STOCK PURCHASE AGREEMENT #2

EXHIBIT 99.3




STOCK PURCHASE AGREEMENT

by and among

EMBOTELLADORA ANDINA S.A.,

INVERSIONES DEL ATLANTICO S.A.,

INVERSIONES FREIRE LTDA.,

INVERSIONES FREIRE DOS LTDA.,

THE COCA-COLA COMPANY,

COCA-COLA INTERAMERICAN CORPORATION,

COCA-COLA DE ARGENTINA S.A.,

CITICORP BANKING CORPORATION

and

BOTTLING INVESTMENT LIMITED


Dated as of September 5, 1996




STOCK PURCHASE AGREEMENT

TABLE OF CONTENTS


ARTICLE 1 PURCHASE AND SALE OF SHARES 2
1.1 Purchase and Sale of CIPET Shares. 2
1.2 Purchase and Sale of INTI Shares and CIPET Debt 2
1.3 Purchase and Sale of CIPET Shares, INTI
Shares and CIPET Debt 2
1.4 Definitions 3

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF ANDINA,
ATLANTICO AND THE MAJORITY SHAREHOLDERS 3
2.1 Power and Authority; Enforceability 4
2.2 Organization 4
2.3 No Conflict 4
2.4 Investment Intent 5
2.5 Incorporation of Representation and Warranties 5

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF KO AND
INTERAMERICAN 5
3.1 Power and Authority 6
3.2 Organization 6
3.3 Capital Stock 6
3.4 Financial Statements 7
3.5 No Undisclosed Liabilities 7
3.6 No Conflict 8
3.7 Litigation and Claims 8
3.8 Employee Contracts, Union Agreements and
Benefit Plans 8
3.9 Labor Relations 9
3.10 Environmental Matters 10
3.11 Required Licenses and Permits 10
3.12 Insurance Policies 11
3.13 Contracts and Commitments 11
3.14 Absence of Certain Changes or Events 11
3.15 Compliance With Law 13
3.16 Tax Matters 13
3.17 Status as a Foreign Issuer;
No Significant U.S. Presence 14
3.18 Investment Intent 15
3.19 No Third-Party Invasion of Territory Claims 15
3.20 Inventory 15


ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF KO
AND TCCC ARGENTINA 15
4.1 Power and Authority 15
4.2 Organization 16
4.3 Capital Stock 16
4.4 Financial Statements 17
4.5 No Undisclosed Liabilities 17
4.6 No Conflict 17
4.7 Litigation and Claims 18
4.8 Employee Contracts, Union Agreements
and Benefit Plans 18
4.9 Labor Relations 19
4.10 Environmental Matters 19
4.11 Required Licenses and Permits 20
4.12 Insurance Policies 20
4.13 Contracts and Commitments 21
4.14 Absence of Certain Changes or Events 21
4.15 Compliance With Law 23
4.16 Tax Matters 23
4.17 Status as a Foreign Issuer;
No Significant U.S. Presence 24
4.18 Investment Intent 24
4.19 Sale of Blowing Molds 24
4.20 Inventory 24

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF CITICORP
AND SPC 25
5.1 Power and Authority; Enforceability 25
5.2 Organization 25
5.3 Capital Stock 25
5.4 No Conflict 26

ARTICLE 6 CERTAIN COVENANTS AND AGREEMENTS 26
6.1 Inspection and Access to Information;
Confidentiality 26
6.2 Further Assurances 27
6.3 Public Announcements 27
6.4 Tax Covenants 27
6.5 Reorganization of CICAN 28
6.6 Spirit of the Transactions 29
6.7 Accounting for Operating Results. 30
6.8 SPC Covenants. 30
6.9 Covenants in Andina Purchase Agreement 30
6.10 Rights of Citicorp and SPC Under Andina
Purchase Agreement 30
6.11 Andina Board of Directors 30


ARTICLE 7 MANAGEMENT OF INTI AND CIPET BY ANDINA
AND ATLANTICO 31
7.1 Management Authority and Responsibility. 31
7.2 Right of Access 31
7.3 Reports 31
7.4 No Compensation; Expenses 32
7.5 Effect of Termination of this Agreement 32

ARTICLE 8 CONDITIONS 33
8.1 Conditions to Each Party's Obligations 33
8.2 Conditions to Obligations of the INTI
Parties and the CIPET Parties 33
8.3 Conditions to Obligations of Andina Parties 34
8.4 No Other Conditions; Effect of Certain Breaches 35

ARTICLE 9 ACTIONS REQUIRED AT CLOSING 35
9.1 Share Certificates of CIPET 35
9.2 Share Certificates of SPC to TCCC Argentina 36
9.3 Share Certificates of INTI; Assignment of
CIPET Debt 36
9.4 Share Certificates of SPC to Interamerican 36
9.5 Share Certificates of CIPET and INTI;
CIPET Debt 36
9.6 Purchase Price 37
9.7 Further Assurances 37

ARTICLE 10 INDEMNIFICATION 37
10.1 Survival 37
10.2 Indemnification by Andina Parties 38
10.3 Indemnification by KO, TCCC Argentina and
Interamerican 39
10.4 Indemnification by Citicorp and SPC 42
10.5 Notice of Claim 42
10.6 Third Party Claims 42

ARTICLE 11 TERMINATION 43
11.1 Termination and Abandonment 43
11.2 Effect of Termination 44

ARTICLE 12 MISCELLANEOUS 44
12.1 Entire Agreement; Amendment 44
12.2 Successors and Assigns 44
12.3 Schedules and Exhibits 45
12.4 Counterparts 45
12.5 Headings 45
12.6 Modification and Waiver 45
12.7 Notices 45

12.8 GOVERNING LAW 46
12.9 Construction 47
12.10 Specific Performance 47
12.11 Consent to Jurisdiction, Etc. 47
12.12 Translations 47
12.13 No Third-Party Beneficiaries 48
12.14 "Including" 48
12.15 References 48
12.16 Material Adverse Effect 48
12.17 Expenses 48
12.18 Exchange Rate 48
12.19 Severability 49



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 DEL ATLANTICO S.A., a
corporation organized under the laws of Argentina
("Atlantico"), 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"), THE COCA-COLA
COMPANY, a corporation organized under the laws of Delaware,
U.S.A. ("KO"), COCA-COLA INTERAMERICAN CORPORATION, a
corporation organized under the laws of Delaware, U.S.A.
("Interamerican"), COCA-COLA DE ARGENTINA S.A., a corporation
organized under the laws of Argentina ("TCCC Argentina"),
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, Interamerican owns of record and beneficially
7,802,259 shares of the capital stock of INTI S.A. Industrial Y
Comercial ("INTI") representing approximately 78.7% of the
outstanding shares of capital stock of INTI (the "INTI
Shares");

WHEREAS, TCCC Argentina owns of record and beneficially
40,006,163,999 shares of the capital stock of Complejo
Industrial Pet (CIPET) S.A. ("CIPET") representing all of the
outstanding shares of capital stock of CIPET (other than one
share held by a nominee) (the "CIPET Shares");

WHEREAS, both Interamerican and TCCC Argentina are direct
or indirect wholly owned subsidiaries of KO;

WHEREAS, Andina owns of record and beneficially 99.9% of
the outstanding shares of capital stock of Atlantico;

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

WHEREAS, pursuant to a Stock Purchase Agreement dated of
even date herewith (the "Andina Purchase Agreement"), SPC will
acquire 24,000,000 shares of the Common Stock of Andina (the
"Common Stock"), which will represent more than 6% of the
outstanding shares of capital stock of Andina;



WHEREAS, the parties hereto desire to effect a series of
transactions relating to the acquisition by Interamerican and
TCCC Argentina of all of the outstanding shares of SPC and the
acquisition by Atlantico of the INTI Shares, the CIPET Shares
and the CIPET Debt (as defined in Section 1.2);

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 CIPET SHARES Citicorp agrees to
purchase from TCCC Argentina and TCCC Argentina agrees to sell,
transfer, convey and deliver to Citicorp at the Closing good
and marketable title in and to the CIPET Shares. In exchange,
TCCC Argentina agrees to purchase from Citicorp and Citicorp
agrees to sell, transfer, convey and deliver to TCCC Argentina
at the Closing good and marketable title in and to a number of
shares of capital stock of SPC ("SPC Stock") which shall be
equal to (x) the number of outstanding shares of SPC Stock
multiplied by (y) the quotient obtained by dividing (i) the
CIPET Equity Value (as defined in Section 1.4) by (ii) the sum
of the CIPET Equity Value, the INTI Equity Value (as defined in
Section 1.4) and the CIPET Debt Value (as defined in Section
1.4) (such number of shares of SPC Stock to be acquired by TCCC
Argentina is referred to herein as the "TCCC Argentina Acquired
SPC Shares").

1.2 PURCHASE AND SALE OF INTI SHARES AND CIPET DEBT.
Citicorp agrees to purchase from Interamerican and
Interamerican agrees to sell, transfer, convey and deliver to
Citicorp at the Closing good and marketable title in and to the
INTI Shares and to the U.S. $66,363,532.30 of indebtedness owed
to Interamerican by CIPET (the "CIPET Debt"). In exchange,
Interamerican agrees to purchase from Citicorp and Citicorp
agrees to sell, transfer, convey and deliver to Interamerican
at the Closing good and marketable title in and to a number of
shares of SPC Stock which shall be equal to (x) the number of
outstanding shares of SPC Stock multiplied by (y) the quotient
obtained by dividing (i) the INTI Equity Value and the CIPET
Debt Value by (ii) the sum of the CIPET Equity Value, the INTI
Equity Value and the CIPET Debt Value (such number of shares of
SPC Stock to be acquired by Interamerican is referred to herein
as the "Interamerican Acquired SPC Shares").

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1.3 PURCHASE AND SALE OF CIPET SHARES, INTI SHARES AND
CIPET DEBT. Atlantico agrees to purchase from Citicorp and
Citicorp agrees to sell, transfer, convey and deliver to
Atlantico at the Closing good and marketable title in and to
the CIPET Shares, the INTI Shares and the CIPET Debt. In
exchange, Atlantico agrees to pay Citicorp an amount equal to
the Aggregate Andina Subscription Price (as defined in Section
1.4).

1.4 DEFINITIONS. For purposes of this Agreement, the
following capitalized terms shall have the following meanings:

"Aggregate Andina Subscription Price" shall mean
24,000,000 shares multiplied by the Andina Per Share
Subscription Price.

"Aggregate Market Value" shall mean the product of (i)
24,000,000 shares, times (ii) (A) the closing trading price on
the New York Stock Exchange as of the second trading day prior
to the Closing of an American Depository Share representing
shares of the Common Stock of Andina divided by (B) six.

"Andina 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 of the Andina Purchase
Agreement as the purchase price of shares of Andina Common
Stock in connection with the Preemptive Rights Offering (as
defined in Section 4.6 of the Andina Purchase Agreement).

"CIPET Debt Value" shall equal U.S. $66,363,532.30, which
is the amount payable by CIPET in respect of the CIPET Debt.

