interests of Andina; and

(i) Not enter into any binding agreement to do any
of the foregoing.

4.2 INSPECTION AND ACCESS TO INFORMATION; CONFIDENTIALITY.

(a) Between the date of this Agreement and the
Closing, each party hereto (other than Citicorp) will provide
each other party and its accountants, counsel and other
authorized representatives access, during reasonable business
hours and under reasonable circumstances to any and all

- 15 -

of its premises, properties, contracts, commitments, books,
records and other information (including tax returns filed and
those in preparation) and will cause its respective officers to
furnish to the other party and its authorized representatives any
and all financial, technical and operating data and other
information pertaining to its business, as each other party
shall from time to time reasonably request.

(b) The parties hereto shall, and shall cause their
authorized representatives to, hold in strict confidence, and
not disclose to any person, or use in any manner except in
connection with the transactions contemplated under this
Agreement, all information obtained from any other party hereto
in connection with the transactions contemplated hereby, except
that such information may be disclosed (i) where necessary as
required by law to any regulatory authorities or governmental
agencies, (ii) if required by court order or decree or
applicable law, (iii) if it is ascertainable or obtained from
public or published information, (iv) if it is received from a
third party not known to the recipient to be under an
obligation to keep such information confidential, (v) if it is
or becomes known to the public other than through disclosure by
the recipient or (vi) if the recipient can demonstrate that it
was in its possession prior to disclosure thereof in connection
with this Agreement.

4.3 INFORMATION STATEMENT. As promptly as practicable
after the date hereof, Andina shall prepare and, after
consultation with Citicorp and SPC, shall mail a notice of a
proposed shareholders' meeting (the "Special Meeting") and
accompanying companion information statement (the "Information
Statement") to all shareholders of Andina entitled to vote at
the Special Meeting and to the SVS. The notice shall request
the shareholders of Andina to approve amendments to the
Estatutos Sociales of Andina in substantially the form set
forth in Exhibit 4.3 (the "Amendments") to permit (a) an
increase in the share capital of Andina to permit the issuance
by Andina of the Acquired Andina Shares and the shares to be
issued in the Preemptive Rights Offering, (b) following the
issuance of the Acquired Andina Shares pursuant to this
Agreement, the reclassification (the "Reclassification") of the
existing Common Stock such that each share of Common Stock will
become one share of Class A Stock (the "Class A Stock") and one
share of Class B Stock (the "Class B Stock") of Andina, each
having the respective rights and privileges set forth in
Exhibit 4.3, and (c) an increase in the number of members of
Andina's board of directors to seven incumbent members and
seven alternate members.

4.4 NEW YORK STOCK EXCHANGE MATTERS.

(a) Andina shall use its reasonable and good faith
efforts to obtain confirmation from the New York Stock Exchange
that the American Depository Shares representing the Class A
Stock and the Class B Stock will be listed on the New York
Stock Exchange after (i) the issuance and sale of the Acquired
Andina Shares and the shares to be issued in the Preemptive
Rights Offering and the Reclassification and (ii) the
effectiveness of the provisions of this Agreement and the
Amendments.

(b) Andina shall use its reasonable and good faith
efforts to insure that the Class B Stock issuable upon
conversion of the Class A Stock shall be duly authorized and
reserved for issuance by Andina and shall take all necessary
action to receive confirmation from the New York Stock Exchange
that American Depository Shares representing such shares

- 16 -

of Class B Stock have been listed on the New York Stock Exchange,
subject to official notice of issuance.

4.5 SHAREHOLDER MATTERS. Andina shall cause the Special
Meeting to be convened and held promptly after the date hereof
for the purpose of voting upon the approval of the Amendments.
Andina's Board of Directors shall recommend to its shareholders
approval of the Amendments at the Special Meeting, and the
Majority Shareholders shall vote all of their shares of Common
Stock in favor of approval of the Amendments.

