AMENDED AND RESTATED LOAN AGREEMENT

                              Dated as of February 8, 2005

                                      Among

                            MASTELLONE HERMANOS S.A.

                                   as Company
                                   -- -------

                                       and

                            COMPAGNIE GERVAIS DANONE

                                    as Lender
                                    -- ------

                                       and

                       LEITESOL INDUSTRIA E COMERCIO S.A.,
                            MASTELLONE SAN LUIS S.A.

                                       and

                                   PROMAS S.A.

                            as Subsidiary Guarantors
                            -- ---------- ----------








                                                  TABLE OF CONTENTS
                                                      ARTICLE I
                                          DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms................................................................................
SECTION 1.02. Computation of Time Periods..........................................................................
SECTION 1.03. Accounting Terms.....................................................................................
SECTION 1.04. Actions by Subsidiary Guarantors.....................................................................

                                                     ARTICLE II
                          THE REFINANCING - CANCELLATION OF THE NEW FLOATING RATE NOTE AND
                                              ISSUANCE OF THE CGD NOTE
SECTION 2.01. Lender's Consent.....................................................................................
SECTION 2.02. Cancellation of the Lender's New Floating Rate Note and Issuance of the CGD Note.....................
SECTION 2.03. Repayment............................................................................................
SECTION 2.04. Interest.............................................................................................
SECTION 2.05. Optional Prepayments.................................................................................
SECTION 2.06. Increased Costs......................................................................................
SECTION 2.07. Payments and Computations............................................................................
SECTION 2.08. Taxes

                                                     ARTICLE III
                      CONDITIONS TO CANCELLATION OF THE LENDER'S FLOATING RATE NOTE AND ISSUANCE OF THE CGD NOTE
SECTION 3.01. Conditions Precedent to the Restrucuturing of the Outstanding Principal Amount, the Cancellation
                of the Lender's Floating Rate Note and Issuance of the CGD Note....................................


                                                     ARTICLE IV
                                           REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Company........................................................

                                                      ARTICLE V
                                              COVENANTS OF THE COMPANY
SECTION 5.01. Covenants............................................................................................

                                                     ARTICLE VI
                                                  EVENTS OF DEFAULT
SECTION 6.01. Events of Default....................................................................................

                                                     ARTICLE VII
                                                 THE RELEVANT AGENTS
SECTION 7.01. Authorization and Action.............................................................................




                                       ii



                                                    ARTICLE VIIA
                                        GUARANTEES OF THE FLOATING RATE NOTES
SECTION 7A.01.  Guarantee..........................................................................................
SECTION 7A.02.  Execution and Delivery of Guarantee................................................................
SECTION 7A.03.  Release of a Subsidiary Guarantor..................................................................
SECTION 7A.04.  Waiver of Subrogation..............................................................................
SECTION 7A.05.  Immediate Payment..................................................................................
SECTION 7A.06.  No Set-off.........................................................................................
SECTION 7A.07.  Obligations Absolute...............................................................................
SECTION 7A.08.  Obligations Continuing.............................................................................
SECTION 7A.09.  Obligations Not Reduced............................................................................
SECTION 7A.10.  Obligations Reinstated.............................................................................
SECTION 7A.11.  Obligations Not Affected...........................................................................
SECTION 7A.12.  Waiver.............................................................................................
SECTION 7A.13.  Dealing with the Company and Others................................................................
SECTION 7A.14.  Default and Enforcement............................................................................
SECTION 7A.15.  Costs and Expenses.................................................................................
SECTION 7A.16.  No Waiver; Cumulative Remedies.....................................................................
SECTION 7A.17.  Representation and Warranty of the Subsidiary Guarantor............................................
SECTION 7A.18.  Special Waiver.....................................................................................
SECTION 7A.19.  Severability.......................................................................................
SECTION 7A.20.  Successors and Assigns.............................................................................
SECTION 7A.21.  General Limitation on Guarantee Obligations........................................................

                                                    ARTICLE VIII
                                                    MISCELLANEOUS
SECTION 8.01. Amendments, Etc......................................................................................
SECTION 8.02. Notices, Etc.........................................................................................
SECTION 8.03. No Waiver; Remedies..................................................................................
SECTION 8.04. Costs and Expenses...................................................................................
SECTION 8.05. Right of Set-off.....................................................................................
SECTION 8.06. Binding Effect.......................................................................................
SECTION 8.07. Assignments and Participations; Subsequent Lenders...................................................
SECTION 8.08. Currency Indemnity...................................................................................
SECTION 8.09. Governing Law........................................................................................
SECTION 8.10. Execution in Counterparts............................................................................
SECTION 8.11. Jurisdiction, Etc....................................................................................
SECTION 8.12. Waiver of Jury Trial.................................................................................



Exhibits
--------
Exhibit A - Form of CGD Note
Exhibit B - Form of Pledge Agreement
Exhibit C - Form of Opinion of Argentine Counsel for the Company
Exhibit D - Form of New York counsel for the Company






                       AMENDED AND RESTATED LOAN AGREEMENT

                       Dated as of February 8, 2005

MASTELLONE HERMANOS S.A., a sociedad anonima organized and existing under the
Laws of Argentina (the "COMPANY"), COMPAGNIE GERVAIS DANONE, a sociedad anonima
organized and existing under the Laws of France (the "LENDER"), LEITESOL
INDUSTRIA E COMERCIO S.A., a sociedad anonima organized and existing under the
Laws of Brazil, MASTELLONE SAN LUIS S.A., a sociedad anonima organized and
existing under the Laws of Argentina, and PROMAS S.A. a sociedad anonima
organized and existing under the Laws of Argentina (altogether the "SUBSIDIARY
GUARANTORS").

                                   WITNESSETH

(A)      WHEREAS on March 17, 2000 Alfabanque ("ALFABANQUE") entered into a
         Second Loan Agreement (the "SECOND LOAN AGREEMENT") with Mr. Pascual
         Mastellone, Mr. Victorio B. Mastellone, Mr. Jose Mastellone and
         Dallpoint Investments LLC (the "COMPANY SHAREHOLDERS"). According to
         the Second Loan Agreement, Alfabanque lent to the Company Shareholders
         the amount of US$ 25,000,000.00;

(B)      WHEREAS on September 4, 2000, Alfabanque authorized the substitution of
         the Company Shareholders as debtors under the Second Loan Agreement.
         Therefore, as from September 4, 2000, the Company has become
         Alfabanque's debtor under the Second Loan Agreement;

(C)      WHEREAS on June 28, 2002, Alfabanque and the Lender entered into an
         Assignment of the Second Loan Agreement and the Stock Pledge Agreement,
         whereby Alfabanque assigned to the Lender the Second Loan Agreement and
         all the rights conferred upon thereby;

(D)      WHEREAS in January 2002 the Company defaulted its financial debt and
         started a restructuring process;

(E)      WHEREAS on March 5, 2004 the Company launched an Offer to purchase for
         cash and to exchange its financial debt under restructuring. Such Offer
         was subsequently amended, and a final Offer was launched by the Company
         on September 16, 2004;

(F)      WHEREAS on April 1, 2004 the Lender and the Company entered into a
         Support Agreement by which the Lender tendered its debt into MHSA's
         Offer;

(G)      WHEREAS on October 22, 2004 the Company concluded its restructuring
         process and executed all the documents necessary to consummate the
         purchase for cash and the exchange of its financial debt under such
         restructuring process;

(H)      WHEREAS due to its participation in the Company's restructuring
         process, the Lender is a lender under a Loan Agreement (the "LOAN
         AGREEMENT") dated October 22, 2004, and entered into by the Company -as
         debtor- The Lenders From Time To Time Party to such Loan Agreement -as
         lenders- Banco Societe Generale S.A. -as Administrative Agent-,


                                       2

         and the Subsidiary Guarantors -as subsidiary guarantors under the Loan
         Agreement-. Accordingly, the Lender has received from the Company a New
         Floating Rate Note in the amount of US$ 29,131,433 (the "OUTSTANDING
         PRINCIPAL AMOUNT");

(I)      WHEREAS the Company and the Lender have agreed to amend and restate the
         New Floating Rate Note -and the Lender's participation in the Loan
         Agreement- in order to refinance the Outstanding Principal Amount due
         by the Company to the Lender under such New Floating Rate Note, in
         accordance with the terms and subject to the conditions set forth in
         this Amended and Restated Loan Agreement (the "AGREEMENT");

                  NOW, THEREFORE, in consideration of the premises and mutual
agreements hereinafter contained, the parties hereto agree to extend the tenor
and modify the terms of the New Floating Rate Note -and the Lender's
participation in the Loan Agreement- as follows:

                                   ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):

                  "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person (a)
         existing at the time such Person becomes a Restricted Subsidiary,
         including by designation, or (b) assumed in connection with the
         acquisition of assets. Acquired Indebtedness shall be deemed to be
         incurred on the date the acquired Person becomes a Restricted
         Subsidiary or the date of the acquisition of such assets.

                  "ADDITIONAL AMOUNTS" means additional amounts as may be
         necessary in order that the net amounts received by the Lender after
         any withholding or deduction in respect of any Taxes shall equal the
         amounts of principal and interest that would have been received in
         respect of the CGD Note in the absence of such withholding or
         deduction.

                  "AFFILIATE" means, with respect to any specified Person, (a)
         any other Person directly or indirectly controlling or controlled by or
         under direct or indirect common control with such specified Person or
         (b) any other Person that owns, directly or indirectly through one or
         more Subsidiaries, 10% or more of any class of such specified Person's
         Capital Stock or (c) any executive officer or director of any such
         specified Person or, with respect to any such 10% stockholder that is a
         natural Person, any spouse, sibling or child (natural or adopted) of
         such natural Person. For the purposes of this definition, "CONTROL",
         when used with respect to any specified Person, means the power to vote
         10% or more of any class of voting securities of such Person or to
         direct the management and policies of such Person, directly or
         indirectly, whether through the ownership of voting securities, by
         contract or otherwise; and the terms "CONTROLLING" and "CONTROLLED"
         have meanings correlative to the foregoing.

                  "AGREEMENT" shall mean this Amended and Restated Loan
         Agreement.


                                       3

                  "ALFABANQUE" shall have the meaning provided for in the
         recitals of this Agreement.

                  "ARGENTINE BANKRUPTCY LAW" means Argentine Law No. 24,422, as
         amended.

                  "ARGENTINE GOVERNMENT" means the Government of Argentina.

                  "ASSET SALE" means any sale, issuance, conveyance, transfer,
         lease or other disposition (including, without limitation, by way of
         merger, consolidation or sale and leaseback transaction) (collectively,
         a "TRANSFER"), directly or indirectly, in one or a series of related
         transactions, of (a) any Capital Stock of any Restricted Subsidiary;
         (b) all or substantially all of the properties and assets of any
         division or line of business of the Company or any Restricted
         Subsidiary; or (c) any other properties or assets of the Company or any
         Restricted Subsidiary, other than in the ordinary course of business.
         For the purposes of this definition, the term "Asset Sale" shall not
         include any transfer of properties or assets (i) that is governed by
         Section 5.01(Q), (ii) between or among the Company or any wholly owned
         Restricted Subsidiaries in accordance with the terms of this Agreement,
         (iii) having a Fair Market Value of not more than US$1.0 million (or,
         to the extent non-US dollar denominated, the US Dollar Equivalent of
         such amount) in any given fiscal year, (iv) by the Company or any
         Restricted Subsidiary of damaged, worn out or other obsolete property
         or assets in the ordinary course of business, (v) any transfer
         constituting a Restricted Payment that is permitted to be made, and is
         made, under paragraph (a) of Section 5.01(K) hereof, (vi) that is
         permitted to be made, and is made, pursuant to the definition of
         "Permitted Investments", and (vii) consisting of Receivables and
         Related Assets or a fractional undivided interest therein sold by the
         Company or any Restricted Subsidiary pursuant to any Permitted
         Receivables Financing.

                  "ATTRIBUTABLE VALUE" means, with respect to any lease at the
         time of determination, the present value (discounted at the interest
         rate implicit in the lease or, if not known, at the Company's
         incremental borrowing rate) of the obligations of the lessee of the
         property subject to such lease for rental payments during the remaining
         term of the lease included in such transaction, including any period
         for which such lease has been extended or may, at the option of the
         lessor, be extended, or until the earliest date on which the lessee may
         terminate such lease without penalty or upon payment of penalty (in
         which case the rental payments shall include such penalty), after
         excluding from such rental payments all amounts required to be paid on
         account of maintenance and repairs, insurance, taxes, assessments,
         water, utilities and similar charges.

                  "AUTHORIZED OFFICER" means any member of the Supervisory
         Committee of the Company, any Director of the Company and any employee
         of the Company as may be duly authorized to take actions under this
         Agreement.

                  "AVERAGE LIFE" means, as of the date of determination with
         respect to any Indebtedness, the quotient obtained by dividing (a) the
         sum of the products of (i) the number of years from the date of
         determination to the date or dates of each successive scheduled
         principal payment (including, without limitation, any sinking fund




                                       4

         requirements) of such Indebtedness multiplied by (ii) the amount of
         each such principal payment by (b) the sum of all such principal
         payments.

                  "BASE" means the Buenos Aires Stock Exchange.

                  "BOARD OF DIRECTORS" means either the board of directors of
         the Company or any duly authorized committee of that board.

                  "BOARD RESOLUTION" means a copy of a resolution certified by a
         Notary Public, along with a certificate of any Director, the President,
         any Vice President, the Chief Financial Officer or the Finance Manager
         of the Company that the Board Resolution has been duly adopted by the
         Board of Directors and that is in full force and effect on the date of
         such certification, and delivered to the Lender.

                  "BUSINESS DAY" means a day of the year on which banks are not
         required or authorized by law to close in New York City.

                  "CAPITAL EXPENDITURES" shall mean, without duplication, all
         expenditures or commitments made, directly or indirectly (by way of
         acquisitions of securities of a Person or the expenditures of cash, the
         transfer of property or the incurrence of Indebtedness), by the Company
         or any Restricted Subsidiary, for equipment, fixed assets, real
         property or improvements, or for replacements or substitutions therefor
         or additions thereto, that have been or should be, in accordance with
         GAAP, reflected as additions to property, plant or equipment on a
         consolidated balance sheet of the Company and the Restricted
         Subsidiaries.

                  "CAPITAL STOCK" means, with respect to any Person, any and all
         shares, interests, partnership interests, participations, rights in or
         other equivalents (however designated) of such Person's capital stock,
         and any rights (other than debt securities convertible into capital
         stock), warrants or options exchangeable for or convertible into such
         capital stock, whether now outstanding or issued after the Original
         Issue Date.

                  "CAPITALIZED LEASE OBLIGATION" means any obligation of any
         Person under a lease of (or other agreement conveying the right to use)
         any property (whether real, personal or mixed) that is required to be
         classified and accounted for as a capital lease obligation under GAAP,
         and, for the purpose of this Agreement, the amount of such obligation
         at any date shall be the capitalized amount thereof at such date,
         determined in accordance with GAAP.

                  "CASH EQUIVALENTS" means (a) any evidence of Indebtedness with
         a maturity of 270 days or less issued or directly and fully guaranteed
         or insured by the United States of America or Argentina or any agency
         or instrumentality thereof (provided that the full faith and credit of
         the United States of America or Argentina, as the case may be, is
         pledged in support thereof), (b) certificates of deposit, Eurodollar
         time deposits and bankers' acceptances with a maturity of 270 days or
         less and overnight bank deposits of any financial institution
         (including any branch thereof) that is organized or regulated under the
         laws of the United States of America or any state thereof, Brazil,
         Switzerland



                                       5

         or Argentina and which bank or trust company has capital, surplus and
         undivided profits aggregating in excess of US$300 million (or, to the
         extent non-US Dollar denominated, the US Dollar Equivalent of such
         amount), or US$100 million (or, to the extent non-US Dollar
         denominated, the US Dollar Equivalent of such amount), in the case of
         any bank or trust company organized or regulated under the laws of
         Argentina and has outstanding debt which is rated "A" (or such similar
         equivalent rating) or higher by at least one nationally recognized
         statistical rating organization (as defined in Rule 436 under the
         Securities Act) or (in the case of Argentina) an Argentine affiliate
         thereof or (c) commercial paper with a maturity of 270 days or less
         issued by a corporation that is not an Affiliate of the Company and is
         organized under the laws of any state of the United States or the
         District of Columbia and rated at least A-1 by S&P or at least P-1 by
         Moody's.

                  "CASH TENDER OFFER" means the cash tender offer referred to in
         the Offering Memorandum.

                  "CGD NOTE" means the Company's Collateralized Senior Fixed
         Rate Note due 2014, which will be issued pursuant to Section 2.02 of
         this Agreement, in substantially the form of Exhibit A hereto.

                  "CHANGE OF CONTROL" means the occurrence of any of the
         following events: (a) prior to the first Qualified Equity Offering,
         Permitted Holders beneficially own (as defined below) less than,
         directly or indirectly, 51% of the total voting power of all classes of
         outstanding Voting Stock of the Company; (b) after a Qualified Equity
         Offering, any "person" or "group" (as such terms are used in Sections
         13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is
         or becomes the beneficial owner of more than 35% of the total voting
         power of all classes of outstanding Voting Stock of the Company, unless
         the Permitted Holders are the beneficial owners of more than 51% of the
         total voting power of all outstanding Voting Stock of the Company; (c)
         after a Qualified Equity Offering, the Company consolidates with, or
         merges with or into, another Person or conveys, transfers, leases or
         otherwise disposes of all or substantially all of its assets to any
         Person, or any Person consolidates with, or merges with or into, the
         Company, in any such event pursuant to a transaction in which the
         outstanding Voting Stock of the Company is converted into or exchanged
         for cash, securities or other property, other than any such transaction
         (i) where the outstanding Voting Stock of the Company is converted or
         exchanged only to the extent necessary to reflect a change in the
         jurisdiction of incorporation of the Company or is converted into or
         exchanged for (A) Voting Stock (not including Redeemable Capital Stock)
         of the Surviving Entity or (B) cash, securities and other property
         (other than Voting Stock of the Surviving Entity) in an amount that
         could be paid by the Company, on a pro forma basis, as a Restricted
         Payment as described under Section 5.01(K) hereof and (ii) immediately
         after such transaction, no "person" or "group" (as such terms are used
         in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted
         Holders, is the beneficial owner of more than 35% of the total voting
         power of all classes of outstanding Voting Stock of the Surviving
         Entity, unless the Permitted Holders are the beneficial owners of more
         than 51% of the total voting power of all outstanding Voting Stock of
         the Surviving Entity; (d) a majority of the elected Board of Directors
         of the Company has been nominated by any "person" or



                                       6

         "group" (as such terms are used in Sections 13(d) and 14(d) of the
         Exchange Act), other than Permitted Holders or a depositary or
         custodian for any depositary receipts in respect of Voting Stock of the
         Company (provided that such depositary or custodian is not acting at
         the direction of any such "person" or "group" other than one or more
         Permitted Holders); or (e) the Company is liquidated or dissolved or
         adopts a plan of liquidation or dissolution. For purposes of this
         definition, the term "beneficial ownership" shall have the meaning
         assigned under Rules 13d-3 and 13d-5 under the Exchange Act, except
         that a Person shall be deemed to have "beneficial ownership" of all
         securities that such Person has the right to acquire, whether such
         right is exercisable immediately or only after the passage of time.

                  "CLOSING DATE" has the meaning specified in Section 2.02.

                  "CNV" means Comision Nacional de Valores, the Argentine
         National Securities Commission.

                  "COLLATERAL AGENT" means Banco Rio de la Plata S.A., in its
         capacity as collateral agent under the Pledge Agreement, and any
         successor thereto in such capacity.

                  "COMPANY" shall mean Mastellone Hermanos S.A., a sociedad
         anonima, organized and existing under the Laws of Argentina.

                  "COMPANY SHAREHOLDERS" shall have the meaning provided for in
         the recitals of this Agreement.

                  "CONSOLIDATED AMORTIZATION EXPENSE" of any Person for any
         period means the amortization expense of the Company and its Restricted
         Subsidiaries for such period (to the extent included in the computation
         of Consolidated Net Income of the Company), determined on a
         consolidated basis in accordance with GAAP.

                  "CONSOLIDATED DEPRECIATION EXPENSE" of any Person for any
         period means the depreciation expense of the Company and its Restricted
         Subsidiaries for such period (to the extent included in the computation
         of Consolidated Net Income of the Company), determined on a
         consolidated basis in accordance with GAAP.