"CIPET Equity Value" shall equal (i) 13.5% times (ii) (A)
the Aggregate Market Value, minus (B) the CIPET Debt Value.

"INTI Equity Value" shall equal (i) 86.5% times (ii) (A)
the Aggregate Market Value, minus (B) the CIPET Debt Value.


ARTICLE 2
REPRESENTATIONS AND WARRANTIES
OF ANDINA, ATLANTICO AND THE MAJORITY SHAREHOLDERS

Andina, Atlantico and the Majority Shareholders
hereby jointly and severally represent and warrant to KO,
Interamerican, TCCC Argentina, Citicorp and SPC as follows
(except that (x) the representations and warranties in
Sections 2.1, 2.2 and 2.3 of this Agreement relating to the
Majority Shareholders, (y) the representations and warranties
in Sections 2.1, 2.2, 2.3 and 2.6 of the Andina Purchase
Agreement relating to the Majority Shareholders incorporated
by reference in Section 2.5 of this Agreement, and
(z) the representations and warranties in

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Section 2.17 of the Andina Purchase Agreement to the extent
relating to the ultimate parent entity of Andina incorporated
by reference in Section 2.5 of this Agreement are made severally
by the Majority Shareholders only):

2.1 POWER AND AUTHORITY; ENFORCEABILITY.

(a) Each of Andina, the Majority Shareholders and
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, the Andina
Purchase Agreement and each other agreement entered into on the
date hereof pursuant to this Agreement or the Andina Purchase
Agreement (collectively, including this Agreement, the
"Operative Agreements") to which it is a party, to perform its
obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. Subject to the
receipt of the approval of the Amendments (as defined in the
Andina Purchase Agreement) on the part of the shareholders of
Andina, the execution, delivery and performance of this
Agreement and the other Operative Agreements by each of Andina,
the Majority Shareholders and Atlantico which is a party
thereto and the consummation by each of them of the
transactions contemplated hereby and thereby have been duly
authorized by all required corporate action.

(b) Each of this Agreement and the other Operative
Agreements 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, in each case 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 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
12.16) on the Andina Parties.

(b) 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 KO, TCCC Argentina,
Interamerican, Citicorp and SPC are the complete, true and
correct articles of incorporation and Estatutos Sociales of
Andina, the Andina Subsidiaries and the Majority Shareholders.


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2.3 NO CONFLICT. The execution, delivery and performance
of this Agreement and the other Operative Agreements to which
any of the Andina Parties is a party or of any other documents
to be executed and delivered by any of the Andina Parties
pursuant to this Agreement, the consummation by the Andina
Parties of the transactions contemplated hereby or thereby, and
the fulfillment of and compliance with the terms and conditions
hereof and thereof 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, except
in each case 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 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 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.

2.4 INVESTMENT INTENT. Atlantico has been advised that
the INTI Shares, the CIPET Shares and the CIPET Debt have not
been registered under the United States Securities Act of 1933,
as amended (the "Securities Act"), or the securities laws of
any other jurisdiction. Atlantico is acquiring the INTI
Shares, the CIPET Shares and the CIPET Debt for investment only
and not with a view to any public distribution thereof, and
Atlantico will not offer to sell or otherwise dispose of the
INTI Shares, the CIPET Shares or the CIPET Debt in violation of
any of the registration requirements of the Securities Act or
the securities laws of any other jurisdiction.

2.5 INCORPORATION OF REPRESENTATION AND WARRANTIES. The
representations and warranties set forth in Article 2 of the
Andina Purchase Agreement are incorporated herein by reference
with the same effect as if fully set forth herein (and any
reference to Citicorp or SPC in such incorporated
representations and warranties shall also for purposes of this
Agreement be deemed to be a reference to KO, TCCC Argentina and
Interamerican), and KO, Interamerican, TCCC Argentina, Citicorp
and SPC are entitled to rely on such representations and
warranties as if fully set forth herein.


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ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF KO AND INTERAMERICAN

KO and Interamerican hereby jointly and severally
represent and warrant to Andina, the Majority Shareholders and
Atlantico as follows:

3.1 POWER AND AUTHORITY.

(a) Each of Interamerican and INTI (collectively,
the "INTI Parties") and KO has all requisite power and
authority to execute and deliver this Agreement and the other
Operative Agreements to which it is a party and to perform its
obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. The execution,
delivery and performance of this Agreement and the other
Operative Agreements by KO and by each of the INTI Parties
which is a party hereto and thereto and the consummation by
each of them of the transactions contemplated hereby and
thereby have been duly authorized by all required corporate
action.

(b) Each of this Agreement and the other Operative
Agreements has been duly executed and delivered by KO and by
each of the INTI Parties which is a party hereto and thereto
and constitutes the legal, valid and binding obligation of each
such person enforceable against each such person in accordance
with their terms, in each case subject to applicable
bankruptcy, insolvency, reorganization and other laws affecting
the rights of creditors generally.

3.2 ORGANIZATION.

(a) INTI is a corporation duly organized and validly
existing under the laws of Argentina, and each of KO and
Interamerican is a corporation duly organized and validly
existing under the laws of Delaware, U.S.A. Each of
Interamerican and INTI 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 on the INTI Parties.

(b) INTI has no subsidiaries. Schedule 3.2(b) sets
forth every ownership interest of INTI in any partnership or
commercial corporation, joint venture or other entity. There
are no outstanding options, subscriptions, rights or other
commitments or obligations on the part of Interamerican or INTI
to issue or dispose of or to redeem or acquire any shares of
capital stock of INTI or other ownership interest therein.


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(c) The copies of the organizational documents of
Interamerican and INTI that have been delivered to Andina are
complete, true and correct copies of such organizational
documents.

3.3 CAPITAL STOCK.

(a) The authorized capital stock of INTI and the
number of issued and outstanding shares thereof is set forth in
Schedule 3.3(a). All of such issued and outstanding shares of
capital stock are validly issued, fully paid and nonassessable
and, except as noted in Schedule 3.3(a), owned of record and
beneficially by Interamerican directly or indirectly. No such
shares have been issued in violation of, or will be subject to,
any preemptive or any subscription rights. The transfer and
delivery of the INTI Shares by Interamerican to Citicorp as
contemplated by this Agreement will transfer good and valid
title to the INTI Shares to Citicorp, free and clear of all
liens, security interests, encumbrances, claims, charges and
restrictions (other than any such liens, security interests,
encumbrances, claims, charges and restrictions that may arise
from the act of Citicorp). Except for this Agreement, neither
Interamerican nor INTI has outstanding, and neither is bound
by, any subscriptions, options, warrants, puts, calls,
commitments, agreements, arrangements or rights of any
character (including employee benefit plans) obligating INTI to
issue, sell, purchase, redeem, repurchase, acquire, register,
vote or transfer any shares of capital stock or any other
equity security of INTI, 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 INTI have been in compliance in all material
respects with all applicable agreements and all applicable
laws, and all taxes thereon payable by INTI have been paid.
There are no shares of capital stock held in the treasury of
INTI.

(b) All of the capital stock of Interamerican is,
directly or indirectly, owned beneficially by KO.

3.4 FINANCIAL STATEMENTS. INTI has furnished Andina
(i) the audited balance sheet of INTI, translated into U.S.
Dollars, as of December 31, 1995, and the related unaudited
statements of income, retained earnings and cash flows for the
year then ended (the "Annual INTI Financial Statements") and
(ii) the unaudited balance sheet of INTI as of March 31, 1996
and the related unaudited statements of income, retained
earnings and cash flows for the three-month period ended March
31, 1996 (the "Interim INTI Financial Statements"). The Annual
INTI Financial Statements have been prepared and are presented
in conformity with U.S. GAAP consistently applied throughout
the periods involved (except as noted therein). The Annual
INTI Financial Statements present fairly in all material
respects the financial position and the results of operations
and cash flows of INTI as of their respective dates and for the
respective periods covered thereby. The Interim INTI Financial
Statements present fairly in all material respects the
financial position of INTI 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 "INTI Financial Statements" means,

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collectively, the Annual INTI Financial Statements and the
Interim INTI Financial Statements. The audited balance sheet
as of December 31, 1995, included in the INTI Financial
Statements is referred to herein as the "1995 INTI Balance Sheet."

3.5 NO UNDISCLOSED LIABILITIES. INTI is not subject to
any obligation or liability of any nature (including contingent
liabilities and unasserted claims), which would be required by
U.S. GAAP to be reflected on a consolidated balance sheet of
INTI or the notes thereto and which is not reflected on the
1995 INTI 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 INTI
Parties.

3.6 NO CONFLICT. The execution, delivery and performance
of this Agreement and the other Operative Agreements to which
any of the INTI Parties is a party or of any other documents to
be executed and delivered by Interamerican and INTI pursuant to
this Agreement, the consummation by Interamerican and INTI of
the transactions contemplated hereby or thereby, and the
fulfillment of and compliance with the terms and conditions
hereof and thereof do not and will not (i) violate or conflict
with any of the provisions of the Estatutos Sociales or other
organizational documents of Interamerican or INTI, (ii) except
as set forth on Schedule 3.6, 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 Interamerican or
INTI is a party or by which Interamerican or INTI or any of its
properties may be bound, except in each case 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 INTI
Parties, (iii) violate any provision of applicable laws or
regulations by which Interamerican or INTI 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 Interamerican or INTI or its
respective assets, except those which individually or in the
aggregate would not have a Material Adverse Effect on the INTI
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 Interamerican or INTI,
except those which individually or in the aggregate would not
have a Material Adverse Effect on the INTI Parties or
(v) require the approval, authorization or act of, or the
making by Interamerican or INTI 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 INTI Parties.

3.7 LITIGATION AND CLAIMS. Except as set forth in
Schedule 3.7, there are no lawsuits, claims, actions,
investigations, indictments or information, or administrative,
arbitration or other proceedings pending, or, to the knowledge
of Interamerican threatened against INTI or involving any of
its properties or businesses which (individually or in the
aggregate), if adversely determined, would result in a Material
Adverse Effect on the INTI Parties, and neither Interamerican
nor INTI has any knowledge of any grounds for the assertion of any

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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 INTI.

3.8 EMPLOYEE CONTRACTS, UNION AGREEMENTS AND BENEFIT
PLANS.

(a) As used in this Agreement, the term "INTI
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, multi-employer, 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 INTI or any predecessors in interest thereto,
that are currently in effect or as to which INTI has any
ongoing liability or obligation whatsoever.

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

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

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

(e) To the knowledge of INTI, there are no claims,
pending or threatened, by any participant in any of INTI
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 INTI Employee
Benefit Plans and except for claims that individually or in the
aggregate would not have a Material Adverse Effect on the INTI
Parties.

3.9 LABOR RELATIONS. Except as set forth in Schedule 3.9:

(a) INTI is in compliance with all applicable
laws and collective bargaining agreements respecting
employment and employment practices, terms and conditions of


- 9 -

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 INTI Parties.

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

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

(d) No organizational drive exists or has existed
within the past twenty-four (24) months respecting the
employees of INTI 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 INTI Parties.