4.6 PREEMPTIVE RIGHTS OFFERING; RECLASSIFICATION.

(a) Promptly after the Special Meeting, Andina shall
take all necessary actions to make a preemptive rights offering
of shares of Common Stock to the existing shareholders of
Andina pursuant to the requirements of the Chilean Companies
Act (the "Preemptive Rights Offering") and to register the
shares of Common Stock to be offered in the Preemptive Rights
Offering with the SVS. Prior to the commencement of the period
in which Andina shareholders have the right to elect to
purchase shares of Andina Common Stock in the Preemptive Rights
Offering, the Board of Directors of Andina in its good faith
judgment shall fix the per share price to be paid for Andina
Common Stock in the Preemptive Rights Offering taking into
account all relevant factors, including the trading price of
the Andina Common Stock.

(b) Promptly after the Special Meeting and the
Preemptive Rights Offering, Andina shall take all necessary
actions to effect the Reclassification.

4.7 FURTHER ASSURANCES. Subject to the other provisions
of this Agreement, the parties hereto shall each use their
reasonable, good faith efforts to perform their obligations
herein and to take, or cause to be taken, or do, or cause to be
done, all things necessary, proper or advisable under
applicable law to obtain all approvals and satisfy all
conditions to the obligations of the parties under this
Agreement and to cause the Closing to be effected on or prior
to December 2, 1996 in accordance with the terms hereof and
shall cooperate fully with each other and their respective
officers, directors, employees, agents, counsel, accountants
and other designees in connection with any steps required to be
taken as part of their respective obligations under this
Agreement.

4.8 PUBLIC ANNOUNCEMENTS. Without the prior written
consent of the other parties hereto, each party agrees that it
will not make any public announcement concerning the
transactions contemplated by this Agreement, provided that any
party may make such public announcement if it is advised by
counsel that such public announcement is required by law or the
rules of any U.S. or Chilean national securities exchange or is
otherwise legally advisable in light of the prior disclosure
practice of such party. Each party hereto will discuss any
public announcements concerning the transactions contemplated
by this Agreement with the other parties hereto prior to making
such announcements.


- 17 -

4.9 ASSIGNMENT OF PREEMPTIVE RIGHTS. In order to
facilitate the issuance to, and the purchase by, SPC of the
Acquired Andina Shares, the Majority Shareholders hereby
irrevocably commit that, at the beginning of the option period
for the Preemptive Rights Offering, they will deliver to
Citicorp and SPC a written assignment of all of their rights
with respect to the exercise of preemptive rights under Chilean
corporate law or otherwise necessary to permit SPC to subscribe
to the Acquired Andina Shares.

4.10 SPC COVENANTS. Citicorp and SPC agree that, prior to
the Closing, except as otherwise specifically contemplated by
this Agreement and except for filings required under the laws
of the Cayman Islands, SPC will not engage in any activity,
conduct any business, enter into any agreement or otherwise
incur any liabilities or obligations.


ARTICLE 5
CONDITIONS

5.1 CONDITION TO EACH PARTY'S OBLIGATIONS. The
respective obligations of each party to effect the Closing
shall be subject to the fulfillment at or prior to the Closing
of the condition that all consents, authorizations, orders and
approvals of (or filings or registrations with) any
governmental commission, board or other regulatory body
required in connection with the transactions contemplated to be
consummated at the Closing shall have been obtained or made,
except for filing of any documents required to be filed after
the Closing Date.

5.2 CONDITIONS TO OBLIGATIONS OF CITICORP AND SPC. The
obligations of Citicorp and SPC to effect the Closing shall be
subject to the satisfaction on or prior to the Closing of all
of the following conditions, except such conditions as Citicorp
and SPC may waive in writing:

(a) No preliminary or permanent injunction or other
order, judgment, writ or decree by any court or other
governmental authority or agency shall have been issued and
shall remain in effect, and there shall not be any statute,
rule, regulation or order enacted, promulgated or issued after
the date of this Agreement by any governmental authority or
agency which in any case would (i) prohibit or restrain
Citicorp, SPC or the Andina Parties from consummating, or make
illegal, the transactions contemplated under this Agreement to
be consummated at the Closing or impair SPC's ownership of the
Acquired Andina Shares or compel SPC to dispose of all or a
material portion of the Acquired Andina Shares, or (ii) render
Citicorp or SPC unable to consummate the transactions
contemplated hereby to be consummated at the Closing. No suit,
investigation, action, lawsuit or other proceeding shall have
been commenced or threatened for the purpose of obtaining any
such order, writ, injunction, decree or judgment which would
have any of the effects set forth in subparts (i) or (ii)
above.