                  "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, with respect
         to any determination date, the ratio of (i) EBITDA for four full fiscal
         quarters immediately preceding the determination date, to (ii) the
         aggregate Fixed Charges for such four fiscal quarters. In making such
         computations:

                           (i) EBITDA and Fixed Charges shall be calculated on a
                  pro forma basis assuming that (A) the Indebtedness to be
                  incurred or the Redeemable Capital Stock to be issued (and all
                  other Indebtedness incurred or Redeemable Capital Stock issued
                  since the first day of such period of four full fiscal
                  quarters referred to in Section 5.01(J) hereof through and
                  including the date of determination), and (if applicable) the
                  application of the net proceeds therefrom (and from any other
                  such Indebtedness or Redeemable Capital Stock), including





                                       7

                  the refinancing of other Indebtedness, had been incurred on
                  the first day of such four quarter period and, in the case of
                  Acquired Indebtedness, on the assumption that the related
                  transaction (whether by means of purchase, merger or
                  otherwise) also had occurred on such date with the appropriate
                  adjustments with respect to such acquisition being included in
                  such pro forma calculation and (B) any acquisition or
                  disposition by the Company or any Restricted Subsidiary of any
                  properties or assets outside the ordinary course of business
                  or any repayment of any principal amount of any Indebtedness
                  of the Company or any Restricted Subsidiary prior to the
                  stated maturity thereof, in either case since the first day of
                  such period of four full fiscal quarters through and including
                  the date of determination, had been consummated on such first
                  day of such four quarter period;

                           (ii) the Fixed Charges attributable to interest on
                  any Indebtedness required to be computed on a pro forma basis
                  in accordance with paragraph (a) of Section 5.01(J) hereof and
                  (A) bearing a floating interest rate shall be computed as if
                  the rate in effect on the date of computation had been the
                  applicable rate for the entire period and (B) which was not
                  outstanding during the period for which the computation is
                  being made but which bears, at the option of the Company, a
                  fixed or floating rate of interest, shall be computed by
                  applying, at the option of the Company, either the fixed or
                  floating rate;

                           (iii) the Fixed Charges attributable to interest on
                  any Indebtedness under a revolving credit facility required to
                  be computed on a pro forma basis in accordance with paragraph
                  (a) under Section 5.01(J) hereof shall be computed based upon
                  the average daily balance of such Indebtedness during the
                  applicable period, provided that such average daily balance
                  shall be reduced by the amount of any repayment of
                  Indebtedness under a revolving credit facility during the
                  applicable period, which repayment permanently reduced the
                  commitments or amounts available to be reborrowed under such
                  facility;

                           (iv) notwithstanding the foregoing clauses (ii) and
                  (iii), interest on Indebtedness determined on a fluctuating
                  basis, to the extent such interest is covered by agreements
                  relating to Hedging Obligations, shall be deemed to have
                  accrued at the rate per annum resulting after giving effect to
                  the operation of such agreements; and

                           (v) if after the first day of the applicable
                  four-quarter period the Company has permanently retired any
                  Indebtedness out of the net proceeds of the issuance and sale
                  of shares of Capital Stock (other than Redeemable Capital
                  Stock) of the Company within 30 days of such issuance and
                  sale, Fixed Charges shall be calculated on a pro forma basis
                  as if such Indebtedness had been retired on the first day of
                  such period.

                  "CONSOLIDATED INCOME TAX EXPENSE" means, for any Person for
         any period, the provision for taxes based on income and profits of the
         Company and its Restricted




                                       8

         Subsidiaries to the extent such income or profits were included in
         computing Consolidated Net Income of the Company for such period.

                  "CONSOLIDATED INDEBTEDNESS RATIO" means, as at any date of
         determination, the ratio of the principal amount of Net Indebtedness of
         the Company and its Restricted Subsidiaries as of such date, determined
         on a consolidated basis for the Company and its Restricted Subsidiaries
         in accordance with GAAP, to EBITDA with respect to the four most
         recently completed fiscal quarters of the Company through such date.

                  "CONSOLIDATED INTEREST EXPENSE" means, without duplication,
         for any period, the sum of the interest expense on all Indebtedness of
         the Company and its Restricted Subsidiaries for such period, determined
         on a consolidated basis in accordance with GAAP and including, without
         limitation (i) imputed interest on Capitalized Lease Obligations and
         Attributable Value, (ii) commissions, discounts and other fees and
         charges owed with respect to letters of credit securing financial
         obligations and bankers' acceptance financing, (iii) the net costs
         associated with Hedging Obligations, (iv) amortization of other
         financing fees and expenses, (v) the interest portion of any deferred
         payment obligations, (vi) amortization of debt discount or premium, if
         any, (vii) all other non-cash interest expense, (viii) capitalized
         interest and (ix) any interest payable with respect to discontinued
         operations but excluding interest expense representing the amortization
         of the gain realized to the Company from the refinancing of the
         Existing Notes and the Existing Bank Debt, which refinancing is
         effected by the issuance of Senior Notes or Floating Rate Debt.

                  "CONSOLIDATED NET INCOME" for any period means the net income
         (or loss) of the Company and its Restricted Subsidiaries for such
         period determined on a consolidated basis in accordance with GAAP;
         provided that there shall be excluded from such net income (to the
         extent otherwise included therein), without duplication: (i) the net
         income (or loss) of any Person (other than a Restricted Subsidiary of
         the Company) in which any Person other than the Company has an
         ownership interest, except to the extent that any such income has
         actually been received by the Company or any of its Restricted
         Subsidiaries in the form of cash dividends during such period; (ii)
         except to the extent includible in the consolidated net income of the
         Company pursuant to the foregoing clause (i), the net income (or loss)
         of any Person that accrued prior to the date that (a) such Person
         becomes a Restricted Subsidiary of the Company or is merged into or
         consolidated with the Company or any of its Restricted Subsidiaries or
         (b) the assets of such Person are acquired by the Company or any of its
         Restricted Subsidiaries; (iii) the net income of any Restricted
         Subsidiary of the Company during such period to the extent that the
         declaration or payment of dividends or similar distributions by such
         Restricted Subsidiary of that income (a) is not permitted by operation
         of the terms of its charter or any agreement, instrument, judgment,
         decree, order, statute, rule or governmental regulation applicable to
         that Restricted Subsidiary during such period (except to the extent
         that (x) such net income could be paid to the Company or a Restricted
         Subsidiary thereof by loans, advances, intercompany transfers,
         principal repayments or otherwise and (y) the Company would not be
         under any obligation to repay, return, transfer or invest any such
         amount so paid to or in that Restricted Subsidiary at any time prior to
         one year after the Stated Maturity of the principal of the CGD Note) or
         (b) would be subject




                                       9

         to any taxes payable on such dividend or distribution; (iv) any gain
         (but not loss), together with any related provisions for taxes on any
         such gain, realized during such period by the Company or any of its
         Restricted Subsidiaries upon (a) the acquisition of any securities, or
         the extinguishment of any Indebtedness, of the Company or any of its
         Restricted Subsidiaries or (b) any Asset Sale by the Company or any of
         its Restricted Subsidiaries; (v) any extraordinary gain (but not
         extraordinary loss), together with any related provision for taxes on
         any such extraordinary gain, realized by the Company or any of its
         Restricted Subsidiaries during such period; and (vi) in the case of a
         successor to such Person by consolidation, merger or transfer of its
         assets, any earnings of the successor prior to such merger,
         consolidation or transfer of assets; and provided further that (A) any
         gain referred to in clauses (iv) and (v) above that relates to a
         Restricted Investment and which is received in cash by the Company or
         one of its Restricted Subsidiaries during such period shall be included
         in the Consolidated Net Income and (B) any cash gain referred to in
         clause (iv) above shall, for purposes only of calculating the amount of
         Restricted Payment that may be made pursuant to Section
         5.01(K)(a)(v)(A), be included in calculating Consolidated Net Income.

                  "CONSOLIDATED NET WORTH" means, as of any date of
         determination, the sum of (i) the consolidated equity of the common
         stockholders of the Company and its Restricted Subsidiaries as set
         forth on the most recently available quarterly or annual consolidated
         balance sheet of the Company and its Restricted Subsidiaries plus (ii)
         the respective amounts reported on such consolidated balance sheet with
         respect to any series of preferred stock (other than Redeemable Stock)
         that by its terms is not entitled to the payment of dividends unless
         such dividends may be declared and paid only out of net earnings in
         respect of the year of such declaration and payment, but only to the
         extent of any cash received by the Company and its Restricted
         Subsidiaries upon issuance of such preferred stock, less all write-ups
         (other than write-ups resulting from foreign currency translations and
         write-ups of tangible assets of a going concern business made within 12
         months after the acquisition of such business) subsequent to the date
         of the Indenture in the book value of any asset owned by the Company or
         a Restricted Subsidiary, each item determined in conformity with GAAP.

                  "CONSOLIDATED TANGIBLE ASSETS" as of any date of determination
         means the total assets of the Company and its Restricted Subsidiaries
         (excluding any assets that would be classified as "intangible assets"
         under GAAP) on a consolidated basis as set forth on the most recently
         available quarterly or annual consolidated balance sheet of the Company
         and its Restricted Subsidiaries, less all write-ups subsequent to the
         Original Issue Date in the book value of any asset owned by the Company
         or any of its Restricted Subsidiaries each item determined in
         conformity with GAAP.

                  "CORPORATION" includes corporations, associations, companies
         and business trusts.

                  "CURRENCY AGREEMENTS" means any spot or forward foreign
         exchange agreements and currency swap, currency option or other similar
         financial agreements or arrangements entered into by the Company or any
         of its Restricted Subsidiaries in the




                                       10

         ordinary course of business and designed to protect against or manage
         exposure to fluctuations in foreign currency exchange rates.

                  "DALLPOINT" means Dallpoint Investments LLC, a Delaware
         limited liability company.

                  "DANONE" means Danone Argentina S.A., a sociedad anonima duly
         organized and existing under the laws of the Republic of Argentina.

                  "DEFAULT" means any event that is, or after notice or passage
         of time or both would be, an Event of Default.

                  "DEFAULTED INTEREST" has the meaning specified in Section
         2.04.

                  "DISINTERESTED DIRECTOR" means, with respect to any
         transaction or series of transactions in respect of which the Board of
         Directors is required to deliver a resolution of the Board of Directors
         under this Agreement, a member of the Board of Directors who does not
         have any material direct or indirect financial interest in or with
         respect to such transaction or series of transactions.

                  "DISTRIBUTION AGREEMENT" means the distribution agreement
         entered into by and between the Company and Logistica La Serenisima
         S.A. ("LLSSA") on February 8, 2005.

                  "EBITDA" means, for any period, without duplication, the sum
         of the amounts for such period of (i) Consolidated Net Income, (ii)
         Consolidated Income Tax Expense, (iii) Consolidated Amortization
         Expense (but only to the extent not included in Fixed Charges), (iv)
         Consolidated Depreciation Expense, (v) Fixed Charges and (vi) all other
         non-cash items reducing Consolidated Net Income and minus non-cash
         items increasing Consolidated Net Income (including exchange
         differences, holding results, results from exposure to inflation and
         extraordinary results and excluding any such non-cash charge that
         results in an accrual of a reserve for cash charges in any future
         period and non-cash credits resulting from changes in prepaid assets or
         accrued liabilities in the ordinary course of business) of the Company
         and its Restricted Subsidiaries, in each case determined on a
         consolidated basis in accordance with GAAP (provided, however, that the
         amounts set forth in clauses (ii) through (vi) shall be included
         without duplication and only to the extent such amounts actually
         reduced (or increased) Consolidated Net Income).

                  "EUROS" means euros of the European Union.

                  "EVENT OF DEFAULT" has the meaning specified in Section 6.01.

                  "EXCESS PROCEEDS OFFER" has the meaning set forth in Section
         5.01(Q).

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
         amended.

                  "EXCHANGE OFFER" means the exchange offer referred to in the
         Offering Memorandum.


                                       11

                  "EXEMPTED AFFILIATE TRANSACTION" means (i) transactions with
         any Person that is an Affiliate of the Company or any Restricted
         Subsidiary solely as the result of the Company's or such Restricted
         Subsidiary's Investment in such Person, (ii) reasonable and customary
         regular compensation and fees to directors of the Company or any such
         Restricted Subsidiary who are not employees of the Company or any such
         Restricted Subsidiary, (iii) payments of salary, bonus and other
         ordinary compensation in the ordinary course of business, to Affiliates
         of the Company that are employees provided that such payments shall not
         exceed US$2,000,000 (or the US Dollar Equivalent of such amount in
         other currencies) in the aggregate in any fiscal year and (iv) any
         distribution to stockholders, as stockholders, permitted by Section
         5.01(K).

                  "EXISTING BANK DEBT" means each item of Indebtedness described
         on Schedule II of the Loan Agreement.

                  "EXISTING NOTES" means the Company's 11 3/4% Senior Notes due
         2008.

                  "FAIR MARKET VALUE" means, with respect to any security, asset
         or property, the sale value that would be obtained in an arm's-length
         transaction between an informed and willing seller under no compulsion
         to sell and an informed and willing buyer under no compulsion to buy.
         Fair Market Value shall be determined by the Board of Directors of the
         relevant Person acting in good faith, whose determination shall be
         conclusive and shall be evidenced by a Board Resolution.

                  "FEDERAL BANKRUPTCY CODE" means the Bankruptcy Act of Title 11
         of the United States Code, as amended from time to time.

                  "FIXED CHARGES" means, for any period, the sum of (a)
         Consolidated Interest Expense for such period, (b) all cash paid by the
         Company during such period in respect of interest on any Indebtedness
         of any other Person guaranteed by the Company or any of its Restricted
         Subsidiaries, and (c) all cash dividend payments (and non-cash dividend
         payments in the case of any Restricted Subsidiary) on any series of
         preferred stock of the Company or a Restricted Subsidiary, in each
         case, on a consolidated basis and in accordance with GAAP.

                  "FLOATING RATE DEBT" means the New Floating Rate Debt.

                  "FLOATING RATE DEBT EXCESS PROCEEDS AMOUNT" has the meaning
         specified in Section 5.01(Q).

                  "FLOATING RATE NOTES" means the New Floating Rate Notes.

                  "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" means
         generally accepted accounting principles in Argentina, consistently
         applied, that are in effect from time to time. If any financial term is
         not addressed or identified under GAAP, such term will be interpreted
         in accordance with U.S. generally accepted accounting principles in
         effect at the time.



                                       12

                  "GLOBAL BONDS" means any series of the "Bonos Externos
         Globales de la Republica Argentina en Dolares Estadounidenses" issued
         by the Republic of Argentina or any other securities issued in
         connection with the restructuring of such bonds.

                  "GOVERNMENTAL AGENCY" means any public legal entity or public
         agency of Argentina or the United States, whether created by federal,
         state or local government, or any other legal entity now existing or
         hereafter created, or now or hereafter owned or controlled, directly or
         indirectly, by any public legal entity or public agency of Argentina or
         the United States.

                  "GUARANTEE" means, as applied to any obligation, (a) a
         guarantee (other than by endorsement of negotiable instruments for
         collection in the ordinary course of business), direct or indirect, in
         any manner, of any part or all of such obligation and (b) an agreement,
         direct or indirect, contingent or otherwise, the practical effect of
         which is to assure in any way the payment or performance (or payment of
         damages in the event of non-performance) of all or any part of such
         obligation, including, without limiting the foregoing, the payment of
         amounts drawn down under letters of credit. When used as a verb,
         "guarantee" shall have a corresponding meaning.

                  "GUARANTEED DEBT" of any Person means, without duplication,
         all Indebtedness of any other Person referred to in the definition of
         Indebtedness guaranteed directly or indirectly in any manner by such
         Person, or in effect guaranteed directly or indirectly by such Person
         through an agreement (i) to pay or purchase such Indebtedness or to
         advance or supply funds for the payment or purchase of such
         Indebtedness, (ii) to purchase, sell or lease (as lessee or lessor)
         property, or to purchase or sell services, primarily for the purpose of
         enabling the debtor to make payment of such Indebtedness or to assure
         the holder of such Indebtedness against loss, (iii) to supply funds to,
         or in any other manner invest in, the debtor (including any agreement
         to pay for property or services to be acquired by such debtor
         irrespective of whether such property is received or such services are
         rendered), (iv) to maintain working capital or equity capital of the
         debtor, or otherwise to maintain the net worth, solvency or other
         financial condition of the debtor or (v) otherwise to assure a creditor
         against loss; provided that the term "GUARANTEE" shall not include
         endorsements for collection or deposit, in either case in the ordinary
         course of business, or any obligation or liability of such Person in
         respect of leasehold interests assigned by such Person to any other
         Person.

                  "GUARANTEED OBLIGATIONS" means the obligations required by
         Section 7A.01 to be guaranteed by a Subsidiary Guarantor.

                  "GUARANTEED PARTIES" means all the persons who are now or who
         hereafter become Lenders.

                  "HEDGING OBLIGATIONS" of any Person means the obligations of
         such person pursuant to any Interest Rate Agreement or Currency
         Agreement.

                  "INDEBTEDNESS" means, with respect to any Person, without
         duplication, (a) all liabilities of such Person for borrowed money
         (including overdrafts) or for the deferred




                                       13

         purchase price of property or services, (b) all obligations of such
         Person evidenced by bonds, notes, debentures or other similar
         instruments, (c) all indebtedness of such Person created or arising
         under any conditional sale or other title retention agreement with
         respect to property acquired by such Person (even if the rights and
         remedies of the seller or lender under such agreement in the event of
         default are limited to repossession or sale of such property), but
         excluding trade payables arising in the ordinary course of business,
         (d) all Capitalized Lease Obligations of such Person, (e) all
         obligations of such Person under or in respect of Interest Rate
         Agreements or Currency Agreements, (f) all Indebtedness referred to in
         (but not excluded from) the preceding clauses of other Persons and all
         dividends of other Persons, the payment of which is secured by (or for
         which the holder of such Indebtedness has an existing right, contingent
         or otherwise, to be secured by) any Lien upon or with respect to
         property (including, without limitation, accounts and contract rights)
         owned by such Person, even though such Person has not assumed or become
         liable for the payment of such Indebtedness (the amount of such
         obligation being deemed to be the lesser of the value of such property
         or asset or the amount of the obligation so secured), (g) all
         Guaranteed Debt of such Person, and (h) all Redeemable Capital Stock of
         such Person valued at the greater of its voluntary or involuntary
         maximum fixed repurchase price plus accrued and unpaid dividends. For
         purposes hereof, the "MAXIMUM FIXED REPURCHASE PRICE" of any Redeemable
         Capital Stock which does not have a fixed repurchase price shall be
         calculated in accordance with the terms of such Redeemable Capital
         Stock as if such Redeemable Capital Stock were purchased on any date on
         which Indebtedness shall be required to be determined pursuant to this
         Agreement, and if such price is based upon, or measured by, the Fair
         Market Value of such Redeemable Capital Stock, such fair market value
         shall be determined in good faith by the board of directors of the
         issuer of such Redeemable Capital Stock. Indebtedness shall exclude any
         liability for taxes and any accounts payable and other indebtedness and
         obligations incurred in the ordinary course of business in connection
         with the acquisition of goods and services but shall include, without
         limitation, all obligations, contingent or otherwise, of such Person in
         connection with any letters of credit and acceptances issued under
         letter of credit facilities, acceptance facilities or other similar
         facilities (other than obligations with respect to trade letters of
         credit, acceptances or the like securing obligations entered into in
         the ordinary course of business of such Person for the import of
         equipment used in the business of such Person or inventory for sale to
         customers to the extent such letters of credit, acceptances or the like
         are not drawn upon or, if and to the extent drawn upon, such drawing is
         reimbursed to the lender no later than the third Business Day following
         receipt by such Person of a demand for reimbursement following payment
         on the letter of credit, acceptance or the like by such lender).

                  "INDEMNIFIED COSTS" has the meaning specified in Section 7.05.

                  "INDEMNIFIED PARTY" has the meaning specified in Section
         8.04(b).

                  "INDENTURE" means the Indenture dated as of October 22, 2004
         between the Company, The Bank of New York, as trustee, and others under
         which the Senior Notes have been issued.



                                       14

                  "INTEREST PAYMENT DATE" means the last day of each Interest
         Period commencing on or after the Original Issue Date.

                  "INTEREST PERIOD" means each of the period commencing on July
         31, 2004 and ending on the next to occur of June 30 and December 31
         after the Original Issue Date and, thereafter, each subsequent period
         commencing on the last day of the immediately preceding Interest Period
         and ending on the next to occur of June 30 and December 31; provided,
         however, that whenever the last day of any Interest Period would
         otherwise occur on a day other than a Business Day, the last day of
         such Interest Period shall be extended to occur on the next succeeding
         Business Day, provided, however, that, if such extension would cause
         the last day of such Interest Period to occur in the next following
         calendar month, the last day of such Interest Period shall occur on the
         next preceding Business Day.