(e) No grievance proceeding or arbitration
proceeding arising out of or under any collective bargaining
agreement is pending against INTI, or to the knowledge of INTI,
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 INTI
Parties.

3.10 ENVIRONMENTAL MATTERS. Except as set forth in
Schedule 3.10:

(a) Except for failures to comply which would not
individually or in the aggregate have a Material Adverse Effect
on the INTI Parties, INTI 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.

(b) INTI 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 INTI Parties.

(c) INTI 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 INTI Parties.


- 10 -

(d) To INTI's knowledge, and based on current (or
enacted but not yet effective) laws, regulations and
interpretations thereof, as currently administered, with
respect to INTI 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 INTI Parties.

3.11 REQUIRED LICENSES AND PERMITS. INTI 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 INTI Parties.

3.12 INSURANCE POLICIES. As used in this Agreement, the
term "INTI Insurance Policies" means all insurance policies in
force naming INTI as an insured or beneficiary or as a loss
payable payee. Except as set forth in Schedule 3.12, neither
INTI has received notice of any pending or threatened
cancellation or premium increase (retroactive or otherwise)
with respect to any of the INTI Insurance Policies, and INTI 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 INTI Parties. There are no material
pending claims against such insurance by INTI 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 INTI.

3.13 CONTRACTS AND COMMITMENTS.

(a) As used in this Agreement, the term "INTI
Contract" means any material contract, agreement, promissory
note, debt instrument, or legally binding commitment,
arrangement, undertaking or understanding to which INTI 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) INTI is in compliance in all respects with all
terms of the INTI Contracts, except for noncompliance which
individually or in the aggregate would not have a Material
Adverse Effect on the INTI Parties. To the knowledge of INTI,
(i) there is no bankruptcy, insolvency or similar proceeding
with respect to any party to an INTI Contract having any
material executory obligations thereunder; (ii) all such INTI
Contracts are valid and binding, are in full force and effect
and are enforceable in accordance with their terms, subject

- 11 -

to applicable bankruptcy, insolvency, reorganization and other
laws affecting the rights of creditors generally; and (iii)
except as set forth in Schedule 3.13, no event has occurred and
is continuing which alone or in combination with any other
event would constitute a default under any such INTI Contract
by any party thereto which, individually or in the aggregate
with other such events, would have a Material Adverse Effect on
the INTI Parties.

3.14 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 INTI
taken as a whole.

(b) Except as disclosed in Schedule 3.14(b), or in
any other Schedule hereto, and except for the transactions
contemplated by this Agreement, since March 31, 1996 INTI has
conducted its business only in the ordinary course and
consistent with past practice.

(c) Except as disclosed in Schedule 3.14(c), from
March 31, 1996 through the date hereof, INTI has:

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

(ii) not issued, sold or granted options, warrants or
rights to purchase or subscribe to, or entered into any
agreement or contract with respect to the issuance or sale
of, any capital stock of INTI or rights or obligations
convertible into or exchangeable for any shares of capital
stock of INTI 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 INTI;

(iii) not declared, paid or set aside for payment
any dividend or other distribution in respect of the
capital stock or other equity securities of INTI and not
redeemed, purchased or otherwise acquired any shares of
capital stock or other securities of INTI or rights or
obligations convertible into or exchangeable for any
shares of capital stock or other securities of INTI 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. $50,000;

(v) not (A) created, incurred or assumed any
long-term indebtedness, 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. $50,000) in excess of U.S. $50,000 or, except
in the ordinary course of business under existing lines

- 12 -

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 INTI 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. $50,000, except in the ordinary
course of business and consistent with past practice, or
(D) made capital expenditures not reflected in INTI's
current business plan involving in excess of U.S.$50,000;

(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. $100,000 in the
aggregate;

(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. $50,000 or in the
aggregate in excess of U.S. $150,000, except in the
ordinary course of business; and

(x) not entered into any transaction with KO or any
of its subsidiaries which is not in the ordinary course of
business and on arms' length terms;

(xi) not commenced, defended or settled any
litigation or arbitration in which the aggregate amount
involved is in excess of U.S. $50,000;

(xii) not assumed or incurred any lien or similar
encumbrance on any of its assets in an amount in excess of
U.S. $50,000 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.

3.15 COMPLIANCE WITH LAW. Except for failures to comply
which would not individually or in the aggregate have a
Material Adverse Effect on the INTI Parties, INTI is not and
has not 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

- 13 -

law binding upon it, or relating to its properties, employees
or business, or its advertising, sales or pricing practices.

3.16 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, country
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 3.16: (i) all
returns with respect to Taxes, including estimated returns and
reports of every kind, which are due to have been filed by INTI
in accordance with any applicable law, have been duly filed,
except where failure to file does not and will not individually
or in the aggregate have a Material Adverse Effect on the INTI
Parties; (ii) all Taxes for which INTI may have any liability
through the date hereof, have been paid in full or are to the
extent required by U.S. GAAP accrued as liabilities for Taxes
on the books and records of INTI, except where the failure to
do so would not have a Material Adverse Effect on the INTI
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 INTI and reflected in the INTI Financial
Statements will be adequate to satisfy all material liabilities
for Taxes of INTI 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 INTI were or are due to be filed, except
where such extensions would not have a Material Adverse Effect
on the INTI Parties; (v) all deficiencies asserted as a result
of any examination of any return or report of Taxes on the part
of INTI have been paid in full, accrued on the books of INTI,
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 INTI
no proposals or deficiencies for any Taxes on the part of INTI
are being asserted, proposed or threatened, and no audit or
investigation of any return or report of Taxes on the part of
INTI is currently underway, pending or, to the knowledge of
INTI threatened, except such as will not individually or in the
aggregate have a Material Adverse Effect on the INTI Parties;
(vii) to the knowledge of INTI all returns or reports of
Taxes on the part of INTI 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 INTI for the extension of time for the

- 14 -

assessment of any Taxes on the part of INTI 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 INTI or any other matter outside the ordinary
course of business pending between INTI and any taxing authority,
except such as would not have a Material Adverse Effect on the
INTI Parties.

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

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

(a) INTI (i) is not incorporated in the United
States, (ii) is not organized under the laws of the United
States and (iii) does not have its principal offices located in
the United States.

(b) The acquisition of voting securities of INTI
would not confer on the acquiring person control of (i) 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) sales in or into the United
States of U.S. $25,000,000 or more during the fiscal year ended
December 31, 1995.

3.18 INVESTMENT INTENT. Interamerican has been advised
that the Acquired Andina Shares have not been registered under
the Securities Act or the securities laws of any other
jurisdiction. Interamerican is acquiring the Acquired Andina
Shares through SPC for investment only and not with a view to
any public distribution thereof, and Interamerican will not
offer to sell or otherwise dispose of the Acquired Andina
Shares in violation of any of the registration requirements of
the Securities Act or the securities laws of any other
jurisdiction.

3.19 NO THIRD-PARTY INVASION OF TERRITORY CLAIMS. Except
as set forth in Schedule 3.19, to the knowledge of
Interamerican, since March 31, 1996, INTI has not received
notice of any claim against it by another bottler for wrongful
shipment of soft drinks into such bottler's territory, nor has
INTI wrongfully shipped any soft drink products into any third
party's bottling territory, and INTI does not have any such
claim against any other bottler.

3.20 INVENTORY. Substantially all of the inventories of
INTI included on the March 31, 1996 unaudited balance sheet of
INTI referred to in Section 3.4 which have not been disposed of
prior to the Closing conform to acceptable KO standards and are
either useable in the ordinary course of INTI's business or are
of a quality that would permit substantially all of such
inventories to be sold at prices reasonably approximate to the
market prices for such inventories as prevailing on the date of
this Agreement.


- 15 -


ARTICLE 4
REPRESENTATIONS AND WARRANTIES
OF KO AND TCCC ARGENTINA

KO and TCCC Argentina hereby jointly and severally
represent and warrant to Andina as follows:

4.1 POWER AND AUTHORITY.

(a) Each of TCCC Argentina and CIPET (collectively,
the "CIPET Parties") and KO has all requisite power and
authority to execute and deliver this Agreement and the other
Operative Agreements to which it is a party and to perform its
obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. The execution,
delivery and performance of this Agreement and the other
Operative Agreements by KO (in the case of this Agreement) and
by each of the CIPET Parties which is a party hereto and
thereto and the consummation by each of them of the
transactions contemplated hereby and thereby have been duly
authorized by all required corporate action.

(b) Each of this Agreement and the other Operative
Agreements has been duly executed and delivered by KO (in the
case of this Agreement) and by each of the CIPET Parties which
is a party hereto and thereto and constitutes the legal, valid
and binding obligation of each such person enforceable against
each such person in accordance with their terms, in each case
subject to applicable bankruptcy, insolvency, reorganization
and other laws affecting the rights of creditors generally.

4.2 ORGANIZATION.

(a) Each of TCCC Argentina and CIPET is a
corporation duly organized and validly existing under the laws
of the Republic of Argentina ("Argentina") 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 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 on the CIPET Parties.

(b) CIPET has no subsidiaries. Schedule 4.2(b) sets
forth every ownership interest of CIPET in any partnership or
commercial corporation, joint venture or other entity. There
are no outstanding options, subscriptions, rights or other
commitments or obligations on the part of TCCC Argentina or
CIPET to issue or dispose of or to redeem or acquire any shares
of capital stock of CIPET or other ownership interest therein.


- 16 -

(c) The copies of the articles of incorporation
(escritura constitutiva) and Estatutos of TCCC Argentina and
CIPET that have been delivered to Andina are the complete, true
and correct articles of incorporation and Estatutos of TCCC
Argentina and CIPET.

4.3 CAPITAL STOCK.

(a) The authorized capital stock of CIPET and the
number of issued and outstanding shares thereof is set forth in
Schedule 4.3(a). All of such issued and outstanding shares of
capital stock are validly issued, fully paid and nonassessable
and, except as noted in Schedule 4.3(a), owned of record and
beneficially by TCCC Argentina directly or indirectly. No such
shares have been issued in violation of, or will be subject to,
any preemptive or any subscription rights. The transfer and
delivery of the CIPET Shares by TCCC Argentina to Citicorp as
contemplated by this Agreement will transfer good and valid
title to the CIPET Shares to Citicorp, free and clear of all
liens, security interests, encumbrances, claims, charges and
restrictions (other than any such liens, security interests,
encumbrances, claims, charges and restrictions that may arise
from the act of Citicorp). Except for this Agreement, neither
TCCC Argentina nor CIPET has outstanding, and neither is bound
by, any subscriptions, options, warrants, puts, calls,
commitments, agreements, arrangements or rights of any
character (including employee benefit plans) obligating CIPET
to issue, sell, purchase, redeem, repurchase, acquire,
register, vote or transfer any shares of capital stock or any
other equity security of CIPET, 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 CIPET have been in compliance in all
material respects with all applicable agreements and all
applicable laws, and all taxes thereon payable by CIPET have
been paid. There are no shares of capital stock held in the
treasury of CIPET.

(b) All of the capital stock of TCCC Argentina is,
directly or indirectly, owned beneficially by KO.