(b) The Amendments shall have been approved by the
shareholders of Andina in accordance with the requirements of
applicable Chilean laws and regulations.


- 18 -

(c) The Estatutos Sociales of Andina shall have been
amended to reflect the Amendments and duly filed with the SVS
in accordance with the requirements of applicable Chilean laws
and regulations.

(d) The Class A Stock and the Class B Stock shall
have been duly registered by Andina with the SVS in accordance
with the requirements of applicable Chilean laws and
regulations but shall not have been issued until after the
issuance of the Acquired Andina Shares.

(e) Andina shall have taken all necessary action to
ensure that the Class B Stock issuable upon conversion of the
Class A Stock shall have been duly authorized and reserved for
issuance by Andina.

(f) The president or chief executive officer of each
of the Andina Parties shall deliver to Citicorp and SPC a
written certificate to the effect that the representations and
warranties set forth in Sections 2.1, 2.2(a), 2.2(b), 2.2(c),
2.3, 2.6 and 2.17 are true and correct in all material respects
at and as of the Closing Date, as if made on such date and to
the further effect that:

(i) the shareholders of Andina have duly
approved the Amendments by the necessary vote, and
that immediately after the issuance of the Acquired
Andina Shares the Amendments will be duly adopted and
will be in full force and effect; and

(ii) the Majority Shareholders have validly
assigned to SPC all preemptive rights necessary to
permit SPC to subscribe to the Acquired Andina
Shares.

(g) A foreign investment agreement between SPC and
the Republic of Chile has been executed, enabling SPC to
register the funds necessary to pay the Aggregate Subscription
Price as a foreign investment capital contribution under Decree
Law No. 600 (Foreign Investment Statute).

5.3 CONDITIONS TO OBLIGATIONS OF ANDINA PARTIES. The
obligations of the Andina Parties to effect the Closing shall
be subject to the satisfaction on or prior to the Closing Date
of the following conditions, unless the Andina Parties have
waived such conditions in writing:

(a) No preliminary or permanent injunction or other
order, judgment, writ or decree by any court or other
governmental authority or agency shall have been issued and
shall remain in effect, and there shall not be any statute,
rule, regulation or order enacted, promulgated or issued after
the date of this Agreement by any governmental authority or
agency, which in any case would (i) prohibit or restrain any
Andina Party from consummating, or make illegal, the
transactions contemplated under this Agreement to be
consummated at the Closing, or (ii) render any Andina Party
unable to consummate the transactions contemplated

- 19 -

hereby to be consummated at the Closing. No suit, investigation,
action, lawsuit or other proceeding shall have been commenced or
threatened for the purpose of obtaining any such order, writ,
injunction, decree or judgment, which would have any of the
effects set forth in subpart (i) through (ii) above.

(b) A senior officer of Citicorp and SPC shall
deliver to the Andina Parties a written certificate to the
effect that the representations and warranties set forth in
Article 3 are true and correct in all material respects at and
as of the Closing Date, as if made on such date.

5.4 NO OTHER CONDITIONS; EFFECT OF CERTAIN BREACHES.
None of the obligations of any party to this Agreement shall be
subject to any conditions other than those conditions set forth
in this Article 5. Except as set forth in Sections 5.2, 5.3
and 8.1, no breach of the representations, warranties,
covenants or agreements contained in this Agreement shall
affect the obligations of the parties hereto to consummate the
transactions contemplated by this Agreement; provided, however,
that this sentence shall not affect any other rights,
liabilities, duties or obligations of any of the parties hereto
arising under this Agreement as a result of such breach.


ARTICLE 6
ACTIONS REQUIRED AT CLOSING

Unless this Agreement is first terminated as provided in
Article 8, and subject to the satisfaction or waiver of the
conditions set forth herein, the closing of the purchase and
sale of the Acquired Andina Shares (the "Closing") shall take
place at the offices of Andina, Avenida Andres Bello No. 2687,
Piso 20, Santiago, Chile, at 10:00 a.m., local time, on
December 2, 1996, or such other time, date and/or place as the
parties hereto may agree (the "Closing Date") at which the
following actions, including without limitation, shall take
place:

6.1 SHARE CERTIFICATES OF ANDINA. Andina shall deliver
to SPC stock certificates in definitive form representing the
Acquired Andina Shares, registered in the name of SPC.