                  "INTEREST RATE AGREEMENTS" means any interest rate protection
         agreements and other types of interest rate hedging agreements
         (including, without limitation, interest rate swaps, caps, floors,
         collars and similar agreements) designed to protect against or manage
         exposure to fluctuations in interest rates.

                  "INVESTMENT" means, with respect to any Person, any direct or
         indirect advance, loan or other extension of credit (including by way
         of guarantee) or capital contribution to (by means of any transfer of
         cash or other property to others or any payment for property or
         services for the account or use of others), or any purchase,
         acquisition or ownership by such Person of any Capital Stock, bonds,
         debentures or other securities or evidences of Indebtedness issued or
         owned by, any other Person and all other items that would be classified
         as investments on a balance sheet prepared in accordance with GAAP. In
         addition, the Fair Market Value of the net assets of any Restricted
         Subsidiary at the time that such Restricted Subsidiary is designated an
         Unrestricted Subsidiary shall be deemed to be an "INVESTMENT" made by
         the Company in such Unrestricted Subsidiary at such time. "INVESTMENTS"
         shall exclude extensions of trade credit on commercially reasonable
         terms in accordance with normal trade practices and guarantees of
         Indebtedness that are permitted under Section 5.01(J) hereof.

                  "LAW" means any constitution, treaty, convention, statute,
         law, code, ordinance, decree, order, determination, rule, regulation,
         guideline, interpretation, direction, policy or request, or judicial or
         arbitral decision, judgment or award.

                  "LENDER" has the meaning specified in the introductory
         paragraph hereof.

                  "LENDING OFFICE" means, with respect to the Lender, the
         specified as its "Lending Office" opposite its name on Schedule I
         hereto, as supplemented from time to time, or in the notification of
         assignment, or such other office of such Lender as such Lender may from
         time to time specify to the Company.

                  "LIEN" means any mortgage, charge, pledge, lien (statutory or
         otherwise), privilege, security interest, hypothecation, assignment for
         security, claim, or preference or priority or other encumbrance upon or
         with respect to any property of any kind, real or




                                       15


         personal, movable or immovable, now owned or hereafter acquired. A
         Person shall be deemed to own subject to a Lien any property which such
         Person has acquired or holds subject to the interest of a vendor or
         lessor under any conditional sale agreement, capital lease or other
         title retention agreement.

                  "LOAN AGREEMENT" has the meaning specified in the recitals of
         this Agreement.

                  "MATURITY" means, with respect to the CGD Note, the date on
         which the principal of such CGD Note becomes due and payable as therein
         provided or as provided in this Agreement, whether at the Stated
         Maturity with respect to such principal or by declaration of
         acceleration, call for redemption or purchase or otherwise (including
         pursuant to a Change of Control Offer or an Excess Proceeds Offer).

                   "MOODY'S" means Moody's Investors Service Inc. and its
         successors.

                  "NET CASH PROCEEDS" means, with respect to any Asset Sale, the
         proceeds thereof in the form of cash or Cash Equivalents including
         payments in respect of deferred payment obligations when received in
         the form of, or stock or other assets when disposed of for, cash or
         Cash Equivalents (except to the extent that such obligations are
         financed or sold with recourse to the Company or any Restricted
         Subsidiary), net of (i) brokerage commissions and other fees and
         expenses (including fees and expenses of legal counsel and investment
         banks) related to such Asset Sale, (ii) provisions for all taxes
         payable as a result of such Asset Sale, (iii) payments made to retire
         Indebtedness where payment of such Indebtedness is secured by the
         assets or properties the subject of such Asset Sale, (iv) amounts
         required to be paid to any Person (other than the Company or any
         Restricted Subsidiary) owning a beneficial interest in the assets
         subject to the Asset Sale and (v) appropriate amounts to be provided by
         the Company or any Restricted Subsidiary, as the case may be, as a
         reserve, whether or not required by GAAP, against any liabilities
         associated with such Asset Sale and retained by the Company or any
         Restricted Subsidiary, as the case may be, after such Asset Sale,
         including, without limitation, pension and other post-employment
         benefit liabilities, liabilities related to environmental matters and
         liabilities under any indemnification obligations associated with such
         Asset Sale, all as reflected in an Officers' Certificate delivered to
         the Lender.

                  "NET EQUITY PROCEEDS" means, with respect to any sale of
         Qualified Capital Stock by the Company or any sale of Qualified Capital
         Stock by any Restricted Subsidiary to parties other than the Company
         and the Restricted Subsidiaries, the aggregate net proceeds received in
         cash, after the payment of expenses, commissions and the like incurred
         in connection therewith. If Redeemable Capital Stock or Indebtedness is
         converted into Qualified Capital Stock, the amount so converted shall
         be deemed to be Net Equity Proceeds received at the time of conversion.

                  "NET INDEBTEDNESS" means, at any date of determination, the
         excess, if any, of the amount of Indebtedness of the Company at such
         date over the amount of cash and Cash Equivalents of the Company at
         such date, all as determined on a consolidated basis for the Company
         and its Restricted Subsidiaries in accordance with GAAP.



                                       16

                  "NEW FLOATING RATE DEBT" means the Company's Collateralized
         Senior Floating Rate Debt due 2011 which is outstanding under the Loan
         Agreement.

                  "NEW FLOATING RATE NOTE" means the Company's Collateralized
         Senior Floating Rate Amortizing Notes due 2011 which were issued
         pursuant to the terms and conditions of the Loan Agreement to evidence
         the New Floating Rate Debt.

                  "NEW OUTSTANDING PRINCIPAL AMOUNT" has the meaning provided
         for under Section 2.01 (a) of this Agreement.

                  "NON-PARTICIPATING EXISTING NOTES" means Existing Notes which
         were not accepted by the Company in the Cash Tender Offer or the
         Exchange Offer.

                  "NON-RECOURSE DEBT" means Indebtedness as to which neither the
         Company nor any of its Restricted Subsidiaries (other than the
         Securitization Subsidiary) (a) provides direct credit support
         (including any undertaking, agreement or instrument that would
         constitute Indebtedness), or (b) is directly or indirectly liable (as a
         guarantor or otherwise) (other than the Securitization Subsidiary).

                  "NON-RECOURSE PURCHASE MONEY INDEBTEDNESS" means Purchase
         Money Indebtedness to the extent that such Indebtedness is non-recourse
         to the Company or any of its Restricted Subsidiaries or any of their
         respective assets other than the assets financed with the proceeds
         thereof.

                  "OFFERING MEMORANDUM" means the Company's Offering Memorandum
         and Proxy Solicitation Statement dated March 5, 2004, as modified and
         supplemented from time to time through the Original Issue Date.

                  "OFFICERS' CERTIFICATE" means a certificate signed by two
         Authorized Officers of the Company and delivered to the Lender.

                  "OPINION OF COUNSEL" means a written opinion of counsel, who
         may be counsel for the Company, including an employee of the Company,
         and who shall be acceptable to the Lender.

                  "ORIGINAL ISSUE DATE" means the date of original issuance of
         the CGD Note.

                  "OUTSTANDING PRINCIPAL AMOUNT" has the meaning provided for in
         the recitals of this Agreement.

                  "PAR BONDS" means the 6% Par Bonds in Dollars due 2023 issued
         by the Republic of Argentina or any other securities issued in
         connection with the restructuring of such bonds.

                  "PARI PASSU INDEBTEDNESS" means (a) with respect to the CGD
         Note, Indebtedness which ranks pari passu in right of payment to the
         CGD Note, and (b) with respect to any Subsidiary Guarantee,
         Indebtedness which ranks pari passu in right of payment to such
         Subsidiary Guarantee.


                                       17

                  "PERMITTED CAPITAL EXPENDITURES" means (a) (i) for each of the
         Company's fiscal years 2004 through 2006, US$8,000,000 (or the US
         Dollar Equivalent of such amount in other currencies) and (ii) for each
         of the Company's fiscal years 2007 through 2012, US$10,000,000 (or the
         US Dollar Equivalent of such amount in other currencies), plus (b) the
         amount (if any) by which (i) the aggregate amount of Permitted Capital
         Expenditures for all of the preceding fiscal years exceeds (ii) the
         aggregate amount of Capital Expenditures actually made during such
         fiscal years (excluding those made by application of Net Cash Proceeds
         or Net Equity Proceeds) (calculated based on the exchange rate in
         effect at the end of the Company's most recently completed fiscal
         quarter). For the purposes of this definition, Capital Expenditures
         shall not include capital expenditures financed by means of a specific
         financial facility, and shall include the installments corresponding to
         the facilities previously deducted.

                  "PERMITTED HOLDERS" means Pascual Mastellone, Victorio
         Mastellone, Jose Mastellone, Dallpoint (but only for so long as the
         beneficial holders of Dallpoint's equity capital on the Original Issue
         Date and their Permitted Transferees own beneficially a majority of
         Dallpoint's equity) and their respective Permitted Transferees.

                  "PERMITTED INDEBTEDNESS" means any of the following:

                           (a) Indebtedness of the Company under any revolving
                  line of credit in an aggregate principal amount not to exceed
                  at any time outstanding the greater of (I) US$15,000,000 (or
                  to the extent non-US Dollar denominated, the US Dollar
                  Equivalent of such amount) and (II) the excess of (x) the
                  higher of (1) 50% of the net book value of accounts receivable
                  or (2) 100% of the net book value of export third-party
                  receivables on a consolidated basis in accordance with GAAP
                  over (y) the US Dollar Equivalent of the amount of financing
                  outstanding under any Permitted Receivables Financing;

                           (b) Indebtedness of the Company pursuant to the
                  Senior Notes, the Floating Rate Debt and the CGD Note,
                  including any Subsequent Notes issued in payment of interest
                  on the Senior Notes pursuant to the Indenture;

                           (c) Indebtedness of the Company outstanding on the
                  Original Issue Date (any such Indebtedness the principal
                  amount of which is in excess of US$1,000,000 (or, to the
                  extent non-US Dollar denominated, the US Dollar Equivalent of
                  such amount) being listed on a schedule hereto);

                           (d) Indebtedness of the Company owing to any wholly
                  owned Restricted Subsidiary other than a Securitization
                  Subsidiary; provided that any Indebtedness of the Company
                  owing to any such Restricted Subsidiary is made pursuant to an
                  intercompany note and is subordinated in right of payment from
                  and after such time as the CGD Note shall become due and
                  payable (whether at Stated Maturity, acceleration or
                  otherwise) to the payment and performance of the Company's
                  obligations under the CGD Note; provided further that (i) any
                  disposition, pledge or transfer of any such Indebtedness to a
                  Person (other than a disposition, pledge or transfer to the
                  Company or another wholly owned




                                       18

                  Restricted Subsidiary other than a Securitization
                  Subsidiary) or (ii) the occurrence of any event by which such
                  Subsidiary ceases to be a Restricted Subsidiary (by way of
                  designation or the subsequent issuance (other than directors'
                  qualifying shares), sale, transfer or other disposition of any
                  Capital Stock or any other event which results in any such
                  Subsidiary ceasing to be a Subsidiary), shall be deemed to be
                  an incurrence of such Indebtedness by the Company not
                  permitted by this clause (d);

                           (e) Indebtedness of the Company under Interest Rate
                  Agreements relating to Indebtedness of the Company otherwise
                  permitted under the Agreement that are entered into for the
                  purpose of protecting against fluctuations in interest rates
                  in respect of such Indebtedness and not for speculative
                  purposes;

                           (f) Indebtedness of the Company under Currency
                  Agreements, provided that (x) such Currency Agreements relate
                  to Indebtedness otherwise permitted under the Agreement or the
                  purchase price of goods purchased or sold by the Company in
                  the ordinary course of its business and (y) such Currency
                  Agreements do not increase the Indebtedness or other
                  obligations of the Company outstanding other than as a result
                  of fluctuations in foreign currency exchange rates or by
                  reason of fees, indemnities and compensation payable
                  thereunder;

                           (g) Indebtedness of the Company or any of its
                  Restricted Subsidiaries incurred in respect of bankers'
                  acceptances and letters of credit provided in the ordinary
                  course of business, provided that the aggregate principal
                  amount of all indebtedness incurred pursuant to this clause
                  does not exceed US$10,000,000 (or, to the extent non-US Dollar
                  denominated, the US Dollar Equivalent of such amount)
                  outstanding at any one time;

                           (h) Indebtedness of the Company in respect of
                  performance, surety or appeal bonds provided in the ordinary
                  course of business (in each case other than for an obligation
                  for borrowed money);

                           (i) the incurrence by the Company of Indebtedness
                  which serves to refund, refinance or replace (each such
                  incurrence, for purposes of this clause, a "refinancing"), or
                  successively refinance, any Indebtedness incurred by the
                  Company as permitted under paragraph (a) of Section 5.01(J)
                  hereof (other than Permitted Indebtedness) and clauses (b) and
                  (c) above (in the case of a refinancing of the CGD Note,
                  subject to compliance with the Indenture) or any Indebtedness
                  of a Restricted Subsidiary incurred as permitted under the
                  definition of "Permitted Subsidiary Indebtedness" (other than
                  Indebtedness under clause (b) of such definition), so long as
                  (i) any such new Indebtedness shall be in a principal amount
                  that does not exceed the principal amount (or, if such
                  Indebtedness being refinanced provides for an amount less than
                  the principal amount thereof to be due and payable upon a
                  declaration of acceleration thereof, such lesser amount as of
                  the date of determination) so refinanced, (ii) in the case of
                  any refinancing of Pari Passu Indebtedness or Subordinated
                  Indebtedness, such new Indebtedness is (A) in the case of any
                  refinancing of Pari Passu Indebtedness,



                                       19

                  expressly made pari passu with or subordinate in right of
                  payment to the CGD Note and (B) in the case of any refinancing
                  of Subordinated Indebtedness, made subordinate to the CGD Note
                  at least to the same extent as the Subordinated Indebtedness
                  being refinanced and (iii) such new Indebtedness has an
                  Average Life longer than the Average Life of the Indebtedness
                  being refinanced and a final Stated Maturity later than the
                  final Stated Maturity of the Indebtedness being refinanced;

                           (j) to the extent considered Indebtedness,
                  contractual obligations of the Company arising under any
                  Permitted Receivables Financing as permitted by the Agreement;

                           (k) Indebtedness of the Company and its Restricted
                  Subsidiaries in an aggregate principal amount not in excess of
                  US$20,000,000 (or, to the extent non-US dollar denominated,
                  the US Dollar Equivalent of such amount) at any one time
                  outstanding;

                           (l) Indebtedness of the Company, any portion of which
                  is guaranteed by any export credit agency, in an aggregate
                  principal amount not in excess of US$20,000,000 at any time
                  outstanding (or, to the extent non-US) Dollar denominated, the
                  US Dollar Equivalent of such amount);

                           (m) Indebtedness in respect of Non-Recourse Purchase
                  Money Indebtedness incurred by the Company or any Restricted
                  Subsidiary in aggregate principal amount not in excess of
                  US$15,000,000 (or, to the extent non-US Dollar denominated,
                  the US Dollar Equivalent of such amount); and

                           (n) Permitted Subsidiary Indebtedness.

                  "PERMITTED INVESTMENTS" means any Investment by the Company or
         any Restricted Subsidiary in any of the following:

                           (a) Cash Equivalents;

                           (b) the Company, any Restricted Subsidiary or, to the
                  extent required in connection with a Permitted Receivables
                  Financing, a Securitization Subsidiary (provided that the
                  aggregate amount of Investments made in reliance on clause (b)
                  or (c) of this definition in any Restricted Subsidiary that is
                  not a Subsidiary Guarantor shall not exceed US$10,000,000 (or,
                  to the extent non-US Dollar denominated, the US Dollar
                  Equivalent of such amount));

                           (c) another Person, if as a result of such investment
                  (i) such other Person becomes a Restricted Subsidiary or (ii)
                  such other Person is merged or consolidated with or into, or
                  transfers or conveys all or substantially all of its assets
                  to, the Company or a Restricted Subsidiary; provided that if,
                  prior to such Investment, such Person is an Affiliate of the
                  Company, after giving effect to such Investment, the Company
                  could incur at least a US$1.00 of additional




                                       20

                  Indebtedness (other than Permitted Indebtedness) in
                  accordance with the provisions hereof exclusive of Section
                  5.01(J)(a)(ii)(y)(2);

                           (d) loans or advances made to employees or any
                  directors of the Company who are not Affiliates of the Company
                  or any Restricted Subsidiary in the ordinary course of
                  business in an aggregate amount not to exceed US$1,000,000
                  (or, to the extent non-US Dollar denominated, the US Dollar
                  Equivalent of such amount) at any one time outstanding;

                           (e) Interest Rate Agreements or Currency Agreements
                  which constitute Permitted Indebtedness or Permitted
                  Subsidiary Indebtedness;

                           (f) an amount not to exceed US$5,000,000 (or, to the
                  extent non-US Dollar denominated, the US Dollar Equivalent of
                  such amount) at any one time outstanding invested in any
                  business reasonably related to the business of the Company on
                  the Original Issue Date;

                           (g) extensions of credit in the nature of accounts
                  receivable or notes receivable arising from the sale or lease
                  of goods or services in the ordinary course of business;

                           (h) pledges or deposits required in the ordinary
                  course of business in connection with workers' compensation,
                  unemployment insurance and other types of social security;

                           (i) pledges or deposits in connection with (i) the
                  non-delinquent performance of bids, trade contracts (other
                  than for borrowed money), leases or statutory obligations,
                  (ii) contingent obligations on surety or appeal bonds, and
                  (iii) other non-delinquent obligations of a like nature, in
                  each case incurred in the ordinary course of business;

                           (j) customary Investments required by the terms of
                  any Permitted Receivables Financing to the extent such
                  Investments are made in the ordinary course and pursuant to
                  ordinary business terms relating to transactions of such
                  nature and do not exceed US$1,000,000 (or, to the extent
                  non-US Dollar denominated, the US Dollar Equivalent of such
                  amount) in the aggregate;

                           (k) Investments consisting of non-cash consideration
                  received in the form of securities, notes or similar
                  obligations in connection with an Asset Sale permitted by
                  Section 5.01(Q) hereof, provided that the aggregate amount of
                  such non-cash consideration received in connection with any
                  such Asset Sale shall not exceed the amount permitted under
                  Section 5.01(Q) hereof;

                           (l) an amount not to exceed US$5,000,000 (or, to the
                  extent non-US Dollar denominated, the US Dollar Equivalent of
                  such amount) at any one time outstanding;



                                       21

                           (m) an amount not to exceed US$5,000,000 (or, to the
                  extent non-US Dollar denominated, the US Dollar Equivalent of
                  such amount) at any one time outstanding in respect of
                  advances, loans or extensions of credit in the ordinary course
                  of business to suppliers to the Company or any Restricted
                  Subsidiary; and

                           (n) Investments in Senior Notes acquired in the open
                  market.