4.4 FINANCIAL STATEMENTS. CIPET has furnished Andina
(i) the unaudited balance sheet of CIPET, translated into U.S.
Dollars, as of December 31, 1995, and the related unaudited
statements of income, retained earnings and cash flows for the
year then ended (the "Annual CIPET Financial Statements") and
(ii) the unaudited balance sheet of CIPET as of March 31, 1996
and the related unaudited statements of income, retained
earnings and cash flows for the three-month period ended March
31, 1996 (the "Interim CIPET Financial Statements"). The
Audited CIPET Financial Statements have been prepared and are
presented in conformity with U.S. GAAP consistently applied
throughout the periods involved (except as noted therein). The
Annual CIPET Financial Statements present fairly in all
material respects the financial position and the results of
operations and cash flows of CIPET as of their respective dates
and for the respective periods covered thereby. The Interim
CIPET Financial Statements present fairly in all material
respects the financial position of CIPET 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

- 17 -

"CIPET Financial Statements" means, collectively, the Annual
CIPET Financial Statements and the Interim CIPET Financial
Statements. The audited balance sheet as of December 31, 1995,
included in the CIPET Financial Statements is referred to
herein as the "1995 CIPET Balance Sheet".

4.5 NO UNDISCLOSED LIABILITIES. CIPET is not subject to
any obligation or liability of any nature (including contingent
liabilities and unasserted claims), which would be required by
U.S. GAAP to be reflected on a consolidated balance sheet of
CIPET or the notes thereto and which is not reflected on the
1995 CIPET 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
CIPET Parties.

4.6 NO CONFLICT. The execution, delivery and performance
of this Agreement and the other Operative Agreements to which
any of the CIPET Parties is a party or of any other documents
to be executed and delivered by TCCC Argentina and CIPET
pursuant to this Agreement, the consummation by TCCC Argentina
and CIPET of the transactions contemplated hereby or thereby,
and the fulfillment of and compliance with the terms and
conditions hereof and thereof do not and will not (i) violate
or conflict with any of the provisions of the Estatutos
Sociales or other organizational documents of TCCC Argentina or
CIPET, (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 TCCC Argentina or CIPET is a
party or by which TCCC Argentina or CIPET or any of its
properties may be bound, except in each case 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 CIPET
Parties, (iii) violate any provision of applicable laws or
regulations by which TCCC Argentina or CIPET 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 TCCC Argentina or CIPET or its
respective assets, except those which individually or in the
aggregate would not have a Material Adverse Effect on the CIPET
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 TCCC Argentina or CIPET,
except those which individually or in the aggregate would not
have a Material Adverse Effect on the CIPET Parties, or
(v) require the approval, authorization or act of, or the
making by TCCC Argentina or CIPET 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 CIPET Parties.

4.7 LITIGATION AND CLAIMS. Except as set forth in
Schedule 4.7, there are no lawsuits, claims, actions, investigations,
indictments or information, or administrative, arbitration or other
proceedings pending, or, to the knowledge of TCCC Argentina
threatened against CIPET or involving any of its properties or
businesses which (individually or in the aggregate), if

- 18 -

adversely determined, would result in a Material Adverse
Effect on the CIPET Parties, and neither TCCC Argentina
nor CIPET 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 CIPET.

4.8 EMPLOYEE CONTRACTS, UNION AGREEMENTS AND BENEFIT
PLANS.

(a) As used in this Agreement, the term "CIPET
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, multi-employer, 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 CIPET or any predecessors in interest
thereto, that are currently in effect or as to which CIPET has
any ongoing liability or obligation whatsoever.

(b) CIPET and its predecessors in interest have
complied with all of their respective obligations with respect
to all CIPET 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 CIPET Parties, and the CIPET Employee Benefit Plans have
been maintained in compliance with all applicable laws and
regulations.

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

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

(e) To the knowledge of CIPET, there are no claims,
pending or threatened, by any participant in any of CIPET
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 CIPET
Employee Benefit Plans and except for claims that individually
or in the aggregate would not have a Material Adverse Effect on
the CIPET Parties.

4.9 LABOR RELATIONS. Except as set forth in Schedule 4.9:


- 19 -

(a) CIPET 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 CIPET Parties.

(b) There is no social security or labor complaint
and, no charges, investigations, administrative proceedings or
formal complaints of discrimination against or involving CIPET
pending or to the knowledge of CIPET threatened before any
regulatory agency or any court of law, as to which there is a
reasonable possibility of an adverse determination, except
those which, if determined adversely to CIPET, individually or
in the aggregate would have a Material Adverse Effect on the
CIPET Parties.

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

(d) No organizational drive exists or has existed
within the past twenty-four (24) months respecting the
employees of CIPET 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 CIPET Parties.

(e) No grievance proceeding or arbitration
proceeding arising out of or under any collective bargaining
agreement is pending against CIPET, or, to the knowledge of
CIPET, 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
CIPET Parties.

4.10 ENVIRONMENTAL MATTERS. Except as set forth in
Schedule 4.10:

(a) Except for failures to comply which would not
individually or in the aggregate have a Material Adverse Effect
on the CIPET Parties, CIPET 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.

(b) CIPET 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 CIPET Parties.


- 20 -

(c) CIPET 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 CIPET Parties.

(d) To CIPET's knowledge, and based on current, (or
enacted but not yet effective) laws, regulations and
interpretations thereof, as currently administered, with
respect to CIPET 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 CIPET Parties.

4.11 REQUIRED LICENSES AND PERMITS. CIPET 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 CIPET Parties.

4.12 INSURANCE POLICIES. As used in this Agreement, the
term "CIPET Insurance Policies" means all insurance policies in
force naming CIPET as an insured or beneficiary or as a loss
payable payee. Except as set forth in Schedule 4.12, neither
CIPET has received notice of any pending or threatened
cancellation or premium increase (retroactive or otherwise)
with respect to any of the CIPET Insurance Policies, and CIPET
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 CIPET Parties. There are no material
pending claims against such insurance by CIPET 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 CIPET.

4.13 CONTRACTS AND COMMITMENTS.

(a) As used in this Agreement, the term "CIPET
Contract" means any material contract, agreement, promissory
note, debt instrument, or legally binding commitment,
arrangement, undertaking or understanding to which CIPET 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) CIPET is in compliance in all respects with
all terms of the CIPET Contracts, except for noncompliance
which individually or in the aggregate would not have a

- 21 -

Material Adverse Effect on the CIPET Parties. Except as set
forth on Schedule 3.13(b), to the knowledge of CIPET, (i) there
is no bankruptcy, insolvency or similar proceeding with respect
to any party to a CIPET Contract having any material executory
obligations thereunder; (ii) all such CIPET 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 CIPET
Contract by any party thereto which, individually or in the
aggregate with other such events, would have a Material Adverse
Effect on the CIPET Parties.

4.14 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 CIPET
taken as a whole.

(b) Except as disclosed in Schedule 4.14(b), or in
any other Schedule hereto, and except for the transactions
contemplated by this Agreement, since March 31, 1996 CIPET has
conducted its business only in the ordinary course and
consistent with past practice.

(c) Except as disclosed in Schedule 4.14(c), from
March 31, 1996 through the date hereof, CIPET has:

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

(ii) not issued, sold or granted options, warrants or
rights to purchase or subscribed to, or entered into any
agreement or contract with respect to the issuance or sale
of, any capital stock of CIPET or rights or obligations
convertible into or exchangeable for any shares of capital
stock of CIPET 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 CIPET;

(iii) not declared, paid or set aside for payment
any dividend or other distribution in respect of the
capital stock or other equity securities of CIPET and not
redeemed, purchased or otherwise acquired any shares of
capital stock or other securities of CIPET or rights or
obligations convertible into or exchangeable for any
shares of capital stock or other securities of CIPET 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. $50,000;


- 22 -

(v) not (A) created, incurred or assumed any long-
term indebtedness, 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. $50,000) in excess of
U.S. $50,000 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 CIPET 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. $50,000, except in the ordinary
course of business and consistent with past practice, or
(D) made capital expenditures not reflected in CIPET's
current business plan involving in excess of U.S.$50,000
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. $100,000 in the
aggregate;

(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. $50,000 or in the
aggregate in excess of U.S. $150,000, except in the
ordinary course of business; and

(x) not entered into any transaction with KO or any
of its subsidiaries which is not in the ordinary course of
business and on arms' length terms;

(xi) not commenced, defended or settled any
litigation or arbitration in which the aggregate amount
involved is in excess of U.S. $50,000;

(xii) not assumed or incurred any lien or similar
encumbrance on any of its assets in an amount in excess of
U.S. $50,000 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.

4.15 COMPLIANCE WITH LAW. Except for failures to comply
which would not individually or in the aggregate have a
Material Adverse Effect on the CIPET Parties, CIPET is

- 23 -

not and has not 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.

4.16 TAX MATTERS.

(a) Except as set forth in Schedule 4.16; (i) all
returns with respect to Taxes, including estimated returns and
reports of every kind, which are due to have been filed by
CIPET in accordance with any applicable law, have been duly
filed, except where failure to file does not and will not
individually or in the aggregate have a Material Adverse Effect
on the CIPET Parties; (ii) all Taxes for which CIPET may have
any liability through the date hereof, have been paid in full
or are to the extent required by U.S. GAAP accrued as
liabilities for Taxes on the books and records of CIPET, except
where the failure to do so would not have a Material Adverse
Effect on the CIPET 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 CIPET and reflected in the
Audited CIPET Financial Statements will be adequate to satisfy
all material liabilities for Taxes of CIPET 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 CIPET were or
are due to be filed, except where such extensions would not
have a Material Adverse Effect on the CIPET Parties; (v) all
deficiencies asserted as a result of any examination of any
return or report of Taxes on the part of CIPET have been paid
in full, accrued on the books of CIPET, 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 CIPET no proposals or deficiencies for any
Taxes on the part of CIPET are being asserted, proposed or
threatened, and no audit or investigation of any return or
report of Taxes on the part of CIPET is currently underway,
pending or, to the knowledge of TCCC Argentina threatened,
except such as will not individually or in the aggregate have a
Material Adverse Effect on the CIPET Parties; (vii) to the
knowledge of CIPET all returns or reports of Taxes on the part
of CIPET 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
CIPET for the extension of time for the assessment of any Taxes
on the part of CIPET 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 CIPET or any other matter outside the ordinary course
of business pending between CIPET and any taxing authority,
except such as would not have a Material Adverse Effect on the
CIPET Parties.


- 24 -

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

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

(a) CIPET (i) is not incorporated in the United
States, (ii) is not organized under the laws of the United
States and (iii) does not have its principal offices located in
the United States.

(b) The acquisition of voting securities of CIPET
would not confer on the acquiring person control of (i) 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) sales in or into the United
States of U.S. $25,000,000 or more during the fiscal year ended
December 31, 1995.