6.2 AGGREGATE SUBSCRIPTION PRICE. SPC shall tender the
Aggregate Subscription Price to Andina in Chilean Pesos in
immediately available funds to an account reasonably designated
by Andina, which account shall be designated at least five days
prior to the Closing.

6.3 FURTHER ASSURANCES. Following the Closing, Andina
shall take such actions which were required by this Agreement
to be taken at or prior to the Closing but which were not
taken, as may be requested by Citicorp or SPC to confirm and
vest in SPC title to the Acquired Andina Shares.


- 20 -


ARTICLE 7
INDEMNIFICATION

7.1 SURVIVAL. The representations and warranties of the
parties hereto contained herein or in any certificate or other
document delivered pursuant hereto shall not survive the
Closing Date, except that the representations and warranties
contained in Sections 2.1, 2.2(a), 2.2(b), 2.2(c), 2.3, 2.6 and
2.17, in Article 3 and in the certificates delivered pursuant
to Section 5.2(f) and 5.3(b) shall survive the Closing Date
without limitation as to time. The covenants, agreements and
obligations contained in this Agreement shall not survive the
Closing Date, except that (x) the covenants and agreements set
forth in Article 1, Sections 4.2(b), 4.8 and 6.3, this
Article 7 and Article 9 shall survive the Closing Date without
limitation as to time, and (y) the covenants and agreements set
forth in Section 4.6 shall survive the Closing Date until one
month after the completion of the Preemptive Rights Offering
and the Reclassification. Any claim for indemnification under
this Article 7 must be made in writing within the applicable
survival period. Each of the parties hereto acknowledges that
(a) it is a sophisticated institution capable of evaluating the
risks inherent in the transactions contemplated hereby, and (b)
it and its counsel have been afforded an adequate opportunity
to conduct, and have in fact conducted, a due diligence
investigation with respect to each of the transactions
contemplated hereby to the extent they consider it appropriate.

7.2 INDEMNIFICATION BY ANDINA PARTIES

(a) Except as otherwise limited by this Article 7
and subject to the limitations on survival set forth in Section
7.1, the Andina Parties, jointly and severally (except as
otherwise provided in this Agreement), shall indemnify and hold
harmless Citicorp and SPC, their respective officers,
directors, shareholders, employees, agents and representatives
and their successors and permitted assigns (each, an
"Indemnified SPC Party") against and in respect of:

(i) if this Agreement is terminated prior to
the Closing, any and all claims, losses, liabilities,
damages and reasonable costs and expenses directly or
indirectly suffered or incurred or disbursed by any
Indemnified SPC Party as a result of, or with respect
to, any breach of or noncompliance by any Andina
Party with any representation, warranty, covenant or
agreement of any Andina Party contained in this
Agreement;

(ii) if the Closing occurs, any and all claims,
losses, liabilities, damages and reasonable costs and
expenses directly or indirectly suffered or incurred
or disbursed by any Indemnified SPC Party as a result
of, or with respect to, any breach of or
noncompliance by any Andina Party with any
representation, warranty, covenant or agreement of
any Andina Party contained in this Agreement which,
pursuant to Section 7.1 hereof, is stated to survive
the Closing Date; and


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(iii) any and all actions, suits, claims,
proceedings, investigations, audits, penalties,
fines, judgments, reasonable costs (including court
costs) and other expenses (including, without
limitation, reasonable legal and accounting fees and
expenses) incident to any of the foregoing.