                  "PERMITTED LIENS" means the following types of Liens:

                           (a) Liens existing as of the Original Issue Date;

                           (b) Liens on property or assets of the Company or any
                  Restricted Subsidiary securing Indebtedness and all other
                  obligations under any revolving line of credit referred to in
                  clause (a) of the definition of "PERMITTED INDEBTEDNESS" or
                  under Interest Rate Agreements or Currency Agreements which
                  constitute Permitted Indebtedness or Permitted Subsidiary
                  Indebtedness;

                           (c) Liens on any property or assets of a Restricted
                  Subsidiary granted in favor of the Company or any wholly owned
                  Subsidiary Guarantor;

                           (d) Liens on any property or assets of the Company or
                  any Restricted Subsidiary securing the CGD Note or the
                  Subsidiary Guarantees;

                           (e) Liens securing Purchase Money Indebtedness,
                  provided that such Liens extend only to the property being
                  acquired and such Lien is created within 90 days of the
                  purchase of such property;

                           (f) statutory Liens of landlords and carriers,
                  warehousemen, mechanics, suppliers, materialmen, repairmen or
                  other similar Liens arising in the ordinary course of business
                  of the Company or any Restricted Subsidiary and with respect
                  to amounts not yet delinquent or being contested in good faith
                  by appropriate proceeding, if a reserve or other appropriate
                  provision, if any, as shall be required in conformity with
                  GAAP shall have been made therefor;

                           (g) Liens for taxes, assessments, government charges
                  or claims that are being contested in good faith by
                  appropriate proceedings promptly instituted and diligently
                  conducted and if a reserve or other appropriate provision, if
                  any, as shall be required in conformity with GAAP shall have
                  been made therefor;

                           (h) easements, rights-of-way, restrictions and other
                  similar charges or encumbrances not interfering in any
                  material respect with the business of the Company or any
                  Restricted Subsidiary incurred in the ordinary course of
                  business;

                           (i) Liens arising out of judgments or orders that
                  have been adequately bonded or with respect to which a stay of
                  execution (or the equivalent thereof under Argentine law) has
                  been obtained pending an appeal or proceeding for review;


                                       22

                           (j) Liens securing Acquired Indebtedness created
                  prior to (and not in connection with or in contemplation of)
                  the incurrence of such Indebtedness by the Company or any
                  Restricted Subsidiary, provided that such Lien does not extend
                  to any property or assets of the Company or any Restricted
                  Subsidiary other than the assets acquired in connection with
                  the incurrence of such Acquired Indebtedness;

                           (k) Liens incurred or deposits made in the ordinary
                  course of business in connection with workers' compensation,
                  unemployment insurance and other types of social security;

                           (l) Liens securing reimbursement obligations of the
                  Company or any Restricted Subsidiary with respect to letters
                  of credit that encumber documents and other property relating
                  to such letters of credit and the products and proceeds
                  thereof;

                           (m) Liens incurred or deposits made to secure the
                  performance of tenders, bids, leases, statutory or regulatory
                  obligations, surety and appeal bonds, contracts (other than
                  for Indebtedness), performance and return-of-money bonds and
                  other obligations of a similar nature incurred in the ordinary
                  course of business (exclusive of obligations for the payment
                  of borrowed money);

                           (n) Liens in favor of customs and revenue authorities
                  arising as a matter of law to secure payment of customs duties
                  in connection with the importation of goods;

                           (o) Liens arising solely by virtue of any statutory
                  provision relating to banker's liens, rights of set-off or
                  similar rights and remedies as to deposit accounts or other
                  funds maintained with a creditor depository institution,
                  provided, however, that such deposit account is not a
                  dedicated cash collateral account and is not subject to
                  restrictions against access by the Company or any of its
                  Restricted Subsidiaries;

                           (p) to the extent considered giving rise to Liens on
                  the assets of the Company or its Restricted Subsidiaries,
                  Liens on Receivables and Related Assets incurred in connection
                  with a Permitted Receivables Financing;

                           (q) Liens on Capital Stock of Promas S.A. securing
                  amounts owed to the Argentine Government in respect of taxes
                  the payment of which has been deferred pursuant to an
                  agricultural incentive program to fund a portion of the
                  Company's investment in Promas S.A.; and

                           (r) any extension, renewal or replacement, in whole
                  or in part, of any Lien described in the foregoing clauses (a)
                  through (q); provided that any such extension, renewal or
                  replacement shall be no more restrictive in any material
                  respect than the Lien so extended, renewed or replaced and
                  shall not extend to any additional property or assets not
                  intended to be covered by such Lien.


                                       23

                  "PERMITTED RECEIVABLES FINANCING" means a transaction or
         series of transactions (including amendments, supplements, extensions,
         renewals, replacements, refinancings or modifications thereof) designed
         to afford the Company a source of working capital liquidity pursuant to
         which (a) a Securitization Subsidiary purchases Receivables and Related
         Assets from the Company or any Restricted Subsidiary and finances such
         Receivables and Related Assets through the issuance of indebtedness or
         equity interests or through the sale of the Receivables and Related
         Assets or a fractional undivided interest therein or (b) the Company or
         a Restricted Subsidiary finances Receivables and Related Assets through
         the sale of the Receivables and Related Assets or fractional undivided
         interests therein; provided that (i) the documentation in respect of
         such Permitted Receivables Financing shall not provide for financing of
         more than the US Dollar Equivalent of US$15,000,000, (ii) the Board of
         Directors shall have determined in good faith that such Permitted
         Receivables Financing is economically fair and reasonable to the
         Company, (iii) all sales of Receivables and Related Assets or
         fractional undivided interests therein, if any, are made at Fair Market
         Value, which shall be an amount not less than 85% of the aggregate face
         amount of the Receivables and Related Assets or fractional undivided
         interests therein sold, provided that if Receivables and Related Assets
         or fractional undivided interests therein are sold in connection with a
         Permitted Receivables Financing for less than 85% of their aggregate
         face amount, the foregoing 85% limit will not apply so long as the
         Company obtains a written opinion from an investment banking firm
         recognized in Argentina or an accounting firm, in each case
         unaffiliated with the Company, to the effect that such sale is at least
         at Fair Market Value, (iv) the financing terms, covenants, termination
         events and other provisions thereof shall be market terms (as
         determined in good faith by the Board of Directors), (v) no portion of
         any Indebtedness of a Securitization Subsidiary is Indebtedness other
         than Non-Recourse Debt (other than recourse for customary
         representations, warranties, covenants and indemnities, none of which
         shall relate to the collectibility of the Receivables and Related
         Assets) and (vi) neither the Company nor any Restricted Subsidiary
         (other than such Securitization Subsidiary) has any obligation to
         maintain or preserve the Securitization Subsidiary's financial
         condition or cause the Securitization Subsidiary to achieve certain
         levels of operating results.

                  "PERMITTED SUBSIDIARY INDEBTEDNESS" means any of the
         following:

                           (a) Indebtedness of any Restricted Subsidiary
                  outstanding on the Original Issue Date (any such Indebtedness
                  the principal amount of which is in excess of US$1,000,000 (or
                  to the extent non-US Dollar denominated, the US Dollar
                  Equivalent of such amount) being listed on a schedule hereto);

                           (b) Indebtedness of a Restricted Subsidiary (in the
                  case of a Securitization Subsidiary, solely to the extent such
                  Indebtedness is incurred pursuant to a Permitted Receivables
                  Financing) owing to the Company, or a wholly owned Restricted
                  Subsidiary other than a Securitization Subsidiary; provided
                  that any such Indebtedness is made pursuant to an intercompany
                  note; provided further that any disposition, pledge or
                  transfer of any such Indebtedness to a Person (other than a
                  disposition, pledge or transfer to the Company or a wholly
                  owned Restricted Subsidiary other than a Securitization
                  Subsidiary), shall




                                       24

                  be deemed to be an incurrence of such Indebtedness by such
                  Restricted Subsidiary not permitted by this clause (b);

                           (c) Indebtedness (including guarantees) of a
                  Restricted Subsidiary under Interest Rate Agreements relating
                  to Indebtedness of such Restricted Subsidiary otherwise
                  permitted under the Indenture that are entered into for the
                  purpose of protecting against fluctuations in interest rates
                  in respect of such Indebtedness and not for speculative
                  purposes;

                           (d) Indebtedness (including guarantees) of a
                  Restricted Subsidiary under Currency Agreements, provided that
                  (x) such Currency Agreements relate to Indebtedness otherwise
                  permitted under this Agreement or the purchase price of goods
                  purchased or sold by such Restricted Subsidiary in the
                  ordinary course of its business and (y) such Currency
                  Agreements do not increase the Indebtedness or other
                  obligations of such Restricted Subsidiary outstanding other
                  than as a result of fluctuations in foreign currency exchange
                  rates or by reason of fees, indemnities and compensation
                  payable thereunder;

                           (e) Indebtedness of any Subsidiary Guarantor under
                  its Subsidiary Guarantee of the Floating Rate Notes or its
                  guarantee of the Senior Notes as contemplated by the
                  Indenture;

                           (f) guarantees by any Subsidiary Guarantor of
                  Indebtedness incurred by the Company in compliance with (i)
                  paragraph (a) of Section 5.01(J) hereof (other than Permitted
                  Indebtedness) or (ii) clause (a) or (k) of the definition of
                  "Permitted Indebtedness" to the extent the obligations of such
                  Subsidiary Guarantor under such guarantees are pari passu with
                  the Subsidiary Guarantee of such Subsidiary Guarantor;

                           (g) Indebtedness of any Restricted Subsidiary in
                  respect of performance, surety or appeal bonds incurred in the
                  ordinary course of business (in each case other than for an
                  obligation for borrowed money);

                           (h) the incurrence by a Restricted Subsidiary of
                  Indebtedness which serves to refund, refinance or replace
                  (each such incurrence, for purposes of this clause, a
                  "refinancing"), or successively refinances any Indebtedness
                  incurred as permitted under clause (a), (f) or (k), so long as
                  (i) any such new Indebtedness shall be in a principal amount
                  that does not exceed the principal amount (or, if such
                  Indebtedness being refinanced provides for an amount less than
                  the principal amount thereof to be due and payable upon a
                  declaration of acceleration thereof, such lesser amount as of
                  the date of determination) so refinanced, (ii) in the case of
                  any refinancing of any Subsidiary Guarantee, any Pari Passu
                  Indebtedness or any Subordinated Indebtedness of such
                  Restricted Subsidiary, such new Indebtedness is (A) in the
                  case of any refinancing of the Subsidiary Guarantee or Pari
                  Passu Indebtedness of such Restricted Subsidiary, expressly
                  made pari passu with or subordinate in right of payment to the
                  Subsidiary Guarantee, and (B) in the case of any refinancing
                  of Subordinated Indebtedness, made subordinate to the



                                       25

                  Subsidiary Guarantee of such Restricted Subsidiary at least to
                  the same extent as the Subordinated Indebtedness being
                  refinanced and (iii) such new Indebtedness has an Average Life
                  longer than the Average Life of the Indebtedness being
                  refinanced and a final Stated Maturity later than the final
                  Stated Maturity of the Indebtedness being refinanced;

                           (i) the incurrence of Indebtedness in a Permitted
                  Receivables Financing; and

                           (j) Acquired Indebtedness of any Restricted
                  Subsidiary, provided that after giving effect to the
                  incurrence thereof, the Company could incur at least US$1.00
                  of Indebtedness (other than Permitted Indebtedness) in
                  accordance with the provisions hereof exclusive of Section
                  5.01(J)(a)(ii)(y)(2).

                  "PERMITTED TRANSFEREES" means, with respect to any Person: (i)
         in the case of any Person who is a natural person, such individual's
         spouse or children (natural or adopted), any trust for such
         individual's benefit or the benefit of such individual's spouse or
         children (natural or adopted), or any corporation or partnership all of
         the direct and beneficial equity ownership of which is held by one or
         more Permitted Holders; (ii) in the case of any Person who is a natural
         person, the heirs, executors, administrators or personal
         representatives upon the death of such Person or upon the incompetency
         or disability of such Person for purposes of the protection and
         management of such individual's assets; and (iii) in the case of any
         Person who is not a natural person, any Affiliate of such Person.

                  "PERSON" means any individual, corporation, limited liability
         company, partnership, joint venture, association, joint-stock company,
         trust, unincorporated organization or government or any agency or
         political subdivision thereof or any other entity.

                  "PERSONAL ASSET TAXES" means taxes imposed pursuant to the
         Personal Asset Tax Law of Argentina No. 23,966, as amended from time to
         time, and as modified by governmental decree or otherwise.

                  "PESOS" and the symbol "PS" means pesos of Argentina.

                  "PLEDGE AGREEMENT" means the "contrato de prenda" among the
         Collateral Agent and the Company Shareholders securing ratably and on a
         first priority basis the Floating Rate Debt and the New Outstanding
         Principal Amount (and interest thereunder) which is governed and
         construed in accordance with Argentine law, a copy of which is attached
         as Exhibit B hereto.

                  "PREFERRED STOCK" means, with respect to any Person, any and
         all shares, interests, participations or other equivalents (however
         designated) of such Person's preferred or preference stock whether now
         outstanding, or issued after the Original Issue Date, and including,
         without limitation, all classes and series of preferred or preference
         stock of such Person.




                                       26

                  "PURCHASE MONEY INDEBTEDNESS" means Indebtedness of the
         Company or any of its Restricted Subsidiaries incurred (a) to finance
         the purchase of any assets of the Company or any of its Restricted
         Subsidiaries within 90 days of such purchase, (b) to the extent the
         amount of Indebtedness thereunder does not exceed 100% of the purchase
         cost of such assets, (c) to the extent the purchase cost of such assets
         is or should be included in "additions to property, plant and
         equipment" in accordance with GAAP, and (d) to the extent the purchase
         of such assets is not part of an acquisition of any Person.

                  "QUALIFIED CAPITAL STOCK" of any person means any and all
         Capital Stock of such person other than Redeemable Capital Stock.

                  "QUALIFIED EQUITY OFFERING" means an offer and sale of common
         stock (which is Qualified Capital Stock) or American Depositary Shares
         of the Company pursuant to a registration statement that has been
         declared effective by the U.S. Securities and Exchange Commission
         pursuant to the Securities Act (other than a registration statement on
         Form S-8 or otherwise relating to equity securities issuable under any
         employee benefit plan of the Company) or in compliance with Argentine
         Law No. 17,811, as amended, that results in at least 20% of the total
         voting power of all Voting Stock of the Company having been sold to the
         public, provided that the offering price of the shares or American
         Depositary Shares of the Company which are sold in such offering shall
         equal at least US$20 million or the equivalent in Pesos.

                  "RECEIVABLES AND RELATED ASSETS" mean accounts receivable and
         instruments, chattel paper, obligations, general intangibles and other
         similar assets, in each case, relating to such receivables, including
         interest in merchandise or goods, the sale or lease of which gave rise
         to such receivables, related contractual rights, guarantees, insurance
         proceeds, collections, other related assets and proceeds of all of the
         foregoing.

                  "REDEEMABLE CAPITAL STOCK" means any class or series of
         Capital Stock that, either by its terms, by the terms of any security
         into which it is convertible or exchangeable or by contract or
         otherwise, is, or upon the happening of an event or passage of time
         would be, required to be redeemed prior to one year after the final
         Stated Maturity of the Floating Rate Notes or is redeemable at the
         option of the holder thereof at any time prior to one year after such
         final Stated Maturity, or is convertible into or exchangeable for debt
         securities at any time prior to one year after such final Stated
         Maturity.

                  "REGISTER" has the meaning specified in Section 8.07(c).

                  "RELEVANT AGENT" has the meaning specified in Section 7.01.

                  "RELEVANT CURRENCY" has the meaning specified in Section 8.08.

                  "RESTRICTED SUBSIDIARY" means any direct or indirect
Subsidiary of the Company other than an Unrestricted Subsidiary.






                                       27

                  "S&P" means Standard & Poor's Ratings Services, a division of
         The McGraw-Hill Companies, Inc. and its successors.

                  "SALE AND LEASEBACK TRANSACTION" means any transaction or
         series of related transactions pursuant to which the Company or a
         Restricted Subsidiary sells or transfers any property or asset in
         connection with the leasing, or the resale against installment
         payments, of such property or asset to the seller or transferor.

                  "SECOND LOAN AGREEMENT" shall have the meaning provided of in
         the recitals of this Agreement.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
         from time to time, and the rules and regulations thereunder.

                  "SECURITIZATION SUBSIDIARY" means a wholly owned Subsidiary of
         the Company (a) that is designated (as set forth below) as a
         "SECURITIZATION SUBSIDIARY" by the Board of Directors of the Company,
         (b) that does not engage in, and whose charter prohibits it from
         engaging in, any activities other than Permitted Receivables
         Financings, (c) no portion of the Indebtedness or any other obligation
         (contingent or otherwise) of which (i) is guaranteed by the Company or
         any other Restricted Subsidiary of the Company, (ii) is recourse to or
         obligates the Company or any other Restricted Subsidiary of the Company
         in any way other than pursuant to customary representations,
         warranties, covenants and indemnities entered into in connection with a
         Permitted Receivables Financing or (iii) subjects any property or asset
         of the Company or any other Restricted Subsidiary of the Company,
         directly or indirectly, contingently or otherwise, to the satisfaction
         thereof, other than pursuant to customary representations, warranties,
         covenants and indemnities entered into in connection with a Permitted
         Receivables Financing, (d) with which neither the Company nor any other
         Restricted Subsidiary of the Company has any material contract,
         agreement, arrangement or understanding other than on terms no less
         favorable to the Company or such Subsidiary than those that might be
         obtained at the time from Persons who are not Affiliates of the Company
         and (e) with respect to which neither the Company nor any other
         Restricted Subsidiary of the Company has any obligation to maintain or
         preserve such Securitization Subsidiary's financial condition or cause
         such Securitization Subsidiary to achieve certain levels of operating
         results. Any such designation by the Board of Directors of the Company
         shall be evidenced to the Lender by filing with the Lender a certified
         copy of the resolution of the Board of Directors of the Company giving
         effect to such designation and an Officers' Certificate certifying that
         such designation complied with the foregoing conditions.

                  "SENIOR NOTES" means the Series A-1 Senior Notes, the Series
         A-2 Senior Notes, the Series B-1 Senior Notes, the Series B-2 Senior
         Notes.

                  "SERIES A-1 SENIOR NOTES" means the Company's 8% Series A-1
         Collateralized Senior Notes due 2012 issued under the Indenture.

                  "SERIES A-2 SENIOR NOTES" means the Company's 8% Series A-2
         Senior Notes due 2012 issued under the Indenture.



                                       28

                  "SERIES B-1 SENIOR NOTES" means the Company's 8% Series B-1
         Collateralized Senior Notes due 2012 issued under the Indenture.

                  "SERIES B-2 SENIOR NOTES" means the Company's 8% Series B-2
         Senior Notes due 2012 issued under the Indenture.

                  "SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary that
         would be a "significant subsidiary" as defined in Article 1, Rule 1-02
         of Regulation S-X, promulgated pursuant to the Securities Act, as such
         Regulation is in effect on the Original Issue Date, except all
         references to "10 percent" in such definition shall be changed to "3
         percent".

                  "STATED MATURITY" means, when used with respect to any
         installment of principal of or interest on the CGD Note, the date
         specified in the CGD Note as the fixed date on which such installment
         is due and payable, and, when used with respect to any other
         Indebtedness, means the date specified in the instrument governing such
         Indebtedness as the fixed date on which the principal of such
         Indebtedness, or any installment of interest thereon, is due and
         payable.

                  "SUBORDINATED INDEBTEDNESS" means (i) when used with respect
         to the Company, Indebtedness of the Company that is expressly
         subordinated in right of payment to the Floating Rate Notes and (ii)
         when used with respect to any Restricted Subsidiary, Indebtedness of
         such Restricted Subsidiary that is expressly subordinated in right of
         payment to such Restricted Subsidiary's Subsidiary Guarantee.

                  "SUBSEQUENT LENDER" means each new Person that becomes a
         Lender under this Agreement.

                  "SUBSIDIARY" means, with respect to any specific Person,
         another Person a majority of the equity ownership or Voting Stock of
         which is at the time owned, directly or indirectly, by such specified
         Person or by one or more other Subsidiaries of such specified Person or
         by such specified Person and one or more other Subsidiaries of such
         specified Person or which is otherwise controlled by such specified
         Person or by one or more other Subsidiaries of such specified Person or
         by such specified Person and one or more other Subsidiaries of such
         specified Person.

                  "SUBSIDIARY GUARANTEE" means the guarantee by the Company's
         existing or future direct or indirect Restricted Subsidiaries of the
         obligations of the Company under this Agreement and the CGD Note in
         accordance with the provisions of this Agreement.

                  "SUBSIDIARY GUARANTOR" means any Restricted Subsidiary that
         has (i) been designated as a "Subsidiary Guarantor" of the CGD Note
         under this Agreement by resolution of the Board of Directors of the
         Company, (ii) has executed and delivered this Agreement as a Subsidiary
         Guarantor or has executed and delivered to the Lender an agreement in
         form and substance reasonably satisfactory to the Lender pursuant to
         which such Restricted Subsidiary shall have agreed to guarantee all of
         the obligations of the Company with respect to the CGD Note issued
         under this Agreement on the terms set




                                       29

         forth in Article VIIA and (iii) delivered to the Lender an opinion of
         counsel reasonably satisfactory to the Lender to the effect that this
         Agreement or such agreement, as the case may be, has been duly executed
         and delivered by such Restricted Subsidiary and, in the case of such
         agreement, is in compliance with the terms of this Agreement.

                  "SUPERVISORY COMMITTEE" means the committee of statutory
         auditors appointed by the shareholders of the Company.

                  "SURVIVING ENTITY" has the meaning specified in Section
         5.01(A).