4.18 INVESTMENT INTENT. TCCC Argentina has been advised
that the Acquired Andina Shares have not been registered under
the Securities Act or the securities laws of any other
jurisdiction. TCCC Argentina is acquiring the Acquired Andina
Shares through SPC for investment only and not with a view to
any public distribution thereof, and TCCC Argentina will not
offer to sell or otherwise dispose of the Acquired Andina
Shares in violation of any of the registration requirements of
the Securities Act or the securities laws of any other
jurisdiction.

4.19 SALE OF BLOWING MOLDS. Prior to the date hereof,
TCCC Argentina has transferred to CIPET all REFPET blowing
molds currently owned by TCCC Argentina as reflected on the
balance sheet of TCCC Argentina.

4.20 INVENTORY. Substantially all of the inventories of
CIPET included on the March 31, 1996 unaudited balance sheet of
CIPET referred to in Section 4.4 which have not been disposed
of prior to the Closing conform to acceptable KO standards and
are either useable in the ordinary course of CIPET's business
or are of a quality that would permit substantially all of such
inventories to be sold at prices reasonably approximate to the
market prices for such inventories as prevailing on the date of
this Agreement.


ARTICLE 5
REPRESENTATIONS AND WARRANTIES
OF CITICORP AND SPC

Citicorp and SPC hereby jointly and severally represent
and warrant to Andina, the Majority Shareholders, Atlantico,
KO, Interamerican and TCCC Argentina as follows:


- 25 -

5.1 POWER AND AUTHORITY; ENFORCEABILITY. Each of
Citicorp and SPC has all requisite power and authority to
execute and deliver this Agreement and the other Operative
Agreements to which it is a party and to perform its
obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. The execution,
delivery and performance of this Agreement and the other
Operative Agreements to which it is a party by Citicorp and
SPC, and the consummation by each of them of the transactions
contemplated hereby and thereby have been duly authorized by
all required corporate action. Each of this Agreement and the
other Operative Agreements to which it is a party 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, in each case subject to applicable bankruptcy,
insolvency, reorganization and other laws affecting the rights
of creditors generally.

5.2 ORGANIZATION. Citicorp is a banking corporation duly
organized and validly existing 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 and the other
Operative Agreements, SPC has not engaged in any activity,
conducted any business, entered into any agreement or otherwise
incurred any liabilities or obligations.

5.3 CAPITAL STOCK. The authorized and outstanding
capital stock of SPC consists of 50,000 shares of capital
stock, U.S.$ 1.00 par value per share. All of such outstanding
shares of capital stock are validly issued, fully paid and
nonassessable and owned of record and beneficially by Citicorp.
No such shares have been issued in violation of, or will be
subject to, any preemptive or any subscription rights. Neither
Citicorp nor SPC has outstanding, and neither is bound by, any
subscriptions, options, preemptive rights, warrants, calls,
commitments, agreements, or rights of any character obligating
Citicorp or SPC to issue or sell any additional shares of SPC
capital stock or any other equity security of SPC, including
any right of conversion or exchange under any outstanding
security or other instrument. There are no outstanding
obligations of Citicorp or SPC to repurchase, redeem or
otherwise acquire any outstanding shares of capital stock of
SPC. The transfer and delivery of the SPC Stock by Citicorp to
Interamerican and TCCC Argentina as contemplated by this
Agreement will transfer good and valid title to the SPC Stock,
free and clear of all liens, security interests, encumbrances,
claims, charges and restrictions (other than any such liens,
security interests, encumbrances, claims, charges and
restrictions that may arise from the act of Interamerican or
TCCC Argentina). The transfer and delivery of the INTI Shares
and CIPET Shares by Citicorp to Atlantico as contemplated by
this Agreement will transfer good and valid title to the CIPET
Shares and INTI Shares, free and clear of all liens, security
interests, encumbrances, claims, charges and restrictions
(other than any such liens, security interests, encumbrances,
claims, charges and restrictions that may arise from the act of
Atlantico). Except for this Agreement, there are no
agreements, arrangements, warrants, options, puts, calls,
rights or other legally binding commitments of any character
relating to the issuance, sale, purchase, redemption,

- 26 -

conversion, exchange, registration, voting or transfer of any
shares of capital stock or other securities of SPC.

5.4 NO CONFLICT. The execution, delivery and performance
by Citicorp and SPC of this Agreement and the other Operative
Agreements to which it is a party or of any other documents to
be executed and delivered by Citicorp and SPC pursuant to this
Agreement or the other Operative Agreements, the consummation
by Citicorp and SPC of the transactions contemplated hereby
and thereby, and the fulfillment of and compliance with the
terms and conditions hereof and thereof 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 violate 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 6
CERTAIN COVENANTS AND AGREEMENTS

6.1 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 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 date 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

- 27 -

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.

6.2 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 the other Operative Agreements 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 and the other Operative
Agreements.

6.3 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 or the other
Operative Agreements, 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 and
the other Operative Agreements with the other parties hereto
prior to making such announcements.

6.4 TAX COVENANTS. Andina and Atlantico hereby covenant
and agree to the following:

(a) Andina and Atlantico covenant that they will
continue to operate CIPET's and INTI's historic businesses of
being a PET manufacturer and a bottler of soft drink products,
respectively, for at least two years after the Closing. In
this regard, CIPET and INTI, without limitation, may add
additional lines of business and may dispose of some of the
assets of their historic businesses so long as they retain
sufficient assets to continue the historic businesses.

(b) Andina and Atlantico covenant that, with respect
to any Transaction (as hereinafter defined), set forth below,
they:

(i) as of the Closing Date, will not have a current
understanding with another party to carry out any such
Transaction;


- 28 -

(ii) as of the Closing Date, will not be under any
legal obligation to carry out any such Transaction;

(iii) will not carry out any such Transaction or
permit CIPET or INTI to carry out any such Transaction for
a period of two years after the Closing; and

(iv) will not enter into any legally enforceable
obligation to carry out any such Transaction or permit
CIPET or INTI to enter into any such obligation for a
period of two years after the Closing.

(c) Andina and Atlantico covenant that, as of the
date hereof and at the time of the Closing, Andina will own
sufficient capital stock of Atlantico to constitute control.

(d) For purposes of this Section 6.4, the following
definitions shall apply:

(i) "control" means the direct ownership by one
entity of at least eighty percent (80%) of the total
combined voting power of all classes of stock entitled to
vote and at least eighty percent (80%) of the total number
of shares of all other classes of stock of the
corporation.

(ii) "Transaction" means (A) the liquidation of CIPET
or INTI; (B) the merger of CIPET or INTI into another
corporation, unless Atlantico controls the surviving
entity; (C) the sale or other disposition by CIPET or INTI
of their assets, such that CIPET or INTI will no longer
possess sufficient assets to continue to conduct their
historic businesses (as described in Section 6.4(a)); (D)
except as permitted pursuant to Section 368(a)(2)(C) of
the Internal Revenue Code of 1986, as amended, the
disposition of a sufficient amount of the stock of CIPET
or INTI to cause Atlantico to lose control of CIPET or
INTI; (E) the issuance by CIPET or INTI of additional
shares of capital stock such that Atlantico no longer
controls CIPET or INTI; (F) any other transaction that
would result in the loss of control by Atlantico of the
stock of CIPET or INTI; and (G) any transaction that would
result in the loss of control by Andina of the stock of
Atlantico.

(e) The parties agree that a transaction (other than
a transaction relating to matters described in Section
6.4(b)(ii)) occurring at least seven years after the Closing
Date shall not be subject to the covenants set forth in this
Section 6.4.

6.5 REORGANIZATION OF CICAN. Promptly following the date
of this Agreement, TCCC Argentina, the Majority Shareholders
and Andina will use their reasonable efforts to have by
December 1, 1996 a definitive agreement to implement a
reorganization of CICAN S.A. ("CICAN") prior to January 1, 1997
which would result in certain bottlers (including Andina's
bottling subsidiaries) in KO's River Plate Division
participating in the ownership of CICAN. If a definitive
agreement relating to a reorganization of CICAN involving such

- 29 -

bottlers is not entered into by January 1, 1997, then subject
to the approval of the Boards of Directors of KO and TCCC
Argentina, TCCC Argentina will enter into an agreement with
Andina by means of which (i) TCCC Argentina will sell to
Andina's current bottling subsidiaries in the River Plate
Division (the "Bottling Subsidiaries") at a value equal to
CICAN's net worth, a percentage equity interest in CICAN which
is proportionate to the percentage of the unit can volume of
Coca-Cola products in the River Plate Division represented by
sales of the Bottling Subsidiaries during the twelve calendar
months preceding the date of such agreement (for purposes of
reference, the parties acknowledge that, based upon unit can
volume in the River Plate Division during the preceding twelve
months, the Bottling Subsidiaries would purchase approximately
14% of CICAN); (ii) CICAN will enter, upon such investment by
the Bottling Subsidiaries, into a Supply Agreement effective
January 1, 1997 pursuant to which it will agree to supply cans
to the Bottling Subsidiaries at CICAN's cost (plus any excise
taxes, value added taxes or other applicable taxes pursuant to
Argentine tax law). For this purpose, cost is defined as the
total cash and non cash expenses incurred by CICAN in a given
month (plus any excise taxes, value added taxes or other
applicable taxes pursuant to Argentine tax law) plus the
interest expenses, if any; and (iii) Andina will receive as its
sole return for the equity investment referred to in (i) the
right to be supplied by CICAN on the terms and conditions of
the Supply Agreement referred to in (ii) without being entitled
to profits, dividends or any other return derived from CICAN's
ongoing operations. If arriving to a structure which
accomplishes (i), (ii) and (iii) proves not to be feasible,
then the parties will work together towards finding an
alternative mechanism which delivers the economic objectives
sought by Andina, KO and TCCC Argentina. TCCC Argentina's
undertaking to sell CICAN cans to the Bottling Subsidiaries at
cost, as described above, is limited to 14% of CICAN sales
(assuming Andina acquires 14% of CICAN's net worth). In the
event that the Bottling Subsidiaries' needs exceed, at a given
time, 14% of CICAN sales (or whatever is the applicable
percentage), TCCC Argentina and Andina will agree to adjust to
the new business reality through a mechanism with the same
economic objectives as the one described above. Nothing in
this Agreement or in any subsequent agreements between KO or
TCCC Argentina and Andina affects or will affect the right of
TCCC Argentina to establish the pricing formula of the
concentrate and beverage bases for the products packaged by
CICAN in cans. The pricing formulae of the concentrate and
beverage bases sold to CICAN will be the same that TCCC
Argentina currently applies or may apply in the future to the
Bottling Subsidiaries.

6.6 SPIRIT OF THE TRANSACTIONS.

(a) The transactions contemplated by this Agreement
and the other Operative Agreements, which will result in an
equity investment by KO in Andina through TCCC Argentina and
Interamerican (after their acquisition of SPC), are intended to
establish a new and expanded relationship that both KO and
Andina believe has the potential to enhance the growth and
profitability of Andina as well as the potential to afford KO
and the Majority Shareholders the opportunity to participate in
the future growth in the region through Andina. In light of
this new and expanded relationship, KO will give full
consideration to the possibility of financing future growth
through increased equity participation, to the extent that

- 30 -

reinvestment of Andina's profits and prudent incurrence of debt
prove insufficient to satisfy the capital expenditure needs of
Andina, and Andina and the Majority Shareholders will look
favorably upon KO's desire to have an investment not
significantly in excess of twenty percent (20%) of the equity
of Andina.