(b) Any amounts owed to any Indemnified SPC Party as
a result of a breach of a representation, warranty, covenant or
agreement set forth in Article 1 or Section 2.1, 2.2(a),
2.2(b), 2.2(c), 2.3, 2.6, 2.17 or 6.3 or in the certificates
delivered pursuant to Section 5.2(f) (other than amounts owed
to any Indemnified SPC Party if this Agreement is terminated
prior to the Closing) shall be satisfied by the transfer by the
Majority Shareholders to such Indemnified SPC Party of shares
of Common Stock (or, after the Reclassification, equal numbers
of shares of Class A Stock and Class B Stock) equal in value to
the amount of any indemnification payment which is owed by such
Indemnified SPC Party.

(c) Any amounts owed to any Indemnified SPC Party as
a result of a breach of a representation, warranty, covenant or
agreement if this Agreement is terminated prior to the Closing
or as a result of a breach of a covenant or agreement set forth
in Section 4.2(b), 4.6 or 4.8 or Article 9 shall not be
required to be satisfied in stock, but shall instead be
satisfied by the direct assertion against the Andina Parties of
such indemnified claims to be satisfied out of the assets or
cash of the Andina Parties.

7.3 INDEMNIFICATION BY CITICORP AND SPC. Except as
otherwise limited by this Article 7, Citicorp and SPC shall
indemnify and hold harmless the Andina Parties, their
respective officers, directors, shareholders, employees, agents
and representatives and their successors and permitted assigns
(each, an "Indemnified Andina Party") against and in respect
of:

(a) any and all claims, losses, liabilities,
damages, reasonable costs and expenses directly or indirectly
suffered or incurred or disbursed by any Indemnified Andina
Party as a result of, or with respect to, any breach or of
noncompliance by either Citicorp or SPC with any
representation, warranty, covenant or agreement of Citicorp or
SPC contained in this Agreement; and

(b) any and all actions, suits, claims, proceedings,
investigations, audits, penalties, fines, judgments, reasonable
costs (including court costs) and other expenses (including,
without limitation, reasonable legal and accounting fees and
expenses) incident to any of the foregoing.

7.4 NOTICE OF CLAIM. If any Indemnified SPC Party or any
Indemnified Andina Party (as the case may be, an "Indemnified
Party") believes that it has suffered or incurred or disbursed
any claims, losses, liabilities, damages, and reasonable costs
and expenses for which it is entitled to such indemnification
(hereinafter, collectively, a "Loss" or "Losses"), such
Indemnified Party shall promptly notify the party or parties
from whom indemnification is being claimed (the "Indemnifying
Parties") and shall provide them with sufficient information
as is then available. If any legal action or Tax Claim
(as hereinafter defined) is instituted by or

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against a third party with respect to which any Indemnified
Party intends to claim any Losses, such Indemnified Party shall
promptly notify the Indemnifying Parties of such action. The
failure of an Indemnified Party to give any notice required by
this Section 7.4 shall not affect any of such party's rights under
this Article 7 except to the extent such failure is actually
prejudicial to the rights or obligations of the Indemnifying
Parties. The Indemnified Party shall promptly deliver to the
Indemnifying Parties copies of all notices and documents
(including court papers) received by the Indemnified Party
relating thereto. As used in this Agreement, the term "Tax
Claim" means a written assertion by the U.S. Internal Revenue
Service or other taxing authority of a proposed adjustment to
be made with respect to taxes for which an indemnification
obligation would arise hereunder.