                  "TAXES" has the meaning set forth in Section 2.09.
         "UNRESTRICTED SUBSIDIARY" means (a) any direct or indirect Subsidiary
         of the Company that at the time of determination shall be an
         Unrestricted Subsidiary (as designated by the Board of Directors of the
         Company, as provided below) and (b) any direct or indirect Subsidiary
         of an Unrestricted Subsidiary. The Board of Directors of the Company
         may designate any direct or indirect Subsidiary of the Company
         (including any newly acquired or newly formed Subsidiary) to be an
         Unrestricted Subsidiary so long as (i) neither the Company nor any
         Restricted Subsidiary is directly or indirectly liable for any
         Indebtedness of such Subsidiary, (ii) no default with respect to any
         Indebtedness of such Subsidiary would permit (upon notice, lapse of
         time or otherwise) any holder of any other Indebtedness of the Company
         or any Restricted Subsidiary (other than the Senior Notes, the Floating
         Rate Notes, the CGD Note and guarantees thereof) to declare a default
         on such other Indebtedness or cause the payment thereof to be
         accelerated or payable prior to its stated maturity, (iii) any
         Investment in such Subsidiary made as a result of designating such
         Subsidiary an Unrestricted Subsidiary will not violate the provisions
         of Section 5.01(K), (iv) neither the Company nor any Restricted
         Subsidiary has a contract, agreement, arrangement, understanding or
         obligation of any kind, whether written or oral, with such Subsidiary
         other than those that might be obtained at the time from persons who
         are not Affiliates of the Company, and (v) neither the Company nor any
         Restricted Subsidiary has any obligation (1) to subscribe for
         additional shares of Capital Stock or other equity interest in such
         Subsidiary, or (2) to maintain or preserve such Subsidiary's financial
         condition or to cause such Subsidiary to achieve certain levels of
         operating results. Any such designation by the Board of Directors of
         the Company shall be evidenced to the Lender by filing a board
         resolution with the Lender giving effect to such designation. The Board
         of Directors of the Company may designate any Unrestricted Subsidiary
         as a Restricted Subsidiary if immediately after giving effect to such
         designation, there would be no Default or Event of Default under this
         Agreement and the Company could incur US$1.00 of additional
         Indebtedness (other than Permitted Indebtedness) in accordance with the
         provisions hereof exclusive of Section 5.01(J)(a)(ii)(y)(2).

                  "US DOLLAR EQUIVALENT" means, with respect to any monetary
         amount in a currency other than the US Dollar, at any time for the
         determination thereof, the amount of US Dollars obtained by converting
         such foreign currency involved in such computation into US Dollars at
         the spot rate for the purchase of US Dollars with the applicable
         foreign currency as quoted by Reuters at approximately 11:00 a.m. (New
         York time) on the date not more than two Business Days prior to the
         determination. For purposes of determining whether any Indebtedness can
         be incurred (including Permitted



                                       30

         Indebtedness), any Investment can be made and any Affiliate Transaction
         can be undertaken (a "TESTED TRANSACTION"), the "US DOLLAR EQUIVALENT"
         of such Indebtedness, Investment or Affiliate Transaction shall be
         determined on the basis of the date incurred, made or undertaken and no
         subsequent change in the US Dollar Equivalent shall cause such Tested
         Transaction to have been incurred, made or undertaken in violation of
         this Agreement.

                  "US DOLLARS", "UNITED STATES DOLLARS", "US$" and the symbol
         "$" each mean dollars of the United States of America.

                  "VOTING STOCK" means any class or classes of Capital Stock
         pursuant to which the holders thereof have the general voting power
         under ordinary circumstances to elect at least a majority of the board
         of directors, managers or trustees of any Person (irrespective of
         whether or not, at the time, stock of any other class or classes shall
         have, or might have, voting power by reason of the happening of any
         contingency).

                  "WHOLLY OWNED" means, with respect to any Subsidiary of any
         Person, that all of the outstanding Capital Stock of such Subsidiary
         (other than a de minimis number of director's qualifying shares or de
         minimis investments by non-Argentine nationals mandated by applicable
         law) is owned by such Person or one or more wholly owned Subsidiaries
         of such Person.

         SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding".

         SECTION 1.03. Accounting Terms. All accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with Generally
Accepted Accounting Principles.

         SECTION 1.04. Actions by Subsidiary Guarantors. The obligations and
actions stated in this Agreement to have been undertaken and taken by a
Subsidiary Guarantor shall be deemed to have been undertaken and taken (i) in
the case of a Subsidiary Guarantor which executes this Agreement, upon its
execution hereof, and (ii) in the case of another Subsidiary Guarantor, upon its
execution and delivery to the Lender of an agreement as contemplated by the
definition of a "Subsidiary Guarantor".

                                   ARTICLE II
        THE REFINANCING - CANCELLATION OF THE NEW FLOATING RATE NOTE AND
                            ISSUANCE OF THE CGD NOTE

                  SECTION 2.01. Lender's consent.

    (a) The Company and the Lender have agreed, to amend and restate the
Lender's New Floating Rate Note -and the Lender's participation in the Loan
Agreement- in order to refinance the Outstanding Principal Amount due by the
Company to the Lender under such Lender's New




                                       31

Floating Rate Note with effects as of the date hereof and subject to the
provisions contained in this Agreement.

    (b) As a result of the refinancing of the Outstanding Principal Amount, the
Company and the Lender agree that the total amount due by the Company to the
Lender as from the date of this Agreement will be US$15,000,000 (the "NEW
OUTSTANDING PRINCIPAL AMOUNT"), the aggregate of which the Company irrevocably
acknowledges to owe to the Lender, plus the interest, costs and expenses as
provided for in this Agreement.

    (c) Accordingly, the Lender hereby waives its right to US$14,131,433 of the
Outstanding Principal amount, of which US$4,131,433 is related to past due
interest accrued until June 2002 which are waived to the extent that past due
interest owed to other creditors of the Company were not paid and have been
cancelled. Therefore the amounts owed to it by the Company shall be irrevocably
reduced to the New Outstanding Principal Amount.

         SECTION 2.02. SECTION 2.02. Cancellation of the Lender's New
Floating Rate Note and Issuance of CGD Note. (i) The Closing Date shall be on
the date hereof.

         Consequently, subject to the conditions specified in Section 3.01, on
the date hereof the Company cancels the Lender's New Floating Rate Note and
issues to the Lender the CGD Note to evidence the Company's obligation to pay
the New Outstanding Principal Amount, the interest thereunder and any other
payment obligation under this Agreement.

         SECTION 2.03. Repayment. The Company shall pay to the Lender on
December 31, 2013 the aggregate principal amount of the CGD Note.

         SECTION 2.04. Interest. The Company shall pay interest on the unpaid
principal amount of this Agreement and the CGD Note as from December 31, 2004 at
a rate of 8% per annum during each Interest Period.

         Any interest on this Agreement and the CGD Note (and any Additional
Amounts payable in respect thereof) which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date shall forthwith cease to be
payable to the Lender, and such defaulted interest (and any Additional Amounts
payable in respect thereof) and (to the extent lawful) interest on such
defaulted interest at the rate borne by this Agreement and the CGD Note (such
defaulted interest and interest thereon herein collectively called "DEFAULTED
INTEREST") shall be paid in full and on demand and shall accrue from the date
the amount is due until the date such amount is paid in full.

         SECTION 2.05. Optional Prepayments. Subject to Section 10.22 of the
Indenture as in effect on the date hereof, the Company may, upon at least three
Business Days' notice to the Lender stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given the Company
shall, prepay the outstanding principal amount of the CGD Note in whole or in
part, together with accrued interest to the date of such prepayment on the
principal amount prepaid.



                                       32

         SECTION 2.06. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any Law or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the cost to the Lender of funding or maintaining the CGD Note
(excluding for purposes of this Section 2.06 any such increased costs resulting
from (i) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (ii)
changes in the basis of taxation of overall net income or overall gross income
by the United States or by the jurisdiction or state under the laws of which the
Lender is organized or has its Lending Office or any political subdivision
thereof), then the Company shall from time to time, upon demand by the Lender,
pay to the Lender for its account additional amounts sufficient to compensate
the Lender for such increased cost. Such demand shall be accompanied by a
certificate as to the amount of such increased cost, a reasonable explanation of
the reason for such increased cost and a reasonably detailed computation thereof
and shall be conclusive and binding for all purposes, absent manifest error.

    (b) If the Lender determines that compliance with any Law or any guideline
or request from any central bank or other governmental authority (whether or not
having the force of Law) affects or would affect the amount of capital required
or expected to be maintained by the Lender or any corporation controlling the
Lender and that the amount of such capital is increased by or based upon the
existence of the Lender's holding of the CGD Note and similar obligations, then,
upon demand by the Lender, the Company shall pay to the Lender, from time to
time as demanded by the Lender, additional amounts sufficient to compensate the
Lender or such corporation in the light of such circumstances, to the extent
that the Lender reasonably determines such increase in capital to be allocable
to its holding of the CGD Note. Such demand shall be accompanied by a
certificate as to such amounts, a reasonable explanation of the reason for such
increase in capital and a reasonably detailed computation of such amounts and
shall be conclusive and binding for all purposes, absent manifest error.

         SECTION 2.07. Payments and Computations. (a) The Company shall make
each payment hereunder and under the CGD Note, irrespective of any right of
counterclaim or set-off, not later than 11:00 A.M. (local time in the city of
Buenos Aires) on the day when due in the currency in which the CGD Note is
denominated to the Lender at the relevant Lender's account in same day funds.
Upon the notification of an assignment as provided in Section 8.07, from and
after the date of notification, the Company shall make all payments hereunder
and under the CGD Note in respect of the interest assigned thereby to the Lender
assignee thereunder, and the parties to such assignment shall make all
appropriate adjustments in such payments for periods prior to such notification
date directly between themselves.

    (b) The Company hereby authorizes the Lender, if and to the extent payment
owed to the Lender is not made when due hereunder or under the CGD Note held by
the Lender, to charge from time to time against any or all of the Company's
accounts with the Lender any amount so due.

    (c) All computations of interest shall be made by the Company on the basis
of a 360 day-year of twelve 30-day months. Each determination by the Company of
an interest rate hereunder shall be conclusive and binding for all purposes,
absent manifest error.


                                       33

    (d) Whenever any payment hereunder or under the CGD Note shall be stated to
be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest, provided, however, that, if
such extension would cause payment of interest or principal to be made in the
next following calendar month, such payment shall be made on the next preceding
Business Day.

    (e) In the event of any foreign exchange restriction or prohibition in
Argentina, any and all payments in respect of the CGD Note shall be made, to the
extent permitted by such restriction or prohibition, in the relevant currency
through (i) the purchase with Argentine Pesos of any series of Global Bond, PAR
Bonds or of any other public or private bond or security issued in US Dollars or
Euros or any other currency in Argentina and transferring and selling the same
outside Argentine for US Dollars or (ii) any other legal mechanism for the
acquisition of US Dollars or Euros in any exchange market, including, but not
limited to, the delivery by the Company to the Lender of debt or equity
instruments denominated in US Dollars or Euros which are traded in New York
City, London or Frankfurt in an amount sufficient for the Lender to acquire from
the sale thereof in New York City, London or Frankfurt an amount of US Dollars
or Euros, net of any commissions, fees or other costs, to cover each such
payment. The Lender shall sell such instruments promptly after the delivery to
it and, in any event, within 10 Business Days after each such delivery, unless
the Company shall, at the Lender's request, otherwise agree in writing. All
costs, including any taxes, relative to such operations to obtain US Dollars or
Euros shall be borne by the Company.

         SECTION 2.08. Taxes. (a) Subject to the following subsection (b),
unless otherwise required by law, all payments made by the Company or any
Subsidiary Guarantor will be made without withholding or deduction for or on
account of any present or future taxes, duties, assessments or governmental
charges or penalties and interest related thereto ("TAXES") of whatever nature
imposed, levied, collected, withheld or assessed by or within Argentina or any
authority therein or thereof or having power to tax, including, but not limited
to, federal, provincial and municipal authorities. In the event any such Taxes
are so imposed on any payments made by the Company or any such Subsidiary
Guarantor, the Company or such Subsidiary Guarantor, as the case may be, will
pay such Additional Amounts as may be necessary in order that the net amounts
received by each Lender (including Additional Amounts) after any withholding or
deduction in respect of such Taxes shall equal the respective amounts of
principal, premium, if any, and interest that would have been received in
respect of the CGD Note in the absence of such withholding or deduction; except
that no such Additional Amounts will be payable with respect to any withholding
or deduction in respect of any payment under the CGD Note or a Subsidiary
Guarantee to, or to a third party on behalf of, the Lender for or on account of
any such Taxes imposed (i) by reason of the Lender being a resident of
Argentina; (ii) if presentation is required in respect of the CGD Note or a
Subsidiary Guarantee, by reason of presentation by the Lender for payment on a
date more than thirty (30) days after the date on which such payment first
became due and payable or the date on which such payment is duly provided,
whichever occurs later, except to the extent that the Lender would have been
entitled to such Additional Amounts on presenting such CGD Note or Subsidiary
Guarantee for payment on the last date of such period of thirty (30) days; (iii)
in respect of any estate, asset (other than Personal Asset Taxes), inheritance,
gift, sales or transfer tax or similar tax assessment or



                                       34

governmental charge; (iv) any tax, assessment or other governmental charge
(other than Personal Asset Taxes) which is payable otherwise than by withholding
from payments on or in respect of the CGD Note; or (v) any combination of the
reasons set forth in clause (i), (ii), (iii) or (iv) above. Furthermore, no
Additional Amounts shall be paid to a Lender that is a fiduciary or a
partnership or not the sole beneficial owner of such payment to the extent that
a beneficiary or settlor with respect to such fiduciary, a member of such
partnership or such beneficial owner would not have been entitled to receive the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the Lender.

    (b) (i) If the CGD Note is transferred to a transferee payments to which are
subject to a Tax at a rate that is higher than the rate of Tax to which payments
to the Lender is subject at the time of transfer, the Company shall only pay the
Tax on such payments at the rate applicable to payments to the transferor on the
date of the transfer; provided if the rate of Tax to which payments to the
transferee is subject is lower than the rate of Tax to which payments to the
transferor is subject the Company shall pay Taxes on such payments at such lower
rate.

    (ii) At least 30 calendar days prior to each date on which any payment under
or with respect to the CGD Note is due and payable, if the Company or any
Subsidiary Guarantor, as applicable, will be obligated to pay Additional Amounts
with respect to such payment, the Company or such Subsidiary Guarantor will
deliver to the Lender an Officers' Certificate stating the fact that such
Additional Amounts will be payable and the amounts so payable and will set forth
such other information necessary to enable the Lender to collect such Additional
Amounts from the Company on the payment date and specifying the amount required
to be deducted or withheld on the payments of principal and interest (and
premium, if any) due on such payment date for or on account of Taxes and
certifying that such amount will be deducted or withheld and paid by the Company
or Subsidiary Guarantor, as the case may be, to the appropriate taxing or
governmental authority. Whenever in the Agreement there is mentioned, in any
context, the payment of principal, premium, if any, interest, or any other
amount payable, under or with respect to the CGD Note or Subsidiary Guarantee,
such mention shall be deemed to include mention of the payment of Additional
Amounts to the extent that, in such context, Additional Amounts are payable in
respect thereof.

    (iii) If the Company is held liable for any Personal Asset Taxes imposed on
the Lender or direct owners of the CGD Note with respect to the CGD Note, the
Company hereby agrees to waive any right that it may have as a matter of
Argentine law to seek reimbursement from such Lender or direct owners of the CGD
Note for any such Personal Asset Taxes paid.

    (iv) In addition, the Company will pay any stamp, issue, registration,
documentary or other similar taxes and duties, including interest and penalties,
payable in Argentina or the United States or any political subdivision thereof
or taxing authority thereof or in the foregoing in respect of the creation,
issue and offering of the CGD Note, and will pay any court, documentary or
similar taxes and duties required to be paid in connection with the enforcement
of the CGD Note following the incurrence of any Event of Default.


                                       35

                                  ARTICLE III
                   CONDITIONS TO CANCELLATION OF EXISTING DEBT
                          AND ISSUANCE OF THE CGD NOTE

         SECTION 3.01. Conditions Precedent to the restructuring of the
Outstanding Principal Amount, the Cancellation of the Lender's New Floating Rate
Note and Issuance of the CGD Note. It is a condition to the restructuring of the
Outstanding Principal Amount, the cancellation of the Lender's New Floating Rate
Note and the issuance of the CGD Note to the Lenders pursuant to Section 2.02
that each of the following conditions precedent have been satisfied:

         (a) On the Closing Date, the following statements shall be true and the
    Lender shall have received an Officers' Certificate, dated the Closing Date,
    stating that:

             (i) The representations and warranties contained in Section 4.01
         are correct on and as of the Closing Date, and

             (ii) No event has occurred and is continuing that constitutes a
         Default.

         (b) The Lender shall have received on or before the Closing Date the
    following, each dated the Closing Date:

             (i) The CGD Note to be issued on the Closing Date.

             (ii) Certified copies of the resolutions of the Board of Directors
         of the Company approving this Agreement and the issuance of the CGD
         Note, and of all documents evidencing other necessary corporate action
         and governmental approvals, if any, with respect to this Agreement and
         the CGD Note.

             (iii) A favorable opinion of Shearman & Sterling LLP, New York
         counsel for the Company, substantially in the form of Exhibit E hereto.

             (iv) A favorable opinion of Cibils I Labougle I Ibanez, counsel for
         the Company, substantially in the form of Exhibit C hereto.

             (v) Evidence satisfactory to the Lender that the Pledge Agreement
         has been executed by the parties thereto and the pledge of shares
         contemplated thereby shall have been made and perfected.

         (c) The Distribution Agreement shall continue to be in full force and
    effect; and

         (d) Neither the Company, nor the Company Shareholders shall have
    breached any obligation set forth in any of the agreements in force between
    any of them and LLSSA and/or Danone or the Lender.


                                       36

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01. Representations and Warranties of the Company. The
Company represents and warrants as follows:

         (a) The Company is a sociedad anonima duly organized, validly existing
    and in good standing under the laws of Argentina.

         (b) The execution, delivery and performance by the Company of this
    Agreement and the CGD Note and by each Subsidiary Guarantor of its
    Subsidiary Guarantee, and the consummation of the transactions contemplated
    hereby, are within the Company's, and at the time of the execution of such
    Subsidiary Guarantee, will be within such Subsidiary Guarantor's, corporate
    powers, have been and, at the time of the execution of such Subsidiary
    Guarantee, will have been, duly authorized by all necessary corporate action
    of the Company or such Subsidiary Guarantor, as the case may be, and do not
    and, at the time of the execution of such Subsidiary Guarantee, will not,
    contravene (i) the Company's or such Subsidiary Guarantor's, as the case may
    be, charter or by-laws or (ii) Law or any contractual restriction binding on
    or affecting the Company or such Subsidiary Guarantor, as the case may be.

         (c) No authorization or approval or other action by, and no notice to
    or filing with, any governmental authority or regulatory body or any other
    third party is required for the due execution, delivery and performance by
    the Company of this Agreement or the CGD Note or, at the time of execution
    of a Subsidiary Guarantee, will be required for the due execution, delivery
    and performance by the relevant Subsidiary Guarantor of its Subsidiary
    Guarantee, except, in each such case, such as have or will have been duly
    obtained, taken or given.

         (d) This Agreement has been, and the CGD Note and the Subsidiary
    Guarantees when delivered hereunder will have been, duly executed and
    delivered by the Company or relevant Subsidiary Guarantor, as the case may
    be. This Agreement is, and the CGD Note and the Subsidiary Guarantees when
    delivered hereunder will be, the legal, valid and binding obligation of the
    Company or the relevant Subsidiary Guarantor, as the case may be,
    enforceable against the Company or the relevant Subsidiary Guarantor, as the
    case may be, in accordance with their respective terms.

         (e) The Company has not paid to its other creditors any amount of past
    due interest owed to them since the Company defaulted its debts (other than
    as provided in the restructuring documents), which have been cancelled as a
    consequence of the compliance of the restructuring process.

         (f) The consolidated financial statements of the Company as at December
    31, 2003, accompanied by an opinion of Deloitte & Co., S.R.L., independent
    public accountants, and the unaudited consolidated financial statements of
    the Company as at September 30, 2004, copies of which have been furnished to
    the Lender, fairly present the consolidated financial condition of the
    Company as at such dates and the consolidated



                                       37


    results of the operations of the Company for the year and nine-month period
    ended on such dates, respectively, all in accordance with GAAP. Since
    September 30, 2004, there has been no material adverse change in the
    consolidated financial condition or results of operations of the Company.

