EXHIBIT 10.75
AMENDMENT TO PROMISSORY NOTE (the "Amendment"), dated as of December
13, 2002, between PANAMERICAN BEVERAGES, INC., a Panamanian corporation
(the "Borrower") and ING BANK N.V., ACTING THROUGH ITS CURACAO BRANCH (the
"Bank").
The Borrower executed and delivered an Amended and Restated Promissory
Note, dated October 15, 2002, in favor of the Bank (the "Promissory Note").
All capitalized terms used but not defined herein shall have the meaning
given to such terms in the Promissory Note (as defined below).
The Borrower and the Bank agree that, effective as of the date hereof
upon the execution and delivery of this Amendment by the Borrower and Bank,
Section 7(d)(ii) of the Promissory Note is amended and restated in its
entirety as follows:
(ii) Debt to EBITDA Ratio. Maintain a ratio of Consolidated Debt
to Consolidated EBITDA (calculated as of the last day of each fiscal
quarter or year hereinafter indicated, as reflected in the quarterly
or annual financial statements for such fiscal quarter or year, for
the twelve-month period ending on the relevant date of determination)
of not more than (i) 2.35 to 1 through the periods ended December 31,
2002 and March 31, 2003 and (ii) 2.25 to 1 thereafter.
In order to induce the Bank to enter into this Amendment, the Borrower
hereby (i) makes the representations and warranties set forth in Section 6
of the Promissory Note as of the date hereof (it being understood and
agreed that any representation which by its terms is made as of a specified
date shall be required to be true and correct in all material respects only
as of such specified date), and (ii) represents and warrants that, (a) as
of the date hereof, there exists no Default or Event of Default under the
Promissory Note as amended by this Amendment and (b) since December 31,
2001, there has been no Material Adverse Change.
Except as expressly provided hereby, the Promissory Note, each other
Loan Document and all instruments and documents executed and delivered
pursuant thereto shall continue in full force and effect in accordance with
their respective terms. All references in the Loan Documents to the
Promissory Note shall be deemed to refer to the Promissory Note as modified
by this Amendment and as hereafter modified by any amendment, modification
or supplement thereto. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of
the Bank under any of the Loan Documents. This Amendment shall be governed
by, and construed in accordance with, the internal laws of the State of New
York. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which when
so executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of
the date first above written.
PANAMERICAN BEVERAGES, INC.,
as Borrower
By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-Artizas
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-Artizas
Title: VP, General Counsel & Secretary
ING BANK N.V., ACTING THROUGH ITS
CURACAO BRANCH, as Bank
By:______________________________________
Name:____________________________________
Title:___________________________________
By:______________________________________
Name:____________________________________
Title:___________________________________