7.5 THIRD PARTY CLAIMS. If a claim made pursuant to this
Article 7 arises out of the claim of any third party (including
any Tax Claims), or if there is any claim against a third party
available by virtue of the circumstances relating thereto, the
Indemnifying Parties shall have sixty (60) days after receipt
of the notice referred to in Section 7.4 to notify the
Indemnified Party that they elect to conduct and control such
action. If the Indemnifying Party does not give the foregoing
notice, the Indemnified Party shall have the right to defend,
contest, settle or compromise such action in the exercise of
its reasonable discretion, and the Indemnifying Parties shall,
upon request from the Indemnified Party, promptly pay to such
Indemnified Party, in accordance with the other terms of this
Article 7, the amount of any Losses for which indemnification
is provided hereunder provided, however, that, the Indemnifying
Party will not be subject to any liability for any settlement
made without its written consent, which consent will not be
unreasonably withheld . If the Indemnifying Parties give the
foregoing notice, the Indemnifying Parties shall have the right
to undertake, conduct and control, through counsel of their own
choosing and at their sole expense, the conduct and settlement
of such action and the Indemnified Parties shall cooperate with
the Indemnifying Parties in connection therewith; provided that
(a) the Indemnifying Parties shall not, without the written
consent of the Indemnified Party, enter into any settlement the
effect of which is to create or impose any lien upon any of the
properties or assets of such Indemnified Party; (b) the
Indemnifying Parties shall not consent to any settlement that
does not include as an unconditional term thereof the giving of
a complete release from liability with respect to such action
to the Indemnified Party; (c) the Indemnifying Parties shall
not enter into any settlement the effect of which is to permit
any injunction, declaratory judgment or other nonmonetary
relief to be entered against any Indemnified Party; (d) the
Indemnifying Parties shall permit the Indemnified Party to
participate in such conduct or settlement through counsel
chosen by the Indemnified Party, with the fees and expenses of
such counsel borne by the Indemnified Party unless under then
applicable standards of professional conduct a conflict of
interest would exist, or be reasonably foreseeable to arise,
between the Indemnifying Parties and the Indemnified Party in
which event such fees and expenses of such counsel shall be
borne by the Indemnifying Parties, but under no circumstances
shall the Indemnifying Parties be required to pay the expenses
of more than one such separate counsel in connection with such
claim; and (e) the Indemnifying Parties shall agree promptly to
reimburse the Indemnified Party for the full amount of any
Losses resulting from such action (except for expenses borne by
the Indemnified Party pursuant to clause (d) hereof) incurred
by the Indemnified Party, including reasonable fees and
expenses of counsel for the Indemnified Party.


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ARTICLE 8
TERMINATION

8.1 TERMINATION AND ABANDONMENT. This Agreement may be
terminated at any time prior to the Closing Date, whether
before or after the Special Meeting and the Preemptive Rights
Offering:

(a) by mutual agreement of Andina, Citicorp and SPC;

(b) by Andina, if the conditions set forth in
Sections 5.1 and 5.3 hereof shall not have been complied with
or performed and such noncompliance or nonperformance shall not
have been cured or eliminated (or by its nature cannot be cured
or eliminated) on or before April 30, 1997; and

(c) by Citicorp and SPC, if the conditions set forth
in Sections 5.1 and 5.2 hereof shall not have been complied
with or performed and such noncompliance or nonperformance
shall not have been cured or eliminated (or by its nature
cannot be cured or eliminated) on or before April 30, 1997.

8.2 EFFECT OF TERMINATION. In the event of termination
of this Agreement pursuant to this Article 8, this Agreement
shall forthwith become void and there shall be no liability on
the part of any party or its respective officers, directors or
shareholders, except for obligations under Sections 4.2(b) and
4.8, Article 7, this Section 8.2 and Sections 9.11 and 9.17,
all of which shall survive the termination; provided, however,
that termination pursuant to this Article 8 prior to the
Closing shall not relieve a defaulting or breaching party from
any liability to the other party or parties hereto due to a
breach of any representation, warranty, covenant or agreement
contained in this Agreement (whether or not such
representation, warranty, covenant or agreement would have
survived the Closing Date).


ARTICLE 9
MISCELLANEOUS

9.1 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the
other Operative contains the entire agreement among the parties
hereto with respect to the transactions contemplated herein,
and supersedes all prior agreements and negotiations and oral
understandings relating to the subject matter hereof; provided
that this provision is not intended to abrogate any other
written agreement between the parties executed
contemporaneously with or after this Agreement. No amendment,
modification or alteration of the terms or provisions of this
Agreement shall be binding unless the same shall be in writing
and duly executed by the parties hereto.


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9.2 SUCCESSORS AND ASSIGNS. This Agreement and the
rights of a party hereunder may not be assigned, and the
obligations of a party hereunder may not be delegated, in whole
or in part, without the prior written consent of all other
parties hereto. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective
successors and permitted assigns.

9.3 SCHEDULES AND EXHIBITS. This Agreement includes all
Schedules and Exhibits referred to herein and attached hereto.

9.4 COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall for all purposes be
deemed to be an original and all of which shall constitute one
and the same instrument.