(b) KO views the current control of the management
of Andina by the Majority Shareholders as an important factor
in KO's willingness to enter into the transactions contemplated
by this Agreement, and the parties understand the importance to
KO, the Majority Shareholders and Andina of the control by the
Majority Shareholders of the management of Andina.
Accordingly, to the extent practicable and appropriate at such
time and under the circumstances, if KO increases its
participation in Andina capital stock in the future, the
parties intend to structure such increased investment in a
manner that maintains the Majority Shareholders' current
ability to elect a majority of the Andina Board of Directors.
The parties recognize that the structure of any transaction is
necessarily dependent on the facts and circumstances that may
exist at such time and that the foregoing sentence is not
intended to be a commitment on the part of any party.

6.7 ACCOUNTING FOR OPERATING RESULTS. From and after
August 28, 1996, Andina agrees that it will for all purposes
record on its financial statements the operating results of
INTI or CIPET.

6.8 SPC COVENANTS. Citicorp and SPC agree that, prior to
the Closing, except as otherwise specifically contemplated by
this Agreement, SPC will not engage in any activity, conduct
any business, enter into any agreement or otherwise incur any
liabilities or obligations.

6.9 COVENANTS IN ANDINA PURCHASE AGREEMENT. The
covenants and agreements set forth in Article 4 of the Andina
Purchase Agreement are incorporated herein by reference with
the same effect as if fully set forth herein (and any reference
to Citicorp or SPC in such incorporated covenants and
agreements shall also for purposes of this Agreement be deemed
to be a reference to KO, TCCC Argentina and Interamerican), and
KO, Interamerican and TCCC Argentina are entitled to rely on
such covenants and agreements as if fully set forth herein.

6.10 RIGHTS OF CITICORP AND SPC UNDER ANDINA PURCHASE
AGREEMENT. Citicorp and SPC agree with KO, Interamerican and
TCCC Argentina that Citicorp and SPC:

(a) will not amend, modify or terminate the Andina
Purchase Agreement or exercise any right under the Andina
Purchase Agreement without the written consent of KO;

(b) will follow the instructions of KO with respect
to the exercise of any right or waiver of rights or conditions
under the Andina Purchase Agreement; and

(c) at the Closing will assign all of their rights
under the Andina Purchase Agreement to KO, Interamerican and
TCCC Argentina.


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6.11 ANDINA BOARD OF DIRECTORS. Andina shall take all
necessary actions to effect the election to the Board of
Directors at or prior to Closing of one incumbent member and
one alternate member, each of whom is a nominee of the KO
Parties.


ARTICLE 7
MANAGEMENT OF INTI AND CIPET BY ANDINA AND ATLANTICO

7.1 MANAGEMENT AUTHORITY AND RESPONSIBILITY.

(a) From and after the date of this Agreement,
unless this Agreement is terminated in accordance with
Article 11 hereof, Andina and Atlantico shall be fully
responsible for the supervision, management and operation of
the businesses of INTI and CIPET, and Andina shall be
responsible for the following, among other matters, in
connection with the operation of such businesses:

(i) Financial planning and management, including the
preparation of capital and operating budgets for INTI and
CIPET;

(ii) Marketing and consulting services, including
management of advertising functions;

(iii) Production planning and management,
including management of purchasing functions;

(iv) Pricing planning and management;

(v) Industrial engineering services required by the
businesses of INTI and CIPET;

(vi) Technical services related to the businesses of
INTI and CIPET; and

(vii) Accounting and bookkeeping services, cost
analysis and reporting.

(b) As soon as practicable after the date hereof,
the existing directors of INTI and CIPET shall be replaced by
persons nominated by Andina.

7.2 RIGHT OF ACCESS. Interamerican and TCCC Argentina
and their officers, directors, employees and representatives
shall have complete and unrestricted access, at all times
prior to the Closing, to the offices and other facilities
of INTI and CIPET and to the books and records of INTI
and CIPET. In addition, Interamerican and TCCC Argentina
and their respective officers, directors, employees and
representatives shall have access prior to the

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Closing, during reasonable business hours, to the employees
of Andina and Atlantico exercising supervision over the
management and operations of INTI and CIPET.

7.3 REPORTS. Prior to the Closing, Andina shall provide,
not less frequently than monthly, written reports to
Interamerican and TCCC Argentina concerning the results of
operations of INTI and CIPET in substantially the form
currently provided to Interamerican and TCCC Argentina. Such
reports shall be delivered by Andina to Interamerican and TCCC
Argentina not later than twenty-five (25) days after the end
of each respective month of operations prior to the Closing and
shall include consolidated financial statements, including
balance sheet, income statement, statement of changes in
financial position, comparison of current operating results to
budget and to prior period results, and unit sales and
production reports. In addition, prior to Closing, Andina
shall provide notice to Interamerican and TCCC Argentina within
four business days of its occurrence of any significant
development affecting the business or assets of INTI or CIPET,
including matters affecting labor relations or any of their
relationships with customers or suppliers, claims of any nature
made or threatened against INTI or CIPET, or any basis for any
such claim or liability, and the like.

7.4 NO COMPENSATION; EXPENSES Andina and Atlantico shall
not receive any compensation for any services provided in
connection with the exercise of its authority and
responsibility under this Article 7. Andina and Atlantico
shall be responsible for all expenses incurred by it or any of
the Andina Subsidiaries or any of their respective officers,
directors, employees, or representatives in connection with the
exercise of its authority and responsibility under this Article 7.

7.5 EFFECT OF TERMINATION OF THIS AGREEMENT. In addition
to any other remedies available to KO, Interamerican, INTI,
TCCC Argentina or CIPET under this Agreement or otherwise, if
this Agreement is terminated pursuant to Article 11 hereof and
the transactions contemplated herein are not consummated,
Andina and Atlantico shall take all actions necessary to effect
the orderly return of the supervision, management and operation
of the businesses of INTI and CIPET to Interamerican and TCCC
Argentina, respectively, so that the businesses of INTI and
CIPET are in all material respects in the same condition as
when the supervision, management and operation of such
businesses were transferred to Andina and Atlantico, after
taking into account changes reasonably attributable to
seasonality and the operation of such business in the ordinary
course and in a manner consistent with past practices. Subject
to the foregoing sentence, such actions shall include, but
shall not be limited to, the following:

(a) Restoring to INTI and CIPET the levels of assets
and liabilities (both in terms of aggregate dollar amounts and
composition of assets and liabilities) as existed at INTI and
CIPET at the time that Andina and Atlantico assumed
responsibility for the supervision, management and operation of
the businesses of INTI and CIPET;


- 33 -

(b) Restoring to INTI and CIPET substantially the
same customer bases as existed at INTI and CIPET at the time
that Andina and Atlantico assumed responsibility for the
supervision, management and operation of the businesses of INTI
and CIPET;

(c) Restoring to INTI and CIPET substantially the
same employee bases as existed at INTI and CIPET at the time
that Andina and Atlantico assumed responsibility for the
supervision, management and operation of the businesses of INTI
and CIPET;

(d) Restoring to INTI and CIPET substantially the
same revenue bases, profit margins and pricing structures (both
in terms of aggregate dollar amounts and composition) as
existed at INTI and CIPET, at the time that Andina and
Atlantico assumed responsibility for the supervision,
management and operation of the businesses of INTI and CIPET;
and

(e) Causing the persons nominated by Andina as
directors of INTI and CIPET pursuant to Section 7.1(b) to
resign as directors of such entities immediately upon the
termination of this Agreement.


ARTICLE 8
CONDITIONS

8.1 CONDITIONS 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 following conditions:

(a) 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.

(b) All of the conditions to the "Closing" as
defined in the Andina Purchase Agreement shall have been
satisfied or waived and the "Closing" under the Andina Purchase
Agreement shall have occurred simultaneously with the Closing
under this Agreement.

8.2 CONDITIONS TO OBLIGATIONS OF THE INTI PARTIES AND THE
CIPET PARTIES. The obligations of the INTI Parties and the
CIPET Parties 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 the INTI Parties and the
CIPET Parties 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,

- 34 -

promulgated or issued after the date of this Agreement by any
governmental authority or agency which in any case would (i)
prohibit or restrain the INTI Parties, the CIPET Parties or the
Andina Parties from consummating, or make illegal, the transactions
contemplated under this Agreement to be consummated at the Closing
or impair Interamerican's or TCCC Argentina's ownership of the
Acquired Andina Shares or compel Interamerican or TCCC Argentina
to dispose of all or a material portion of the Acquired Andina
Shares, or (ii) render any INTI Party or CIPET Party 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.

(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 of Andina (the "Class A
Stock") of Andina and the Class B Stock of Andina (the "Class B
Stock") to be created pursuant to the Amendments 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 and after Andina has taken all necessary
actions to effect the reclassification (the "Reclassification")
of the existing Common Stock of Andina such that each share of
Common Stock will become one share of Class A Stock and one
share of Class B Stock.

(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 KO, Interamerican, TCCC
Argentina, Citicorp and SPC a written certificate to the effect
that the representations and warranties set forth in Sections
2.1, 2.2, 2.3 and 2.4 of this Agreement and in Sections 2.1,
2.2(a), 2.2(b), 2.2(c), 2.3, 2.6 and 2.17 of the Andina
Purchase Agreement 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


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

8.3 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, INTI Party or CIPET Party from consummating, or
make illegal, the transactions contemplated under this
Agreement to be consummated at the Closing or impair Andina's
ownership of the CIPET Shares or the INTI Shares or compel
Andina to dispose of all or a material portion of the CIPET
Shares or the INTI Shares, or (ii) render any Andina Party
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 subpart (i) or (ii) above.

(b) A senior officer of Interamerican and TCCC
Argentina shall deliver to the Andina Parties a written
certificate to the effect that the representations and
warranties set forth in Sections 3.1, 3.2, 3.3, 3.6, 3.17,
3.18, 4.1, 4.2, 4.3, 4.6, 4.17 and 4.18 are true and correct in
all material respects at and as of the Closing Date, as if made
on such date.

8.4 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 8. Except as set forth in Sections 8.2, 8.3
and 11.1, no breach of the representations, warranties,
covenants or agreements contained in this Agreement or any of
the other Operative Agreements 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 or
any other Operative Agreement as a result of such breach.