                                   ARTICLE V
                            COVENANTS OF THE COMPANY

         SECTION 5.01. Covenants. So long as the CGD Note shall remain unpaid:

                  (A) Company May Consolidate, Etc., Only on Certain Terms. (a)
         The Company will not, in a single transaction or through a series of
         transactions, consolidate with or merge with or into any other Person
         (other than a Restricted Subsidiary) or sell, assign, convey, transfer,
         lease or otherwise dispose of all or substantially all of its
         properties and assets as an entirety to any other Person or Persons
         (other than a Restricted Subsidiary) or permit any of its Restricted
         Subsidiaries to enter into any such transaction or series of
         transactions if such transaction or series of transactions, in the
         aggregate, would result in the sale, assignment, conveyance, transfer,
         lease or other disposition of all or substantially all of the
         properties and assets of the Company and its Restricted Subsidiaries on
         a consolidated basis as an entirety to any other Person or Persons
         (other than a Restricted Subsidiary), unless at the time and
         immediately after giving effect thereto:

                           (i) either (x) if the transaction is a consolidation
                  or merger, the Company will be the continuing corporation or
                  (y) the Person (if other than the Company) formed by such
                  consolidation or into which the Company or such Restricted
                  Subsidiary is merged or the Person that acquires by sale,
                  assignment, conveyance, transfer, lease or disposition all or
                  substantially all the properties and assets of the Company and
                  its Restricted Subsidiaries on a consolidated basis as an
                  entirety (the "SURVIVING ENTITY") (A) will be a corporation
                  duly organized and validly existing under the laws of
                  Argentina, and (B) will expressly assume, by a supplemental
                  agreement, in form satisfactory to the Lender, the Company's
                  obligation for the due and punctual payment of the principal
                  of, premium, if any, and interest (and Additional Amounts, if
                  any) on the CGD Note and the performance and observance of
                  every covenant of this Agreement on the part of the Company to
                  be performed or observed;

                           (ii) immediately after giving effect to such
                  transaction or series of transactions on a pro forma basis
                  (and treating any obligation of the Company or any Restricted
                  Subsidiary incurred in connection with or as a result of such
                  transaction or series of transactions as having been incurred
                  at the time of such transaction), no Default or Event of
                  Default will have occurred and be continuing;

                           (iii) immediately after giving effect to such
                  transaction or series of transactions on a pro forma basis
                  (and treating any obligation of the Company or any Restricted
                  Subsidiary incurred in connection with or as a result of such




                                       38

                  transaction or series of transactions as having been incurred
                  at the time of such transaction), the Consolidated Net Worth
                  of the Company (or of the Surviving Entity if the Company is
                  not the continuing obligor under this Agreement) is equal to
                  or greater than the Consolidated Net Worth of the Company
                  immediately prior to such transaction or series of
                  transactions;

                           (iv) immediately after giving effect to such
                  transaction or series of transactions on a pro forma basis (on
                  the assumption that the transaction or series of transactions
                  occurred on the first day of the four-quarter period used to
                  calculate the Company's Consolidated Fixed Charge Coverage
                  Ratio with the appropriate adjustments with respect to the
                  transaction or series of transactions being included in such
                  pro forma calculation), the Company (or the Surviving Entity
                  if the Company is not the continuing obligor under this
                  Agreement) could incur at least US$1.00 of additional
                  Indebtedness (other than Permitted Indebtedness) in accordance
                  with the provisions hereof exclusive of Section
                  5.01(J)(a)(ii)(y)(2);

                           (v) each Subsidiary Guarantor, if any, unless it is
                  the other party to the transactions described above, shall
                  have by supplemental agreement confirmed that its Subsidiary
                  Guarantee will apply to such Person's obligations under this
                  Agreement and the CGD Note;

                           (vi) if any of the property or assets of the Company
                  or any of its Restricted Subsidiaries would thereupon become
                  subject to any Lien, the provisions of Section 5.01(N) are
                  complied with; and

                           (vii) the Company or the Surviving Entity shall have
                  delivered to the Lender, in form and substance reasonably
                  satisfactory to the Lender, an Officers' Certificate
                  (attaching the computations to demonstrate compliance with
                  clauses (iii) and (iv) above) and an Opinion of Counsel, each
                  stating that such consolidation, merger, sale, assignment,
                  conveyance, transfer, lease or other disposition, and if a
                  supplemental agreement is required in connection with such
                  transaction, such supplemental agreement, comply with the
                  requirements of this Agreement and that all conditions
                  precedent therein provided for relating to such transaction
                  have been complied with.

                  (b) Each Subsidiary Guarantor, if any, will not, and the
         Company will not permit a Subsidiary Guarantor to, in a single
         transaction or through a series of transactions, consolidate with or
         merge with or into any other Person (other than the Company or any
         Subsidiary Guarantor) or sell, assign, convey, transfer, lease or
         otherwise dispose of all or substantially all of its properties and
         assets as an entirety to any other Person or Persons (other than the
         Company or any Subsidiary Guarantor) or permit any of its Restricted
         Subsidiaries to enter into any such transaction or series of
         transactions if such transaction or series of transactions, in the
         aggregate, would result in the sale, assignment, conveyance, transfer,
         lease or disposition of all or substantially all of the properties and
         assets of such Subsidiary Guarantor and its Restricted Subsidiaries




                                       39
         on a consolidated basis as an entirety to any other Person or Persons
         (other than the Company or any Subsidiary Guarantor), unless at the
         time and after giving effect thereto:

                           (i) either (x) if the transaction is a consolidation
                  or merger, such Subsidiary Guarantor will be the continuing
                  corporation or (y) the Person (if other than such Subsidiary
                  Guarantor) formed by such consolidation or into which such
                  Subsidiary Guarantor or its Restricted Subsidiary is merged or
                  the Person that acquires by sale, assignment, conveyance,
                  transfer, lease or disposition all or substantially all of the
                  properties and assets of such Subsidiary Guarantor and its
                  Restricted Subsidiaries on a consolidated basis as an entirety
                  (the "SURVIVING GUARANTOR ENTITY") will be a corporation duly
                  organized and validly existing under (A) the laws of Argentina
                  or (B) the laws of the jurisdiction in which such Subsidiary
                  Guarantor was organized and will expressly assume by a
                  supplemental agreement in form satisfactory to the Lender, all
                  the obligations of such Subsidiary Guarantor under its
                  Subsidiary Guarantee;

                           (ii) immediately after giving effect to such
                  transaction or series of transactions on a pro forma basis
                  (and treating any obligation of the Subsidiary Guarantor, the
                  Company or any Restricted Subsidiary incurred in connection
                  with or as a result of such transaction or series of
                  transactions as having been incurred at the time of such
                  transaction), no Default or Event of Default will have
                  occurred and be continuing; and

                           (iii) such Subsidiary Guarantor or the Surviving
                  Guarantor Entity will have delivered to the Lender an
                  Officers' Certificate and an Opinion of Counsel, each stating
                  that such consolidation, merger, sale, assignment, conveyance,
                  transfer, lease or disposition and such supplemental agreement
                  comply with the requirements of this Agreement and that all
                  conditions precedent therein provided for relating to such
                  transaction have been complied with.

                  (B) Successor Substituted. Upon any consolidation or merger,
         or any sale, assignment, conveyance, transfer, lease or disposition of
         all or substantially all of the properties and assets of the Company or
         any Subsidiary Guarantor in accordance with Section 5.01(A), (B) and
         (C) in which the Company or the Subsidiary Guarantor, as the case may
         be, is not the continuing obligor under this Agreement or the
         Subsidiary Guarantee, the Surviving Entity or Surviving Guarantor
         Entity, as the case may be, shall succeed to, and be substituted for,
         and may exercise every right and power of, the Company under this
         Agreement or the Subsidiary Guarantor under the Subsidiary Guarantee,
         as the case may be, with the same effect as if such successor had been
         named as the Company or the Subsidiary Guarantor therein. When a
         successor assumes all the obligations of its predecessor under this
         Agreement, the CGD Note or a Subsidiary Guarantee, the predecessor
         shall be released from those obligations; provided that, in the case of
         a transfer by lease, the predecessor shall not be released from the
         payment of principal, premium, if any (and Additional Amounts, if any),
         and interest on the CGD Note or such Subsidiary Guarantee, as the case
         may be.


                                       40

                  (C) CGD Note to Be Secured in Certain Events. If, upon any
         consolidation or merger of the Company or any Subsidiary Guarantor with
         or into any other Person, or upon any sale, assignment, conveyance,
         transfer, lease or disposition of the property of the Company or any
         Subsidiary Guarantor substantially as an entirety to any other Person,
         any property or assets of the Company or any Subsidiary Guarantor, as
         the case may be, would thereupon become subject to any Lien, then
         unless such Lien could be created pursuant to Section 5.01(N) without
         securing the CGD Note, the Company or such Subsidiary Guarantor, as the
         case may be, prior to or simultaneously with such consolidation,
         merger, sale, assignment, conveyance, lease, transfer or disposition,
         will as to such property or assets, secure the CGD Note then
         outstanding (together with, if the Company or such Subsidiary
         Guarantor, as the case may be, shall so determine, any other
         Indebtedness of the Company now existing or hereinafter created which
         is not subordinate in right of payment to the CGD Note) equally and
         ratably with (or prior to) the Indebtedness which upon such
         consolidation, sale, assignment, merger, conveyance, lease, transfer or
         disposition is to become secured as to such property or assets by such
         Lien, or will cause such CGD Note to be so secured.

                  (D) Corporate Existence. Subject to Sections 5.01(A), (B) and
         (C), the Company will do or cause to be done all things necessary to
         preserve and keep in full force and effect the corporate existence,
         rights (charter and statutory) and franchises of the Company and each
         Subsidiary; provided, however, that the Company shall not be required
         to preserve any such right or franchise if the Board of Directors shall
         determine that the preservation thereof is no longer desirable in the
         conduct of the business of the Company and its Subsidiaries as a whole
         and that the loss thereof is not disadvantageous in any material
         respect to the Lender.

                  (E) Payment of Taxes and Other Claims. The Company will pay or
         discharge or cause to be paid or discharged, before the same shall
         become delinquent, (a) all taxes, assessments and governmental charges
         levied or imposed upon the Company or any Subsidiary or upon the
         income, profits or property of the Company or any Subsidiary and (b)
         all lawful claims for labor, materials and supplies, which, if unpaid,
         might by law become a lien upon the property of the Company or any
         Subsidiary; provided, however, that the Company shall not be required
         to pay or discharge or cause to be paid or discharged any such tax,
         assessment, charge or claim whose amount, applicability or validity is
         being contested in good faith by appropriate proceedings.

                  (F) Maintenance of Properties. The Company will cause all
         properties owned by the Company or any Subsidiary or used or held for
         use in the conduct of its business or the business of any Subsidiary to
         be maintained and kept in good condition, repair and working order and
         supplied with all necessary equipment and will cause to be made all
         necessary repairs, renewals, replacements, betterments and improvements
         thereof, all as in the judgment of the Company may be necessary so that
         the business carried on in connection therewith may be properly and
         advantageously conducted at all times; provided, however, that nothing
         in this subsection shall prevent the Company from discontinuing the
         maintenance of any of such properties if such discontinuance is, in the
         judgment of the Company, desirable in the conduct of its business or
         the business of any Subsidiary and not disadvantageous in any material
         respect to the Lenders.


                                       41

                  (G) Insurance. The Company will at all times keep all of its
         and its Subsidiaries' properties which are of an insurable nature
         insured with insurers, believed by the Company to be responsible,
         against loss or damage to the extent that property of similar character
         is usually so insured by corporations similarly situated and owning
         like properties.

                  (H) Statement by Officers as to Default. (a) The Company will
         deliver to the Lender, within 90 days after the end of each fiscal year
         and 60 days after the end of each fiscal quarter, a brief certificate
         from the principal executive officer, principal financial officer or
         principal accounting officer as to his or her knowledge of the
         Company's compliance with all conditions and covenants under this
         Agreement. For purposes of this subsection, such compliance shall be
         determined without regard to any period of grace or requirement of
         notice under this Agreement.

                  (b) When any Default has occurred and is continuing under this
         Agreement, the Company shall deliver to the Lender by registered or
         certified mail or by telex or facsimile transmission an Officers'
         Certificate specifying such event within ten Business Days of its
         occurrence.

                  (I) [Intentionally Omitted.]

                  (J) Limitation on Indebtedness. (a) (i) The Company will not,
         and will not permit any of its Restricted Subsidiaries to, directly or
         indirectly, create, incur, assume, guarantee or otherwise become liable
         with respect to (collectively, "incur") any Indebtedness (including
         without limitation Acquired Indebtedness), and (ii) the Company will
         not permit any of its Restricted Subsidiaries to issue (except if
         issued to or owned beneficially and of record by the Company or any of
         its Restricted Subsidiaries) any Preferred Stock; provided that (x) the
         Company and its Restricted Subsidiaries may incur Permitted
         Indebtedness and (y) the Company may incur Indebtedness if, after
         giving effect thereto, (1) the Consolidated Fixed Charge Coverage Ratio
         on the date thereof would be at least 2.25 to 1.00 and (2) the
         Consolidated Indebtedness Ratio on the date thereof would be not more
         than 4.00 to 1.00, in each case determined on a pro forma basis as if
         the incurrence of such additional Indebtedness, and the application of
         the net proceeds therefrom, had occurred at the beginning of the
         four-quarter period used to calculate the Company's Consolidated Fixed
         Charge Coverage Ratio.

                  (b) The Company will not, and will not permit any Subsidiary
         Guarantor to, incur any Indebtedness that is expressly subordinated to
         any other Indebtedness of the Company or such Subsidiary Guarantor
         unless such Indebtedness by its terms is also expressly made
         subordinated to the CGD Note, in the case of the Company, or the
         relevant Subsidiary Guarantee, in the case of a Subsidiary Guarantor.

                  (K) Limitation on Restricted Payments. (a) The Company will
         not, and will not permit any Restricted Subsidiary to, directly or
         indirectly, take any of the following actions:


                                       42

                           (i) declare or pay any dividend on, or make any
                  distribution to holders of, any shares of the Capital Stock of
                  the Company (other than dividends or distributions payable
                  solely in shares of its Qualified Capital Stock or in options,
                  warrants or other rights to acquire such shares of Qualified
                  Capital Stock);

                           (ii) purchase, redeem or otherwise acquire or retire
                  for value, directly or indirectly, any shares of Capital Stock
                  of the Company or any options, warrants or other rights to
                  acquire such shares of Capital Stock;

                           (iii) make any principal payment on, or repurchase,
                  redeem, defease or otherwise acquire or retire for value,
                  prior to any scheduled principal payment, sinking fund payment
                  or final maturity, any Subordinated Indebtedness;

                           (iv) make any Investment (other than any Permitted
                  Investment) in any Person (including, without limitation, any
                  Unrestricted Subsidiary); or

                           (v) (x) declare or pay any dividend or distribution
                  on any Capital Stock of any Restricted Subsidiary (other than
                  to the Company or any wholly owned Restricted Subsidiary) or
                  (y) purchase, redeem or otherwise acquire or retire for value
                  any Capital Stock of any Restricted Subsidiary held by any
                  Affiliate of the Company (other than another Restricted
                  Subsidiary),

         (such payments or other actions described in (but not excluded from)
         clauses (i) through (v) are collectively referred to as "RESTRICTED
         PAYMENTS"), unless at the time of, and immediately after giving effect
         to, the proposed Restricted Payment (the amount of any such Restricted
         Payment, if other than cash, as determined by the Board of Directors of
         the Company, whose determination shall be conclusive and evidenced by a
         Board Resolution), (x) no Default or Event of Default shall have
         occurred and be continuing, (y) the Company could incur at least
         US$1.00 of additional Indebtedness (other than Permitted Indebtedness)
         in accordance with the provisions hereof exclusive of Section
         5.01(J)(a)(ii)(y)(2) and (z) the aggregate amount of all Restricted
         Payments declared or made after the first day of the fiscal quarter of
         the Company in which the Original Issue Date occurs shall not exceed
         the sum of:

                                    (A) 50% of the Consolidated Net Income of
                  the Company accrued on a cumulative basis during the period
                  (taken as one accounting period) beginning on the first day of
                  the fiscal quarter of the Company in which the Original Issue
                  Date occurs and ending on the last day of the Company's latest
                  fiscal quarter ending prior to the date of such proposed
                  Restricted Payment for which consolidated financial
                  information for the Company and its Restricted Subsidiaries is
                  available (or, if such aggregate cumulative Consolidated Net
                  Income shall be a loss, minus 100% of such loss), plus

                                    (B) the aggregate net proceeds, including
                  the fair market value of property other than cash (as
                  determined by the Board of Directors, whose good faith
                  determination will be conclusive; provided that, for any
                  property whose fair market value exceeds US$2,000,000 (or, to
                  the extent non-US Dollar



                                       43

                  denominated the US Dollar Equivalent of such amount), either
                  the Company shall have completed a Qualified Equity Offering
                  or such fair market value shall be confirmed by an independent
                  appraisal from a recognized appraiser provided by the Company)
                  received after the Original Issue Date by the Company as
                  capital contributions, or from the issuance or sale (other
                  than to a Restricted Subsidiary) of shares of Qualified
                  Capital Stock of the Company (including upon the exercise of
                  options, warrants or rights) or warrants, options or rights to
                  purchase shares of Qualified Capital Stock of the Company
                  (excluding any Qualified Capital Stock, or warrants, options
                  or rights to purchase shares of Qualified Capital Stock with
                  respect to which the purchase price thereof has been financed
                  directly or indirectly using funds (x) borrowed from the
                  Company or from any Restricted Subsidiary, unless and until
                  and to the extent such borrowing is repaid or (y) contributed,
                  extended, guaranteed or advanced by the Company or by any
                  Restricted Subsidiary (including, without limitation, in
                  respect of any employee stock ownership or benefit plan)),
                  plus

                                    (C) the amount by which Indebtedness is
                  reduced on a consolidated balance sheet of the Company
                  prepared in accordance with GAAP upon the conversion or
                  exchange subsequent to the Original Issue Date of any
                  Indebtedness of the Company or a Restricted Subsidiary for
                  Qualified Capital Stock (less the amount of any cash, or the
                  fair market value of any property other than cash (as
                  determined by the Board of Directors, whose good faith
                  determination will be conclusive; provided that, for any
                  property whose fair market value exceeds US$2,000,000 (or, to
                  the extent non-US Dollar denominated, the US Dollar Equivalent
                  of such amount), either the Company shall have completed a
                  Qualified Equity Offering or such fair market value shall be
                  confirmed by an independent appraisal from a recognized
                  appraiser provided by the Company) distributed by the Company
                  upon such conversion or exchange); provided, however, that the
                  foregoing amount shall not exceed the Net Cash Proceeds
                  received by the Company or any Restricted Subsidiary from the
                  sale of such Indebtedness (excluding Net Cash Proceeds from
                  sales to a Restricted Subsidiary or to an employee stock
                  ownership plan or to a trust established by the Company or any
                  of its Restricted Subsidiaries for the benefit of its
                  employees); plus

                                    (D) to the extent not otherwise included in
                  the Consolidated Net Income of the Company, an amount equal to
                  the sum of (i) the net reduction in Investments in any Person
                  (other than reductions in Permitted Investments) resulting
                  from the payment in cash of interest on Indebtedness,
                  dividends, repayments of loans or advances, or other transfers
                  of assets, in each case to the Company or any Restricted
                  Subsidiary after the Original Issue Date from such Person and
                  (ii) the portion (proportionate to the Company's equity
                  interest in such Subsidiary) of the Fair Market Value of the
                  net assets of any Unrestricted Subsidiary at the time such
                  Unrestricted Subsidiary is designated a Restricted Subsidiary;
                  provided, however, that in the case of (i) or (ii) above the
                  foregoing sum shall not exceed the amount of Investments
                  previously made (and treated as a




                                       44

                  Restricted Payment) by the Company or any Restricted
                  Subsidiary in such Person or Unrestricted Subsidiary.

                  (b) Notwithstanding paragraph (a) above, the Company and any
         Restricted Subsidiary may take the following actions (so long as, with
         respect to clauses (iv) and (v) below, no Default or Event of Default
         shall have occurred and be continuing):

                           (i) the payment of any dividend within 60 days after
                  the date of declaration thereof, if at such date of
                  declaration the payment of such dividend would have complied
                  with the provisions of paragraph (a) above and such payment
                  will be deemed to have been paid on such date of declaration
                  for purposes of the calculation required by paragraph (a)
                  above;

                           (ii) the purchase, redemption or other acquisition or
                  retirement for value of any shares of Capital Stock of the
                  Company in exchange for, or out of the net cash proceeds of a
                  substantially concurrent issuance and sale (other than to a
                  Restricted Subsidiary) of, shares of Qualified Capital Stock
                  of the Company;

                           (iii) the purchase, redemption, defeasance or other
                  acquisition or retirement for value of any Subordinated
                  Indebtedness in exchange for, or out of the net cash proceeds
                  of a substantially concurrent issuance and sale (other than to
                  a Restricted Subsidiary) of, shares of Qualified Capital Stock
                  of the Company;

                           (iv) the purchase, redemption, defeasance or other
                  acquisition or retirement for value of Subordinated
                  Indebtedness in exchange for, or out of the net cash proceeds
                  of a substantially concurrent incurrence (other than to a
                  Restricted Subsidiary) of, new Subordinated Indebtedness so
                  long as (A) the principal amount of such new Subordinated
                  Indebtedness does not exceed the principal amount (or, if such
                  Subordinated Indebtedness being refinanced provides for an
                  amount less than the principal amount thereof to be due and
                  payable upon a declaration of acceleration thereof, such
                  lesser amount as of the date of determination) of the
                  Subordinated Indebtedness being so purchased, redeemed,
                  defeased, acquired or retired, (B) such new Subordinated
                  Indebtedness is subordinated to the CGD Note to the same
                  extent as such Subordinated Indebtedness and (C) such new
                  Subordinated Indebtedness has (x) an Average Life longer than
                  the Average Life of the Subordinated Indebtedness so
                  purchased, redeemed, defeased, acquired or retired plus one
                  year and (y) a final Stated Maturity of principal later than
                  the final Stated Maturity of principal of the Subordinated
                  Indebtedness so purchased, redeemed, defeased, acquired or
                  retired plus one year; and

                           (v) make other Restricted Payments in an aggregate
                  amount not in excess of US$5,000,000 (or, to the extent non-US
                  Dollar denominated, the US Dollar Equivalent of such amount).