9.5 HEADINGS. The headings of the sections and
paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or
to affect the interpretation hereof.

9.6 MODIFICATION AND WAIVER. Any rights arising under
this Agreement may be waived in writing at any time by the
party holding the same. No waiver of any right shall be deemed
to or shall constitute a waiver of any other rights hereunder
(whether or not similar).

9.7 NOTICES. Any notice, request, instruction or other
document to be given hereunder by any party hereto to any other
party hereto shall be in writing and delivered personally or by
telecopy transmission or sent by registered or certified mail
or by any express mail service, postage and fees prepaid:

if to Andina: Embotelladora Andina S.A.
Avenida Andres Bello No. 2687 Piso 20
Casilla 7187
Santiago, Chile
Attention: Chief Executive Officer
Telefax No.: 562/338/0510

with a copy to: Embotelladora Andina S.A.
Avenida Andres Bello No. 2687 Piso 20
Casilla 7187
Santiago, Chile
Attention: General Counsel
Telefax No.: 562/338/0570


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if to the Majority Inversiones Freire Ltda.
Shareholders: Inversiones Freire Dos Ltda.
c/o Portaluppi, Guzman y Bezanilla
Huerfanos 863 Piso 9
Santiago, Chile
Attention: Eugenio Guzman
Telefax No.: 562/638/3934

if to Citicorp: Citicorp Banking Corporation
Avenida Andres Bello No. 2687 Piso 7
Casilla 7187
Santiago, Chile
Attention: General Legal Counsel
Telefax No.: 562/338/8138

if to SPC: Bottling Investment Limited
Avenida Andres Bello No. 2687 Piso 7
Casilla 7187
Santiago, Chile
Attention: General Legal Counsel
Telefax No.: 562/338/8138

or at such other address or number for a party as shall be
specified by like notice. Any notice which is delivered
personally or by telecopy transmission or by mail in the manner
provided herein shall be deemed to have been duly given to the
party to whom it is directed upon actual receipt by such party.

9.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

9.9 CONSTRUCTION. No provision of this Agreement shall
be construed against or interpreted to the disadvantage of any
party hereto by any court or other governmental authority by
reason of such party's having or being deemed to have
structured or drafted such provision.

9.10 SPECIFIC PERFORMANCE. The parties agree that
irreparable damage would occur if any of the provisions of this
Agreement were not performed in accordance with their specific
terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to equitable relief,
including in the form of injunctions, in order to enforce
specifically the provisions of this Agreement, in addition to
any other remedy to which they are entitled at law or in
equity.


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9.11 CONSENT TO JURISDICTION, ETC.

(a) Each of the parties hereby irrevocably consents
and agrees that any action, suit or proceeding arising in
connection with any disagreement, dispute, controversy or claim
arising out of or relating to this Agreement (for purposes of
this Section, a "Legal Dispute") may be brought to the non-
exclusive jurisdiction of the United States District Court for
the Southern District of New York, New York, United States of
America or, in the event (but only in the event) such court
does not have subject matter jurisdiction over such action,
suit or proceeding, in the courts of the State of New York
sitting in the City of New York, New York, United States of
America.

(b) Each of the parties hereby waives, and agrees
not to assert, as a defense in any action, suit or proceeding
referred to in Section 9.11(a), that it is not subject thereto
or that such action, suit or proceeding may not be brought or
is not maintainable in such court or that its property is
exempt or immune from execution, that the action, suit or
proceeding is brought in an inconvenient forum or that the
venue of the action, suit or proceeding is improper. Each of
the Andina Parties hereby irrevocably appoints CT Corporation
System (the "Agent for Service") as its agent to receive on its
behalf service of copies of the summons and complaint and any
other process which may be served in any such action, suit or
proceeding. Such service may be made by mailing or delivering
a copy of such process to such Andina Party in care of the
Agent for Service at the address of the Agent for Service in
the State of New York, United States of America, and each
Andina Party hereby irrevocably authorizes and directs the
Agent for Service to accept such service on its behalf.

(c) Each party hereto agrees that a final judgment
in any action, suit or proceeding described in this Section
9.11 after the expiration of any period permitted for appeal
and subject to any stay during appeal shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.