ARTICLE 9
ACTIONS REQUIRED AT CLOSING

Unless this Agreement is first terminated as provided in
Article 11, and subject to the satisfaction or waiver of the
conditions set forth herein, the closing of the purchase and
sale of the CIPET Shares, the INTI Shares, the CIPET Debt and
the SPC Stock (the "Closing") shall take place at the offices of
Andina, Avenida Andres Bello No. 2687, Piso 20, Santiago, Chile, at

- 36 -

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:

9.1 SHARE CERTIFICATES OF CIPET. TCCC Argentina shall
(a) deliver to Citicorp certificates in definitive
form representing the CIPET Shares; (b) deliver to CIPET a
letter substantially in the form of Exhibit 9.1 notifying the
transfer of the CIPET Shares to Citicorp pursuant to Article
215 of Law No. 19,550 of the laws of Argentina; and (c) procure
CIPET to enter the name of Citicorp in the register of
shareholders of CIPET as the registered holder of the CIPET
Shares. In addition, at the Closing, TCCC Argentina shall
cause Juan Manuel Almiron to (x) deliver to the nominee of
Citicorp (the "Citicorp Nominee") the one share of Class B
Stock of CIPET owned of record by him (the "Nominee Share") and
the written consent to such transfer signed by the spouse of
Mr. Almiron, (y) deliver a letter substantially in the form of
Exhibit 9.1 signed by Mr. Almiron and his spouse notifying the
transfer of the Nominee Share to the Citicorp Nominee pursuant
to Article 215 of Law No. 19,500 of the laws of Argentina, and
(z) procure CIPET to enter the name of the Citicorp Nominee in
the register of shareholders of CIPET as the registered holder
of the Nominee Share.

9.2 SHARE CERTIFICATES OF SPC TO TCCC ARGENTINA.
Citicorp shall (a) deliver to TCCC Argentina certificates in
definitive form representing the TCCC Argentina Acquired SPC
Shares, in a form effective under Cayman Islands law, duly
endorsed in blank for transfer or accompanied by duly executed
blank stock powers, and otherwise in good form for transfer,
and (b) procure SPC to enter the name of TCCC Argentina in the
register of shareholders of SPC as the registered holder of the
TCCC Argentina Acquired SPC Shares.

9.3 SHARE CERTIFICATES OF INTI; ASSIGNMENT OF CIPET DEBT.
Interamerican shall (a) deliver to Citicorp certificates in
definitive form representing the INTI Shares; (b) deliver to
INTI a letter substantially in the form of Exhibit 9.1
notifying the transfer of the INTI Shares to Citicorp pursuant
to Article 215 of Law No. 19,550 of the laws of Argentina; and
(c) procure INTI to enter the name of Citicorp in the register
of shareholders of INTI as the registered holder of the INTI
Shares. In addition, at Closing Interamerican shall assign the
CIPET Debt to Citicorp and shall notify CIPET of such
assignment.

9.4 SHARE CERTIFICATES OF SPC TO INTERAMERICAN. Citicorp
shall (a) deliver to Interamerican certificates in definitive
form representing the Interamerican Acquired SPC Shares, in a
form effective under Cayman Islands law, duly endorsed in blank
for transfer or accompanied by duly executed blank stock
powers, and otherwise in good form for transfer, and (b)
procure SPC to enter the name of Interamerican in the register
of shareholders of SPC as the registered holder of the
Interamerican Acquired SPC Shares.


- 37 -

9.5 SHARE CERTIFICATES OF CIPET AND INTI; CIPET DEBT.

(a) Citicorp shall (i) deliver to Atlantico
certificates in definitive form representing the CIPET Shares;
(ii) deliver to CIPET a letter substantially in the form of
Exhibit 9.1 notifying the transfer of the CIPET Shares to
Atlantico pursuant to Article 215 of Law No. 19,550 of the laws
of Argentina; and (iii) procure CIPET to enter the name of
Atlantico in the register of shareholders of CIPET as the
registered holder of the CIPET Shares. In addition, at the
Closing, Citicorp shall cause the Citicorp Nominee to (x)
deliver to the nominee of Atlantico (the "Atlantico Nominee")
the Nominee Share and, if applicable, the written consent to
such transfer signed by the spouse of the Citicorp Nominee, (y)
deliver a letter substantially in the form of Exhibit 9.1
signed by the Citicorp Nominee and, if applicable, his or her
spouse, notifying the transfer of the Nominee Share to the
Atlantico Nominee pursuant to Article 215 of Law No. 19,500 of
the laws of Argentina, and (z) procure CIPET to enter the name
of the Atlantico Nominee in the register of shareholders of
CIPET as the registered holder of the Nominee Share.

(b) Citicorp shall (i) deliver to Atlantico
certificates in definitive form representing the INTI Shares;
(ii) deliver to INTI a letter substantially in the form of
Exhibit 9.1 notifying the transfer of the INTI Shares to
Atlantico pursuant to Article 215 of Law No. 19,500 of the laws
of Argentina; and (iii) procure INTI to enter the name of
Atlantico in the register of shareholders of INTI as the
registered holder of the INTI Shares.

(c) Citicorp shall assign the CIPET Debt to
Atlantico and shall notify CIPET of such assignment.

9.6 PURCHASE PRICE. Atlantico shall tender to Citicorp
the Aggregate Purchase Price by wire transfer of immediately
available funds to an account reasonably designated by
Citicorp, which account shall be designated at least five days
prior to the Closing.

9.7 FURTHER ASSURANCES. Following the Closing, each
party transferring INTI Shares, CIPET Shares, CIPET Debt or SPC
Stock pursuant to this Agreement 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 the
transferee to confirm and vest in such transferee title to such
shares or debt, as the case may be.


ARTICLE 10
INDEMNIFICATION

10.1 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 3.20 and 4.20 shall survive until the
date which is four months after the date of this Agreement and

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(x) the representations and warranties contained in
Sections 2.1, 2.2, 2.3, 2.4, 3.1, 3.2, 3.3, 3.6, 3.17, 3.18,
4.1, 4.2, 4.3, 4.6, 4.17, 4.18, 5.1, 5.2, 5.3 and 5.4 of this
Agreement, (y) 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 of the
Andina Purchase Agreement which are incorporated by reference
pursuant to Section 2.5 of this Agreement, and (z) the
representations and warranties contained in the certificates
delivered pursuant to Sections 8.2(f) and 8.3(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 6.1(b), 6.3, 6.4,
6.5, 6.8, 6.10 and 9.7, this Article 10 and Article 12 shall
survive the Closing Date without limitation as to time, (y) the
covenants and agreements set forth in Article 1,
Sections 4.2(b), 4.8 and 6.3, Article 7 and Article 9 of the
Andina Purchase Agreement which are incorporated by reference
pursuant to Section 6.9 of this Agreement shall survive the
Closing Date without limitation as to time, and (z) the
covenants and agreements set forth in Section 6.11 of this
Agreement and the covenants and agreements set forth in Section
4.6 of the Andina Purchase Agreement which are incorporated by
reference pursuant to Section 6.9 of this Agreement 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 10 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 appropriate.

10.2 INDEMNIFICATION BY ANDINA PARTIES.

(a) Except as otherwise limited by this Article 10
and subject to the limitations on survival set forth in Section
10.1, the Andina Parties, jointly and severally (except as
otherwise provided in this Agreement), shall indemnify and hold
harmless KO, TCCC Argentina and Interamerican, their respective
officers, directors, shareholders (direct and indirect,
including KO), employees, agents and representatives and their
successors and permitted assigns (each, an "Indemnified KO
Party") and Citicorp and SPC, their respective officers,
directors, shareholders (direct and indirect), 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 KO Party or 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;


- 39 -

(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 KO Party or 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 10.1 hereof, is
stated to survive the Closing Date; and

(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 KO Party or
Indemnified SPC Party as a result of a breach of a
representation, warranty, covenant or agreement set forth in
(x) Article 1, Section 2.1, 2.2, 2.3, 6.8, 6.10 or 9.7 or in
the certificate delivered pursuant to Section 8.2(f) or (y)
Article 1 or Sections 2.1, 2.2(a), 2.2(b), 2.2(c), 2.3, 2.6,
2.17 or 6.3 of the Andina Purchase Agreement which are
incorporated by reference herein (in the case of each of (x)
and (y) other than amounts owed to any Indemnified KO Party or
Indemnified SPC Party if this Agreement or the Andina Purchase
Agreement is terminated prior to the Closing) shall be
satisfied by transfer by the Majority Shareholders to such
Indemnified KO Party or 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 to such
Indemnified SPC Party.

(c) Any amounts owed to any Indemnified KO Party or
Indemnified SPC Party (x) as a result of a breach of a
representation, warranty, covenant or agreement set forth in
this Agreement or incorporated by reference in this Agreement
if this Agreement or the Andina Purchase Agreement is
terminated prior to the Closing or (y) as a result of a breach
of a representation, warranty, covenant or agreement set forth
in (A) Sections 2.4, 6.1(b), 6.3, 6.4, 6.5, 6.11 or Article 12
of this Agreement, or (B) Section 4.2(b), 4.6 or 4.8 or Article
9 of the Andina Purchase Agreement which are incorporated by
reference herein shall not be required to be satisfied in
stock, but shall instead be satisfied by the direct assertion
against the Andina Parties of such indemnification claims to be
satisfied out of the assets or cash of the Andina Parties.

(d) A breach of the covenants contained in
Section 6.4 of this Agreement shall give rise to an
indemnification obligation pursuant to this Section 10.2 only
in the event that such breach is determined to have directly
caused the failure of either of the exchanges of capital stock
of CIPET or INTI pursuant to this Agreement to qualify as a
tax-free reorganization for U.S. income tax purposes. For this
purpose, the items subject to indemnification shall include,
but not be limited to, all federal, state and local tax
liabilities (including interest and penalties) arising
directly out of such breach. Any indemnification

- 40 -

payment made pursuant to this Article 10 as a result of a breach
of Section 6.4 of this Agreement shall be made on an after-tax
basis in an amount sufficient to place the Indemnified KO Party
in the same after-tax economic position (after taking into account
any Taxes imposed on or by reason of the indemnification payment
and any tax benefit actually realized by an Indemnified KO Party as
a result thereof) as if the provisions contained in Section 6.4
of the Agreement had not been breached. If any Andina Party
has paid an indemnity obligation as a result of a breach of
Section 6.4 of this Agreement prior to the time an offsetting
tax benefit is "actually realized" by a KO Party as a result of
the payment, incurrence or accrual of such indemnity
obligation, such KO Party shall pay, or cause to be paid, to
such Andina Party the appropriate amount of any such offsetting
tax benefit within 60 days of the date on which the tax return
or other filing claiming the realization of such offsetting tax
benefit is filed; provided, however, that Andina shall not be
entitled to receive an amount in excess of all amounts
previously paid by Andina pursuant to this Section 10.2 as a
result of a breach of Section 6.4 of this Agreement; and
provided, further, that if there is a subsequent determination
on the part of a taxing authority that such KO Party was not
entitled to all or any part of such offsetting tax benefit,
such Andina Party shall repay, or cause to be repaid, to such
KO Party the amount of such offsetting tax benefit to which the
taxing authority has determined that the KO Party is not
entitled. For purposes of the preceding sentence, a tax
benefit shall be treated as having been "actually realized" to
the extent, and at such time as, any amount of taxes actually
paid or payable by any KO Party is reduced below the amount of
taxes that any such entity would have been required to pay
absent the utilization of such tax benefit.