                  The actions described in clauses (ii), (iii) and (v) of this
         paragraph (b) shall be Restricted Payments that shall be permitted to
         be taken in accordance with this paragraph



                                       45

         (b) but shall reduce the amount that would otherwise be available for
         Restricted Payments under clause (3) of paragraph (a) above and the
         actions described in clauses (i) and (iv) of this paragraph (b) shall
         be Restricted Payments that shall be permitted to be taken in
         accordance with this paragraph (b) and shall not (except, in the case
         of clauses (i), to the extent of the deemed payment therein described)
         reduce the amount that would otherwise be available for Restricted
         Payments under clause (3) of paragraph (a).

                  (c) In computing Consolidated Net Income of the Company under
         paragraph (a) above, (1) the Company shall use audited financial
         statements for the portions of the relevant period for which audited
         financial statements are available on the date of determination and
         unaudited financial statements and other current financial data based
         on the books and records of the Company for the remaining portion of
         such period and (2) the Company shall be permitted to rely in good
         faith on the financial statements and other financial data derived from
         the books and records of the Company that are available on the date of
         determination.

                  (L) Limitation on Issuances and Sales of Capital Stock of
         Restricted Subsidiaries. The Company will not permit any Restricted
         Subsidiary to issue or sell any Capital Stock (other than to the
         Company or a wholly-owned Restricted Subsidiary); provided, however,
         that this covenant shall not prohibit any issuance or sale of the
         Capital Stock of any Restricted Subsidiary if immediately after giving
         effect to such issuance or sale, such Restricted Subsidiary would no
         longer constitute a Restricted Subsidiary and any Investment in such
         Person remaining after giving effect to such issuance or sale would
         have been permitted to be made under Section 5.01(K) hereof if made on
         the date of such issuance or sale.

                  (M) Limitation on Transactions with Affiliates. The Company
         will not, and will not permit any Restricted Subsidiary to, directly or
         indirectly, enter into or suffer to exist any transaction or series of
         related transactions (each of the foregoing, an "AFFILIATE
         TRANSACTION") (including, without limitation, the sale, purchase,
         exchange or lease of assets, property or services) with, or for the
         benefit of, any Affiliate of the Company or any Restricted Subsidiary
         (other than Exempted Affiliate Transactions), unless (i) such Affiliate
         Transaction is fair from a financial point of view to the Company or
         such Restricted Subsidiary, as the case may be, and is on terms that
         are no less favorable to the Company or such Restricted Subsidiary, as
         the case may be, than those that could have been obtained in an
         arm's-length transaction with third parties that are not Affiliates,
         (ii) with respect to any Affiliate Transaction involving aggregate
         consideration equal to or greater than US$5,000,000 (or, to the extent
         non-US Dollar denominated, the US Dollar Equivalent of such amount),
         the Company will deliver an officer's certificate to the Lender
         certifying that such Affiliate Transaction complies with clause (i)
         above and such Affiliate Transaction has been approved by a majority of
         the Disinterested Directors of the Company or, in the event no members
         of the Board of Directors of the Company are Disinterested Directors
         with respect to any Affiliate Transaction included in this clause (ii),
         the Company will obtain a written opinion from a recognized U.S.
         investment banking firm, appraisal firm or independent public
         accounting firm certifying that such Affiliate Transaction is fair to
         the Company or its Restricted Subsidiary, as the case may be, from a
         financial point of view and (iii) with respect to any Affiliate
         Transaction



                                       46

         involving aggregate consideration in excess of US$10,000,000 (or, to
         the extent non-US Dollar denominated, the US Dollar Equivalent of such
         amount), the Company will obtain a written opinion from a recognized
         United States investment banking firm, appraisal firm or independent
         public accounting firm to the effect set forth in the preceding clause
         (ii).

                  (N) Limitation on Liens. The Company will not, and will not
         permit any Restricted Subsidiary to, directly or indirectly, create,
         incur, assume or suffer to exist any Lien of any kind (other than
         Permitted Liens) on or with respect to any of its property or assets,
         including any shares of stock or indebtedness of any Restricted
         Subsidiary, whether owned at the Original Issue Date or thereafter
         acquired, or any income, profits or proceeds therefrom, or assign or
         otherwise convey any right to receive income thereon, unless (x) in the
         case of any Lien securing Subordinated Indebtedness, the Floating Rate
         Notes are secured by a Lien on such property, assets or proceeds that
         is senior in priority to such Lien and (y) in the case of any other
         Lien, the CGD Note is equally and ratably secured with the obligation
         or liability secured by such Lien.

                  (O) Limitation on Issuances of Guarantees by Restricted
         Subsidiaries. The Company will not permit any Restricted Subsidiary
         that is not a Subsidiary Guarantor, directly or indirectly, to
         Guarantee any Indebtedness of the Company which is pari passu with or
         subordinate in right of payment to the CGD Note ("OTHER GUARANTEED
         INDEBTEDNESS"), unless (i) such Guarantee is otherwise permitted under
         the terms of this Agreement, (ii) such Restricted Subsidiary
         simultaneously executes and delivers a supplemental agreement to this
         Agreement providing for a Guarantee of the CGD Note by such Restricted
         Subsidiary and (iii) such Restricted Subsidiary waives and will not in
         any manner whatsoever claim or take the benefit or advantage of, any
         rights of reimbursement, indemnity or subrogation or any other rights
         against the Company as a result of any payment by such Restricted
         Subsidiary under such Subsidiary Guarantee. If the Other Guaranteed
         Indebtedness is (A) pari passu with the CGD Note, then the guarantee of
         such Other Guaranteed Indebtedness shall be pari passu with, or
         subordinated to, such Subsidiary Guarantee, or (B) subordinated to the
         CGD Note, then the guarantee of such Other Guaranteed Indebtedness
         shall be subordinated to the Subsidiary Guarantee at least to the
         extent that the Other Guaranteed Indebtedness is subordinated to the
         CGD Note.

                  Notwithstanding the foregoing, any Subsidiary Guarantee by a
         Restricted Subsidiary may provide by its terms that it shall be
         automatically and unconditionally released and discharged upon (i) any
         sale, exchange or transfer, to any Person not an Affiliate of the
         Company, of all of the Company's and each Restricted Subsidiary's
         Capital Stock in, or all or substantially all the assets of, such
         Restricted Subsidiary (which sale, exchange or transfer is not
         prohibited by the Agreement) or (ii) the release or discharge of the
         Guarantee which resulted in the creation of such Subsidiary Guarantee,
         except a discharge or release by or as a result of payment by such
         Restricted Subsidiary under such Guarantee.

                  (P) Purchase of the CGD Note upon a Change of Control. (a) If
         a Change of Control shall occur at any time, then the Lender shall have
         the right to require that the




                                       47


         Company purchase the CGD Note, in whole or in part, at a purchase price
         (the "CHANGE OF CONTROL PURCHASE PRICE") in cash in an amount equal to
         101% of the principal amount thereof, plus accrued and unpaid interest,
         if any, to the date of purchase (the "CHANGE OF CONTROL PURCHASE
         DATE"), pursuant to the offer and the other procedures described in
         paragraphs (b) and (c) of this subsection (the "CHANGE OF CONTROL
         OFFER").

                  (b) Immediately after the occurrence of any Change of Control,
         the Company shall notify the Lender in writing thereof and give written
         notice of such Change of Control to the Lender in the manner provided
         in Section 8.02, stating:

                           (i) that a Change in Control has occurred and that
                  the Lender has the right to require the Company to repurchase
                  the CGD Note at the Change of Control Purchase Price;

                           (ii) the circumstances and relevant facts regarding
                  such Change in Control (including but not limited to
                  information with respect to pro forma historical income, cash
                  flow and capitalization after giving effect to such Change in
                  Control);

                           (iii) the Change of Control Purchase Price and the
                  Change of Control Purchase Date, which shall be a Business Day
                  no earlier than 30 days nor later than 60 days from the date
                  such notice is mailed;

                           (iv) that the CGD Note if validly tendered will be
                  accepted for payment and that the CGD Note if not tendered
                  shall continue to accrue interest;

                           (v) that, unless the Company defaults in the payment
                  of the Change of Control Purchase Price, the CGD Note accepted
                  for payment pursuant to the Change of Control Offer shall
                  cease to accrue interest after the Change of Control Purchase
                  Date; and

                           (vi) the instructions that the Lender must follow to
                  accept a Change of Control Offer or to withdraw such
                  acceptance in accordance with paragraph (c) of this
                  subsection.

                  (c) If the Lender elects to have the CGD Note purchased, it
         will be required to surrender the CGD Note to the Company at the
         address specified in the notice together with the election notice where
         the Lender requires the Company the purchase of the CGD Note. The
         Lender will be entitled to withdraw its election if the Company
         receives, not later than three Business Days prior to the Change of
         Control Purchase Date, a telex, facsimile transmission or letter
         setting forth a statement that the Lender is withdrawing his election
         to have the CGD Note purchased. If the Lender's CGD Note is purchased
         only in part, it will be issued a new CGD Note equal in principal
         amount to the unpurchased portion of the CGD Note surrendered.

                  (d) The Company shall not, and shall not permit any Restricted
         Subsidiary to, create or permit to exist or become effective any
         restriction (other than restrictions



                                       48

         existing under Indebtedness as in effect on the Original Issue Date and
         any refinancings thereof) that would materially impair the ability of
         the Company to make a Change of Control Offer to purchase the CGD Note
         or, if such Change of Control Offer is made, to pay for the CGD Note
         tendered for purchase.

                  (e) The Company shall make the Change of Control Offer in
         accordance with the applicable law.

                  (Q) Limitation on Sale of Assets. (a) The Company will not,
         and will not permit any Restricted Subsidiary to, engage in any Asset
         Sale unless (i) the consideration received by the Company or such
         Restricted Subsidiary for such Asset Sale is not less than the Fair
         Market Value of the assets sold, (ii) the aggregate Fair Market Value
         of the consideration received from any Asset Sale that is not in the
         form of cash or Cash Equivalents shall not, when aggregated with the
         Fair Market Value of all other non-cash consideration received by the
         Company and its Restricted Subsidiaries from all previous Asset Sales
         since the Original Issue Date that have not, prior to such date, been
         converted to cash or Cash Equivalents, exceed five percent of the
         Consolidated Tangible Assets of the Company at the time of the Asset
         Sale under consideration; and provided that, with respect to any Asset
         Sales to Affiliates of the Company, the Company receives consideration
         consisting of no less than 85% cash or Cash Equivalents and (iii)
         immediately before and immediately after giving effect to such Asset
         Sale, no Default or Event of Default shall have occurred and be
         continuing. For purposes of clause (ii) above, any Indebtedness or
         other liabilities (as shown on the Company's or such Subsidiary's most
         recent balance sheet) of the Company or any Subsidiary (other than
         contingent liabilities) that are assumed by the transferee in
         connection with an Asset Sale shall be deemed to be Cash Equivalents,
         but only to the extent such assumption is effected on a basis under
         which there is no recourse to the Company or any Subsidiary of the
         Company with respect to such Indebtedness or other liabilities.

                  (b) If the Company or any Restricted Subsidiary engages in an
         Asset Sale, the Company may use the Net Cash Proceeds thereof, within
         12 months after such Asset Sale, to (i) permanently repay or prepay any
         then outstanding senior Indebtedness of the Company or senior
         Indebtedness of any Restricted Subsidiary or (ii) invest (or enter into
         a legally binding commitment to invest) in properties and assets to
         replace the properties and assets that were the subject of the Asset
         Sale or in properties and assets that will be used in any line or lines
         of business of the Company or its Restricted Subsidiaries on the
         Original Issue Date or which are related, ancillary or complementary
         thereto; provided that any such investment shall be completed within 24
         months of such Asset Sale. The amount of such Net Cash Proceeds not so
         used as set forth above in this paragraph (b) constitutes "EXCESS
         PROCEEDS", provided that no investment commitment referred to in clause
         (ii) above shall constitute a use of Net Cash Proceeds unless such Net
         Cash Proceeds are actually so invested within 24 months of such Asset
         Sale.

                  (c) When the aggregate amount of Excess Proceeds exceeds
         US$5,000,000 (or, to the extent non-US Dollar denominated, the US
         Dollar Equivalent of such amount), the Company shall, within 20
         Business Days, make an offer to purchase for cash at par plus interest
         accrued but unpaid (an "EXCESS PROCEEDS OFFER") from the Lender and the



                                       49

         Lenders under the Loan Agreement, on a pro rata basis, in accordance
         with the procedures set forth in this Agreement, the Indenture and the
         applicable law, the maximum principal amount (computed on the basis of
         the US Dollar Equivalent of such principal amount in the case of
         Floating Rate Notes that are non-US Dollar denominated) of the CGD Note
         and the Floating Rate Notes that may be purchased with the Excess
         Proceeds multiplied by a fraction the numerator of which is the
         aggregate principal amount, as so computed, of the CGD Note and the
         Floating Rate Notes outstanding on the day such offer is made and the
         denominator of which is such principal amount, as so computed, plus the
         aggregate principal amount of the Senior Notes outstanding on such
         date, such maximum principal amount being the "FLOATING RATE NOTES
         EXCESS PROCEEDS AMOUNT". If the aggregate principal amount, as so
         computed, of the CGD Note and the Floating Rate Notes validly tendered
         and not withdrawn by holders thereof exceeds the CGD Note and the
         Floating Rate Notes Excess Proceeds Amount, the CGD Notes and Floating
         Rate Notes to be purchased will be selected on a pro rata basis (based
         upon the principal amount, as so computed, of the CGD Note and the
         Floating Rate Notes tendered by each Lender). Upon completion of such
         Excess Proceeds Offer, the Floating Rate Notes Excess Proceeds Amount
         shall be deemed to be zero.

                  (d) The Company shall, within the time period provided in
         paragraph (c) above, notify the Lender in writing of any Excess
         Proceeds Offer and shall give written notice of such Excess Proceeds
         Offer to the Lender in the manner provided in Section 8.02 stating:

                           (i) that the Lender has the right to require the
                  Company to repurchase such Lender's CGD Note at the Offered
                  Price (including any Additional Amounts) subject to proration
                  in the event the Excess Proceeds multiplied by the fraction
                  specified in paragraph (c) above are less than the aggregate
                  Offered Price (including any Additional Amounts) the CGD Note;

                           (ii) the date of purchase of the CGD Note pursuant to
                  the Excess Proceeds Offer (the "ASSET SALE PURCHASE DATE"),
                  which shall be no earlier than 30 days nor later than 60 days
                  from the date such notice is mailed, or such later date as is
                  necessary to comply with requirements under the Exchange Act
                  or any applicable securities laws or regulations;

                           (iii) that if the CGD Note is not tendered, it will
                  continue to accrue interest;

                           (iv) that, unless the Company defaults in the payment
                  of the Offered Price, the CGD Note accepted for payment
                  pursuant to the Excess Proceeds Offer shall cease to accrue
                  interest after the Asset Sale Purchase Date; and

                           (v) the instructions that the Lender must follow to
                  accept an Excess Proceeds Offer or to withdraw such acceptance
                  in accordance with paragraph (e) of this subsection.


                                       50

                  (e) If the Lender elects to have the CGD Note purchased it
         will be required to surrender such CGD Note to the Company at the
         address specified in the notice at least five Business Days prior to
         the Asset Sale Purchase Date. The Lender will be entitled to withdraw
         its election if the Company receives, not later than three Business
         Days prior to the Asset Sale Purchase Date, a telex, facsimile
         transmission or letter setting forth a statement that the Lender is
         withdrawing his election to have the CGD Note purchased. If the CGD
         Note is purchased only in part, the Lender will be issued new CGD Note
         equal in principal amount to the unpurchased portion of the CGD Note
         surrendered.

                  (R) Limitation on Sale and Leaseback Transactions. The Company
         will not, and will not permit any Restricted Subsidiary to, directly or
         indirectly, enter into any Sale and Leaseback Transaction with respect
         to any property or assets (whether now owned or hereafter acquired),
         unless (i) the sale or transfer of such property or assets to be leased
         is treated as an Asset Sale and the Company complies with Section
         5.01(Q) with respect thereto, (ii) the Company or such Restricted
         Subsidiary would be permitted to incur Indebtedness (other than
         Permitted Indebtedness) in accordance with the provisions hereof
         exclusive of clause (a)(ii)(y)(2) of Section 5.01(J) in the amount of
         the Attributable Value incurred in respect of such Sale and Leaseback
         Transaction and (iii) the Company or such Restricted Subsidiary would
         be permitted to grant a Lien under Section 5.01(N) to secure the amount
         of the Attributable Value in respect of such Sale and Leaseback
         Transaction.

                  (S) Limitation on Dividend and Other Payment Restrictions
         Affecting Restricted Subsidiaries. The Company will not, and will not
         permit any Restricted Subsidiary to, directly or indirectly, create or
         otherwise cause or suffer to exist or become effective any encumbrance
         or restriction of any kind on the ability of any Restricted Subsidiary
         to (a) pay dividends, in cash or otherwise, or make any other
         distributions on or in respect of its Capital Stock, (b) pay any
         Indebtedness owed to the Company or any other Restricted Subsidiary,
         (c) make loans or advances to the Company or any other Restricted
         Subsidiary, or (d) transfer any of its properties or assets to the
         Company or any other Restricted Subsidiary (other than customary
         restrictions on transfers of property subject to a Lien permitted under
         this Agreement that would not materially adversely affect the Company's
         ability to satisfy its obligations under the CGD Note and this
         Agreement), except for such encumbrances or restrictions existing under
         or by reason of (i) any agreement in effect on the Original Issue Date
         (any such agreement which relates to a US Dollar amount in excess of
         US$1,000,000 (or, to the extent non-US Dollar denominated, the US
         Dollar Equivalent of such amount) being listed on a schedule attached
         thereto), (ii) applicable law, (iii) customary provisions restricting
         subletting or assignment of any lease or assignment of any other
         contract to which the Company or any Restricted Subsidiary is a party
         or to which any of their respective properties or assets are subject,
         (iv) any agreement or other instrument of a Person, or binding with
         respect to assets, acquired by the Company or any Restricted Subsidiary
         in existence at the time of such acquisition (but not created in
         contemplation thereof), which encumbrance or restriction is not
         applicable to any Person, or the properties or assets of any Person,
         other than the Person, or the property or assets of the Person, or such
         assets, so acquired, (v) any encumbrance or restriction contained in
         contracts for sales of assets




                                       51

         permitted by Section 5.01(Q) hereof with respect to the assets to be
         sold pursuant to such contract, (vi) any agreement providing for the
         incurrence of Indebtedness by a Restricted Subsidiary in compliance
         with Section 5.01(J) hereof, provided that such Restricted Subsidiary
         is or becomes at the time of such agreement a Subsidiary Guarantor;
         (vii) in any agreement pursuant to which Indebtedness was issued if (A)
         the encumbrance or restriction applies only in the event of a payment
         default or a default with respect to a financial covenant contained in
         such Indebtedness, (B) the encumbrance or restriction is not materially
         more disadvantageous to the holder of the CGD Note than is customary in
         comparable financings (as determined by the Company) and (C) the
         Company determines that any such encumbrance or restriction will not
         materially affect the Company's ability to make principal or interest
         payments on the CGD Note, and (viii) any encumbrance or restriction
         existing under any agreement that extends, renews, refinances or
         replaces the agreements containing the encumbrances or restrictions in
         the foregoing clauses (i) and (vii); provided that the terms and
         conditions of any such encumbrances or restrictions are not materially
         less favorable to the holders of the CGD Note than those under or
         pursuant to the agreement so extended, renewed, refinanced or replaced.