9.12 TRANSLATIONS This Agreement has been executed, and
all amendments, supplements, modifications or replacements
hereto shall be made, in the English language. This Agreement
may be translated into the Spanish language for convenience of
one or more of the parties hereto, provided that in case of
discrepancies the English version shall prevail in all cases.

9.13 NO THIRD-PARTY BENEFICIARIES. Except as otherwise
specifically provided herein, nothing in this Agreement is
intended to confer upon any person other than the parties
thereto any rights or remedies.

9.14 "INCLUDING". Words of inclusion shall not be
construed as terms of limitation herein, so that references to
"included" matters shall be regarded as non-exclusive, non-
characterizing illustrations.


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9.15 REFERENCES. Whenever reference is made in this
Agreement to any Article, Section, Schedule or Exhibit, such
reference shall be deemed to apply to the specified Article or
Section of this Agreement or the specified Schedule or Exhibit
to this Agreement.

9.16 MATERIAL ADVERSE EFFECT. As used in this Agreement,
the term "Material Adverse Effect" means (a) when used with
reference to any of the Andina Parties, a material adverse
effect on (i) the financial condition or business of Andina and
the Andina Subsidiaries, taken as a whole or (ii) the ability
of Andina, the Majority Shareholders, Atlantico or any other
Andina Subsidiary to consummate the transactions contemplated
by this Agreement; and (b) when used with reference to Citicorp
or SPC, a material adverse effect on the ability of Citicorp
or SPC to consummate the transactions contemplated by this
Agreement.

9.17 EXPENSES. Except as otherwise agreed herein or in
any other agreement between the parties entered into on or
subsequent to the date hereof, each party hereto shall pay all
costs and expenses incurred by such party or its subsidiaries
or affiliates or on its or their behalf in connection with this
Agreement and the transactions contemplated hereby, including
any stock transfer taxes, recording fees or other similar
taxes, any brokerage fees, commissions or finder's fees, and
any fees and expenses of its or their own financial
consultants, accountants and counsel.

9.18 EXCHANGE RATE. To the extent that any amount
specified herein in a particular currency is paid in another
country in the currency of that country, the amount paid shall
be converted into the specified currency at the average of the
conversion rates for such currencies as announced by Citicorp,
N.A., New York, New York. For purposes hereof, the "conversion
rate" shall be the average of the buy and sell conversion rates
for commercial transactions at the end of the business day
prior to the business day on which such amount is paid.

9.19 SEVERABILITY. The invalidity or unenforceability of
any provision hereof in any jurisdiction will not affect the
validity or enforceability of the remainder hereof in that
jurisdiction or the validity or enforceability of this
Agreement, including that provision, in any other jurisdiction.
To the extent permitted by applicable law, each party waives
any provision of law that renders any provision hereof
prohibited or unenforceable in any respect. If any provision
of this Agreement is held to be unenforceable for any reason,
it shall be adjusted rather than voided, if possible, in order
to achieve the intent of the parties to the extent possible.


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IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be signed by their duly authorized
representatives on the date first above written.


EMBOTELLADORA ANDINA S.A.

By: /s/ JOSE SAID S.
Name: Jose Said S.
Title: Chairman of the Board

By: /s/ JOSE ANTONIO GARCES
Name: Jose Antonio Garces
Title: Director


INVERSIONES FREIRE LTDA.

By: /s/ JOSE SAID S.
Name: Jose Said S.
Title: Attorney-in-fact

By: /s/ JOSE ANTONIO GARCES
Name: Jose Antonio Garces
Title: Attorney-in-fact


INVERSIONES FREIRE DOS LTDA.

By: /s/ JOSE SAID S.
Name: Jose Said S.
Title: Attorney-in-fact

By: /s/ JOSE ANTONIO GARCES
Name: Jose Antonio Garces
Title: Attorney-in-fact


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CITICORP BANKING CORPORATION

By: /s/ DIEGO PERALTA V.
Name: Diego Peralta V.
Title: Authorized Officer


BOTTLING INVESTMENT LIMITED

By:/s/ DIEGO PERALTA V.
Name: Diego Peralta V.
Title: Chairman of the Board


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