10.3 INDEMNIFICATION BY KO, TCCC ARGENTINA AND
INTERAMERICAN.

(a) Except as otherwise limited by this Article 10
and subject to the limitations on survival set forth in
Section 10.1, KO, TCCC Argentina and Interamerican, jointly and
severally, shall indemnify and hold harmless the Andina
Parties, their respective officers, directors, shareholders
(direct and indirect), employees, agents and representatives
and their successors or permitted assigns (each, an
"Indemnified Andina Party") and each Indemnified SPC Party
against and in respect of:

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

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warranty, covenant or agreement of any KO Party contained
in this Agreement which, pursuant to Section 10.1 hereof,
is stated to survive the Closing Date; and

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

(b) Except as otherwise limited by this Article 10
and subject to the limitations contained herein, if the Closing
occurs, KO and Interamerican, jointly and severally, shall
indemnify and hold harmless the Indemnified Andina Parties
against and in respect of 78.7% of all Indemnifiable INTI Taxes
(as defined below). The Andina Parties shall be responsible
for all other Unpaid INTI Taxes (as defined below). No claim
for indemnification may be made under this Section 10.3(b) by
the Andina Parties except with respect to any Indemnifiable
INTI Taxes for which within six years from the date of this
Agreement the relevant taxing authority has asserted a claim
and the Andina Parties have provided the KO Parties with prompt
written notice of such claim or, if such claim is asserted in
the last week of such six-year period, no later than one week
after the assertion of such claim.

(c) As used in this Agreement:

"Unpaid INTI Taxes" shall mean any income or social
security taxes of INTI which are required to be paid by INTI in
respect of any period ended prior to August 28, 1996 and which
have neither been paid nor accrued as liabilities for taxes on
the books and records of INTI.

"INTI Tax Claim Cap" shall mean the first U.S.
$6,885,000 of principal amount of claims asserted by the
relevant taxing authorities following the date of this
Agreement in respect of Unpaid INTI Taxes (i.e., whether or not
KO decides to dispute such claims or settle such claims for a
lesser amount with the relevant taxing authority, the principal
amount of each claim in respect of Unpaid INTI Taxes as
asserted by the relevant taxing authority shall be applied to
reduce the U.S. $6,885,000 cap).

"Indemnifiable INTI Taxes" shall mean the principal
amount of any claims with respect to Unpaid INTI Taxes to the
extent that the aggregate principal amount of such claims as
asserted by the relevant taxing authorities is less than or
equal to the INTI Tax Claim Cap and any penalties or interest
associated with such claims the aggregate principal amount of
which as asserted by the relevant taxing authorities is below
the INTI Tax Claim Cap. When a cumulative amount of claims has
been received from the relevant taxing authorities and the
principal amount of such claims as asserted by the relevant
taxing authorities exceeds the INTI Tax Claim Cap, with respect
to the last claim asserted which results in the INTI Tax
Claim Cap being exceeded (the "Bridge Claim"), the
term "Indemnifiable INTI Taxes" will include the

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principal amount of the Bridge Claim only to the extent of the
remaining amount of the INTI Tax Claim Cap, and, if the KO Parties
decide to defend such claim as provided in Section 10.6, the term
"Indemnifiable INTI Taxes" will include any penalties or interest
associated with the Bridge Claim. The Andina Parties will be
responsible for the principal amount of the Bridge Claim to the
extent it exceeds the remaining amount of the INTI Tax Claim Cap,
and if the KO Parties choose not to defend such claim, the Andina
Parties will be responsible for any penalties or interest
associated with the Bridge Claim.

(d) Except as otherwise limited by this Article 10
and subject to the limitations contained herein, if the Closing
occurs and there is a final determination with respect to the
Rio Cuarto Tax Dispute (as defined below) to the effect that
INTI is not entitled to a refund of all of the amounts
previously paid to the Rio Cuarto Municipality in respect of
such Rio Cuarto Tax Dispute, KO and Interamerican, jointly and
severally, shall indemnify and hold harmless the Indemnified
Andina Parties against and in respect of 78.7% of the Rio
Cuarto Amount (as defined below), provided that the aggregate,
cumulative liability of KO and Interamerican under this Section
10.3(d) shall not exceed 78.7% times U.S. $304,711.29.

(e) As used in this Agreement:

"Rio Cuarto Tax Dispute" shall mean the dispute
described in Item 1 of Schedule 3.16 to this Agreement.

"Rio Cuarto Amount" shall mean (i) the portion, if
any, of the amounts previously paid by INTI to the Rio Cuarto
Municipality in respect of the Rio Cuarto Tax Dispute with
respect to which it is finally determined that INTI is not
entitled to a refund less (ii) any amounts recovered by INTI
from other cities within the Cordoba province or otherwise in
respect of the matter described in Item 1 of Schedule 3.16 to
this Agreement.

(f) The Andina Parties agree to use their reasonable, good
faith efforts to refrain from taking any actions which could
reasonably be expected to increase the amount of Unpaid INTI Taxes or
the Rio Cuarto Amount or increase the likelihood that a taxing
authority will assert a claim with respect to Unpaid INTI Taxes or
the Rio Cuarto Amount, and the Andina Parties shall use their
reasonable, good faith efforts to take such actions as, to their
knowledge, could reasonably be expected to mitigate any such amounts
and the likelihood that a taxing authority will assert a claim with
respect to such amounts.

10.4 INDEMNIFICATION BY CITICORP AND SPC. Except as otherwise
limited by this Article 10 and subject to the limitations on survival
set forth in Section 10.1, Citicorp and SPC shall indemnify and hold
harmless the Andina Indemnified Parties and the KO Indemnified
Parties 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 and Andina Indemnified Party or any
KO Indemnified Party as a result of, or with respect to, any
breach of or noncompliance by either Citicorp

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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, costs (including
court costs) and other expenses (including, without limitation,
reasonable legal and accounting fees and expenses) incident to any of
the foregoing.

10.5 NOTICE OF CLAIM. If any Indemnified KO Party or any
Indemnified Andina Party (either, 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 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 10.5 shall not affect any of such party's rights under this
Article 10 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.

10.6 THIRD PARTY CLAIMS. If a claim made pursuant to this
Article 10 arises out of the claim of any third party, 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 10.5 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 10, 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, except as provided in
the last sentence of this Section 10.6, (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

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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) except
as otherwise provided in this Agreement, 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. Notwithstanding the
foregoing, the KO Parties shall have complete authority over the
defense, contest, conduct, settlement and compromise of any claim,
action, suit or proceeding with respect to Indemnifiable INTI Taxes
and the Rio Cuarto Tax Dispute (including, without limitation, the
filing of moratorium regimes and payment plans), and, if they so
elect, the Bridge Claim, and the limitations set forth in the proviso
to the preceding sentence shall not apply with respect to such
claims.


ARTICLE 11
TERMINATION

11.1 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 (as
defined in the Andina Purchase Agreement):

(a) by mutual agreement of Andina, the Majority
Shareholders, TCCC Argentina, Interamerican and KO (with notice to
Citicorp and SPC);

(b) by Andina, if the conditions set forth in Sections 9.1
and 9.3 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) by the
INTI Parties and the CIPET Parties on or before April 30, 1997;

(c) by TCCC Argentina and Interamerican, if the conditions
set forth in Sections 9.1 and 9.2 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) by Andina Parties on or before April 30, 1997; and

(d) by any party, if the Andina Purchase Agreement shall
have been terminated in accordance with its terms (without any breach
of the Andina Purchase Agreement by such party).


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11.2 EFFECT OF TERMINATION. In the event of termination of this
Agreement pursuant to this Article 11, 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 6.1(b) and 6.3, Article 7, Article 10,
this Section 11.2 and Sections 12.11 and 12.17, all of which shall
survive the termination; provided, however, that termination pursuant
to this Article 11 prior to the Closing due to a breach of any
representation, warranty, covenant or agreement contained in this
Agreement or any other Operative Agreement shall not relieve a
defaulting or breaching party from any liability to the other party
or parties hereto (whether or not such representation, warranty,
covenant or agreement would have survived the Closing Date).


ARTICLE 12
MISCELLANEOUS

12.1 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other
Operative Agreements contain the entire agreement among the parties
hereto with respect to the transactions contemplated herein and
therein, and supersede all prior agreements and negotiations and oral
understandings relating to the subject matter hereof and thereof;
provided that this provision is not intended to abrogate any other
written agreement between the parties executed contemporaneously with
or after this Agreement; and provided further that neither this
Agreement nor any of the other Operative Agreements is intended to
amend or modify any of the terms or provisions of any of the
bottlers' agreements between KO and Andina or any of the subsidiaries
of Andina. In the event of any conflict or inconsistency between the
terms of this Agreement with the terms of any such bottlers'
agreements with respect to the subject matter governed by such
bottlers' agreements, the terms of such bottlers' agreements shall
control. 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.

12.2 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, except that the
rights and obligations of Interamerican and TCCC Argentina may be
assigned or delegated to KO or to any subsidiary of KO, provided that
such assignment shall not relieve the assignor of its obligations
under this Agreement. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective successors
and permitted assigns.

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

12.4 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.


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12.5 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.

12.6 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).

12.7 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 or Embotelladora Andina S.A.
to Atlantico: 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

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 KO, Interamerican
or TCCC Argentina: The Coca-Cola Company
One Coca-Cola Plaza, N.W.
Atlanta, Georgia 30313
Attention: Chief Financial Officer
Telefax No.: (404) 676-8683


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with a copy to: The Coca-Cola Company
One Coca-Cola Plaza, N.W.
Atlanta, Georgia 30313
Attention: General Counsel
Telefax No.: (404) 676-6209

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 prior to Bottling Investment Limited
the Closing Date: 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.

12.8 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.

12.9 CONSTRUCTION. No provision of this Agreement or other
Operative 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.

12.10 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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12.11 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 or any of the other Operative Agreements
(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 12.11(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 12.11 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.

12.12 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.

12.13 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.

12.14 "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.


- 49 -

12.15 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.

12.16 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; (b) when
used with reference to any of the CIPET Parties, a material adverse
effect on (i) the financial condition or business of CIPET, taken as
a whole or (ii) the ability of TCCC Argentina to consummate the
transactions contemplated by this Agreement; (c) when used with
reference to any of the INTI Parties, a material adverse effect on
(i) the financial condition or business of INTI, taken as a whole or
(ii) the ability of Interamerican to consummate the transactions
contemplated by this Agreement; and (d) 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.

12.17 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.

12.18 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.

12.19 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.

- 50 -


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 DEL ATLANTICO S.A.


By: /s/ Jaime Garcia
/s/ Pedro Pellegrini
Name: Jaime Garcia/Pedro Pellegrini
Title: Attorneys-in-fact


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



- 51 -

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


THE COCA-COLA COMPANY


By: /s/ Weldon H. Johnson
Name: Weldon H. Johnson
Title: Senior Vice President


COCA-COLA INTERAMERICAN
CORPORATION


By: /s/ Weldon H. Johnson
Name: Weldon H. Johnson
Title: Vice President



COCA-COLA DE ARGENTINA S.A.


By: /s/ Fernando Marin
Name: Fernando Marin
Title: Attorney-in-fact


- 52 -


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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