                  (T) Provision of Reports and Financial Statements. (a) The
         Company shall provide to the Lender: (i) within 90 days after the end
         of each fiscal year of the Company, audited consolidated financial
         statements of the Company for such fiscal year and (ii) within 60 days
         after the end of each of the first three fiscal quarters of the
         Company, unaudited consolidated financial statements of the Company for
         such fiscal quarter. Each of the financial statements referred to in
         (i) and (ii) shall be prepared in accordance with Argentine GAAP
         consistently applied, shall be translated into English, and shall be
         accompanied by a discussion and analysis, substantially in the format
         of the "Management's Discussion and Analysis of Financial Condition and
         Results of Operations" that would be included in a Form 20-F filed
         under the Exchange Act, except that such discussion and analysis will
         be required only to compare the financial condition and results of
         operations of the fiscal year or fiscal quarter most recently ended to
         the prior fiscal year or comparable fiscal quarter of the prior fiscal
         year, as applicable. The financial statements referred to in (i) shall
         contain a reconciliation to U.S. GAAP of net income and shareholders'
         equity and a report thereon by the Company's independent auditors. In
         addition, the Company shall provide to the Lender and the holder of the
         CGD Note an English translation of each document filed by the Company
         with the CNV and made publicly available in Argentina.

                  (b) The Company and any Subsidiary Guarantors shall at all
         times comply with the periodic reporting requirements of the CNV and
         the BASE as in effect at the time of reporting.

                  (c) The Company's delivery of such reports, information and
         documents to the Lender is for informational purposes only and the
         Lender's receipt of such shall not constitute constructive notice of
         any information contained therein or determinable from information
         contained therein, including the Company's compliance with any of its
         covenants hereunder (as to which the Lender is entitled to rely
         exclusively on Officers' Certificates).


                                       52

                  (U) Limitation on Capital Expenditures. The Company will not,
         and will not permit any Restricted Subsidiary to, make any Capital
         Expenditure other than Permitted Capital Expenditures unless on the
         date of such Capital Expenditure the Consolidated Fixed Charge Coverage
         Ratio exceeds 2.0 to 1.0. Notwithstanding the foregoing, the Company
         and any Restricted Subsidiary may apply Net Cash Proceeds in accordance
         with Section 5.01(Q) or Net Equity Proceeds to Capital Expenditures
         without regard to this subsection and the application of such Net Cash
         Proceeds or Net Equity Proceeds will not reduce the aggregate amount of
         Permitted Capital Expenditures that may be made in any fiscal year
         under this Section.

                                   ARTICLE VI
                                EVENTS OF DEFAULT

         SECTION 6.01. Events of Default. If any of the following events
("EVENTS OF DEFAULT") shall occur and be continuing (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

         (a) default in the payment of any interest or any Additional Amounts on
    the CGD Note when such amounts become due and payable, and continuance of
    such default for a period of 30 days;

         (b) default in the payment of any principal of and/or premium, if any,
    on the CGD Note when due and payable at its Maturity;

         (c) default in the performance, or breach, of the provisions described
    in Sections 5.01(A), (B) and (C), the failure to make or consummate a Change
    of Control Offer in accordance with the provisions of Section 5.01(P) or the
    failure to make or consummate an Excess Proceeds Offer in accordance with
    the provisions of Section 5.01Q;

         (d) default in the performance, or breach, of any covenant or agreement
    of the Company or any Subsidiary Guarantor contained in this Agreement or
    any Subsidiary Guarantee (other than a default in the performance, or
    breach, of a covenant or agreement which is specifically dealt with in
    clause (a), (b) or (c) above) and continuance of such default or breach for
    a period of 30 days after written notice shall have been given to the
    Company by the Lender;

         (e) (i) failure by either of the Company or any of its Significant
    Subsidiaries to make any payment when due and after the date which is 10
    days beyond the expiration of any applicable grace period, in respect of any
    Indebtedness of the Company (other than Non-participating Existing Notes) or
    any of such Significant Subsidiaries that has an aggregate outstanding
    principal amount in excess of US$10,000,000 (or, to the extent non-US Dollar
    denominated, the US Dollar Equivalent of such amount) or (ii) one or more
    defaults under one or more mortgages, bonds, debentures or other evidences
    of Indebtedness under which the Company (other than as aforesaid) or any
    Significant




                                       53

    Subsidiary then has outstanding Indebtedness in excess of US$10,000,000
    (or, to the extent non-US Dollar denominated, the US Dollar Equivalent of
    such amount), individually or in the aggregate, and either (x) a principal
    amount of such Indebtedness in excess of US$10,000,000 (or, to the extent
    non-US Dollar denominated, the US Dollar Equivalent of such amount) is
    already due and payable in full or (y) such default or defaults have
    resulted in the acceleration of the maturity of such Indebtedness;

         (f) one or more final judgments or orders shall be rendered against the
    Company or any Restricted Subsidiary for the payment of money (other than in
    respect of Non-participating Existing Notes or Non-participating Existing
    Bank Debt), either individually or in an aggregate amount, in excess of
    US$10,000,000 (or, to the extent non-US Dollar denominated, the US Dollar
    Equivalent of such amount) (exclusive of judgment amounts covered by
    insurance) and shall not be discharged and either (A) an enforcement
    proceeding shall have been commenced by any creditor upon such judgment or
    order or (B) there shall have been a period of 60 consecutive days during
    which a stay of enforcement of such judgment or order, by reason of a
    pending appeal or otherwise, was not in effect;

         (g) any Subsidiary Guarantee ceases to be in full force and effect or
    is declared null and void or any Subsidiary Guarantor denies that it has any
    further liability under any Subsidiary Guarantee, or gives notice to such
    effect (other than by reason of the termination of the Indenture or the
    release of any such Subsidiary Guarantee in accordance with the Indenture);

         (h) a resolution is passed or adopted by the Board of Directors or
    stockholders of the Company, or a judgment of a court of competent
    jurisdiction is made, that the Company be wound up or dissolved, other than
    for the purposes of or pursuant to a merger or consolidation otherwise
    permitted under and in accordance with the terms of Section 5.01(A);

         (i) a court having jurisdiction enters a decree or order for (a) relief
    in respect of the Company or any Significant Subsidiary in an involuntary
    case under Argentine Law No. 24,522, as amended, or any applicable
    bankruptcy, insolvency or other similar law now or hereafter in effect or
    (b) appointment of an administrator, receiver, trustee or intervenor for the
    Company or any Significant Subsidiary for all or substantially all of the
    property of the Company or any Significant Subsidiary and such decree or
    order remains unstayed and in effect for 60 or more days;

         (j) the Company or any Significant Subsidiary (a) commences a voluntary
    case under Argentine Law No. 24,522, as amended, or any applicable
    bankruptcy, insolvency or other similar law now or hereafter in effect, (b)
    consents to the appointment of or taking possession by an administrator,
    receiver, trustee or intervenor for the Company or any Significant
    Subsidiary for all or substantially all of the property of the Company or
    any Significant Subsidiary or (c) effects any general assignment for the
    benefit of creditors;



                                       54

         (k) the Argentine Government declares a general suspension of payment,
    or a moratorium, in either case applicable to payment of the CGD Note;

         (l) the Pledge Agreement ceases to be in full force and effect or is
    declared null and void or shall cease to create a security interest in the
    collateral thereunder for the benefit of the holder of the CGD Note or such
    security interest shall cease to be first priority;

         (m) any representation or warranty made herein shall prove to have been
    materially incorrect when made;

         (n) the Distribution Agreement is rescinded or terminated in any way by
    the Company or by any actions or omissions of the Company, and such
    circumstance continues for a 30 Business Day period after its occurrence; or

         (o) default in the performance, or breach, of any other payment
    obligation of the Company under any agreement executed with Groupe Danone
    and/or LLSSA or under the its restructuring process of the Company and
    continuance of such default or breach for a period of 30 Business Days after
    its occurrence.

then, and in any such event, the Lender by notice to the Company, may declare
the CGD Note, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the CGD Note, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Company; provided, however, that if an Event
of Default specified in clause (i) or (j) above shall occur and be continuing
with respect to the Company, the CGD Note, all such interest and all such
amounts shall automatically become and be forthwith due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Company.

                                  ARTICLE VII
                               THE RELEVANT AGENT

         SECTION 7.01. Authorization and Action. (a) The Lender hereby appoints
and authorizes the Collateral Agent (the "RELEVANT Agent") to take such action
as agent on its behalf and to exercise such powers and discretion under the
Pledge Agreement, as the case may be, as are delegated to such Collateral Agent
by the terms hereof or thereof, together with such powers and discretion as are
reasonably incidental thereto.

         SECTION 7.02. Lender Credit Decision. The Lender acknowledges that it
has, independently and based on the financial statements referred to in Section
4.01 and such other documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. The Lender
also acknowledges that it will, independently and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement.




                                       55

                                  ARTICLE VIIA
                           GUARANTEES OF THE CGD NOTE

                  SECTION 7A.01. Guarantee. (a) Subject to the provisions of
this Article VIIA, each Subsidiary Guarantor unconditionally and irrevocably
guarantees the Lender and its successors and assigns, irrespective of the
validity and enforceability of this Agreement, the CGD Note or the obligations
of the Company or any other subsequent Subsidiary Guarantors to the Lender
hereunder or thereunder, that: (a) the principal of, premium, if any, and
interest owed under this Agreement and/or the CGD Note (and any Additional
Amounts payable thereon) shall be duly and punctually paid in full when due,
whether at maturity, upon redemption at the option of the Lender pursuant to the
provisions of this Agreement and the CGD Note relating thereto, by acceleration
or otherwise, and interest on the overdue principal and (to the extent permitted
by law) interest, if any, on this Agreement and the CGD Note and all other
obligations of the Company or any prior or subsequent Subsidiary Guarantors to
the Lender hereunder or thereunder and all other obligations hereunder and under
this Agreement and the CGD Note and the Subsidiary Guarantees shall be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of this Agreement
and the CGD Note or any of such other Guaranteed Obligations, the same shall be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at Stated Maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed, or failing performance of
any other obligation of the Company to the Lender, for whatever reason, such
Subsidiary Guarantor shall be obligated to pay, or to perform or cause the
performance of, the same immediately. An Event of Default under this Agreement
or the CGD Note shall constitute an event of default under each Subsidiary
Guarantee, and shall entitle the Lender to accelerate the obligations of each
Subsidiary Guarantor hereunder in the same manner and to the same extent as the
obligations of the Company.

         (b) Each Subsidiary Guarantor agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the CGD Note or this Agreement, the absence of any action to
enforce the same, any waiver or consent by any Lender with respect to any
provisions hereof or thereof, any release of any other Subsidiary Guarantor, the
recovery of any judgment against the Company, any action to enforce the same,
whether or not a Subsidiary Guarantee is affixed to the CGD Note, or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. Each Subsidiary Guarantor waives the benefit of
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that its Subsidiary Guarantee shall not be discharged except by
complete performance of the obligations contained in the CDG Note, this
Agreement and its Subsidiary Guarantee. Each Subsidiary Guarantor acknowledges
that its Subsidiary Guarantee is a guarantee of payment and not of collection.
If the Lender is required by any court or otherwise to return to the Company or
to any Subsidiary Guarantor, or any custodian, trustee, liquidator or other
similar official acting in relation to the Company or any Subsidiary Guarantor,
any amount paid by the Company or such Subsidiary Guarantor to the Lender, each
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect. Each Subsidiary Guarantor further agrees that, as
between it, on the one hand, and the Lender, on the other hand, (a) subject to
this Article



                                       56

VIIA, the maturity of the obligations guaranteed hereby may be accelerated as
provided in Section 6.01 hereof for the purposes of its Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (b) in the
event of any acceleration of such obligations as provided in Section 6.01
hereof, such obligations (whether or not due and payable) shall forthwith become
due and payable by any such Subsidiary Guarantor for the purpose of its
Subsidiary Guarantee.

         (c) Each Subsidiary Guarantor agrees that its Subsidiary Guarantee
shall remain in full force and effect and continue to be effective should any
petition be filed by or against the Company for liquidation or reorganization,
should the Company become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any
significant part of the Company's assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the CGD Note is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee on the CGD Note, whether as a "VOIDABLE PREFERENCE",
"FRAUDULENT TRANSFER" or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the CGD Note shall, to the fullest
extent permitted by law, be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.

                  SECTION 7A.02. No Need to Endorse Subsidiary Guarantee on the
CGD Note. Each Subsidiary Guarantor agrees that its Subsidiary Guarantee shall
remain in full force and effect notwithstanding any failure to endorse on the
CGD Note a notation of such Subsidiary Guarantee.

                  SECTION 7A.03. Release of a Subsidiary Guarantor. (a) If no
Default exists or would exist under this Agreement, upon the sale or disposition
of all of the Capital Stock of any Subsidiary Guarantor by the Company or a
Restricted Subsidiary of the Company in a transaction constituting an Asset Sale
the Net Cash Proceeds of which are applied in accordance with Section 5.01(Q),
or upon the consolidation or merger of any Subsidiary Guarantor with or into any
person in compliance with Section 5.01(A) (in each case, other than to the
Company or an Affiliate of the Company or a Restricted Subsidiary), such
Subsidiary Guarantor and each Subsidiary of the Subsidiary Guarantor that is
also a Subsidiary Guarantor shall be deemed automatically and unconditionally
released and discharged from all obligations under this Article VIIA without any
further action required on the part of the Lender; provided, however, that such
Subsidiary Guarantor is sold or disposed of in accordance with this Agreement.

         (b) The Lender shall deliver an appropriate instrument evidencing the
release of the Subsidiary Guarantor upon receipt of a request of the Company or
the Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion
of Counsel certifying as to the compliance with this Section 7A.03. Any
Subsidiary Guarantor not so released or the entity surviving such Subsidiary
Guarantor, as applicable, shall remain or be liable under its Subsidiary
Guarantee as provided in this Article VIIA.

         (c) The Lender shall execute any documents reasonably requested by the
Company or any Subsidiary Guarantor in order to evidence the release of such
Subsidiary Guarantor from its obligations under its Subsidiary Guarantee and
under this Article VIIA.


                                       57

         (d) Except as set forth in Article V and this Section 7A.03, nothing
contained in this Agreement or the CGD Note shall prevent any consolidation or
merger of any Subsidiary Guarantor with or into the Company or shall prevent any
sale or conveyance of the property of the Subsidiary Guarantor as an entirety or
substantially as an entirety to the Company.

             SECTION 7A.04. Waiver of Subrogation. Until this Agreement is
discharged and the CGD Note is discharged and paid in full, each Subsidiary
Guarantor irrevocably waives and agrees not to exercise any claim or other
rights which it may have at the time its Subsidiary Guarantee is made or may
thereafter acquire against the Company that arise from the existence, payment,
performance or enforcement of the Company's obligations under the CGD Note or
this Agreement and the Subsidiary Guarantor's obligations under its Subsidiary
Guarantee and this Agreement, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, indemnification, and any
right to participate in any claim or remedy of the Guaranteed Parties against
the Company, whether or not such claim, remedy or right arises in equity, or
under contract, statute or common law, including, without limitation, the right
to take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim or other rights. If any amount shall be paid to a Subsidiary
Guarantor in violation of the preceding sentence and any amounts owing to the
Lender under the CGD Note, this Agreement, or any other document or instrument
delivered under or in connection with such agreements or instruments, shall not
have been paid in full, such amount shall have been deemed to have been paid to
such Subsidiary Guarantor for the benefit of, and held in trust for the benefit
of, the Guaranteed Parties and shall forthwith be paid to the Lender for the
benefit of such Guarantee Parties to be credited and applied to the obligations
in favor of the Guaranteed Parties, whether matured or unmatured, in accordance
with the terms of this Agreement. Each Subsidiary Guarantor acknowledges that it
will receive direct and indirect benefits from the financing arrangements
contemplated by this Agreement and that the waiver set forth in this Section
7A.04 will be knowingly made in contemplation of such benefits.

             SECTION 7A.05. Immediate Payment. Each Subsidiary Guarantor
agrees to make immediate payment to the Lender on behalf of the Guaranteed
Parties of all Guaranteed Obligations owing or payable to the respective
Guaranteed Parties upon receipt of a demand for payment therefor by the Lender
to such Subsidiary Guarantor in writing.

             SECTION 7A.06. No Set-off. Each payment to be made by any
Subsidiary Guarantor hereunder in respect of the Guaranteed Obligations shall be
payable in the currency or currencies in which such Guaranteed Obligations are
denominated, and shall be made without set-off, counterclaim, reduction or
diminution of any kind or nature.

             SECTION 7A.07. Obligations Absolute. The obligations of each
Subsidiary Guarantor hereunder shall be absolute and unconditional and any
monies or amounts expressed to be owing or payable by the Subsidiary Guarantor
hereunder which may not be recoverable from the Subsidiary Guarantor on the
basis of a guarantee shall be recoverable from the Subsidiary Guarantor as a
primary obligor and principal debtor in respect thereof.


                                       58

                  SECTION 7A.08. Obligations Continuing. The obligations of each
Subsidiary Guarantor hereunder shall be continuing and shall remain in full
force and effect until all the Guaranteed Obligations have been paid and
satisfied in full.

                  SECTION 7A.09. Obligations Not Reduced. The obligations of
each Subsidiary Guarantor hereunder shall not be satisfied, reduced or
discharged by any intermediate payment or satisfaction of the whole or any part
of the principal, interest, fees and other monies or amounts which may at any
time be or become owing or payable under or by virtue of or otherwise in
connection with the CGD Note or this Agreement.

                  SECTION 7A.10. Obligations Reinstated. The obligations of each
Subsidiary Guarantor hereunder shall continue to be effective or shall be
reinstated, as the case may be, if at any time any payment which would otherwise
have reduced the obligations of such Subsidiary Guarantor hereunder (whether
such payment shall have been made by or on behalf of the Company or by or on
behalf of such Subsidiary Guarantor) is rescinded or reclaimed from any of the
Guaranteed Parties upon the insolvency, bankruptcy, liquidation or
reorganization of the Company or such Subsidiary Guarantor or otherwise, all as
though such payment had not been made. If demand for, or acceleration of the
time for, payment by the Company is stayed upon the insolvency, bankruptcy,
liquidation or reorganization of the Company, all such indebtedness otherwise
subject to demand for payment or acceleration shall nonetheless be payable by
such Subsidiary Guarantor as provided herein.

                  SECTION 7A.11. Obligations Not Affected. The obligations of
such Subsidiary Guarantor hereunder shall not be affected, impaired or
diminished in any way by any act, omission, matter or thing whatsoever,
occurring before, upon or after any demand for payment hereunder (and whether or
not known or consented to by such Subsidiary Guarantor or any of the Guaranteed
Parties) which, but for this provision, might constitute a whole or partial
defense to a claim against such Subsidiary Guarantor hereunder or might operate
to release or otherwise exonerate such Subsidiary Guarantor from any of its
obligations hereunder or otherwise affect such obligations, whether occasioned
by default of any of the Guaranteed Parties or otherwise, including, without
limitation:

                  (a) any limitation of status or power, disability, incapacity
         or other circumstance relating to the Company or any other person,
         including any insolvency, bankruptcy, liquidation, reorganization,
         readjustment, composition, dissolution, winding-up or other proceeding
         involving or affecting the Company or any other person;

                  (b) any irregularity, defect, unenforceability or invalidity
         in respect of any indebtedness or other obligation of the Company or
         any other person under this Agreement, the CGD Note or any other
         document or instrument;

                  (c) any failure of the Company, whether or not without fault
         on its part, to perform or comply with any of the provisions of this
         Agreement or the CGD Note, or to give notice thereof to such Subsidiary
         Guarantor;



                                       59

                  (d) the taking or enforcing or exercising or the refusal or
         neglect to take or enforce or exercise any right or remedy from or
         against the Company or any other person or their respective assets or
         the release or discharge of any such right or remedy;

                  (e) the granting of time, renewals, extensions, compromises,
         concessions, waivers, releases, discharges and other indulgences to the
         Company or any other person;

                  (f) any change in the time, manner or place of payment of, or
         in any other term of the CGD Note, or any other amendment, variation,
         supplement, replacement or waiver of, or any consent to departure from
         the CGD Note or this Agreement, including, without limitation, any
         increase or decrease in the principal amount of or premium, if any, or
         interest on the CGD Note;

                  (g) any change in the ownership, control, name, objects,
         businesses, assets, capital structure or constitution of the Company or
         such Subsidiary Guarantor;

                  (h) any merger or amalgamation of the Company or such
         Subsidiary Guarantor with any person or persons;

                  (i) the occurrence of any change in the laws, rules,
         regulations or ordinances of any jurisdiction by any present or future
         action of any governmental authority or court amending, varying,
         reducing or otherwise affecting, or purporting to amend, vary, reduce
         or otherwise affect, any of the Guaranteed Obligations or the
         obligations of such Subsidiary Guarantor under its Subsidiary
         Guarantee; and

                  (j) any other circumstance (other than by complete,
         irrevocable payment) that might otherwise constitute a legal or
         equitable discharge or defense of the Company under this Agreement or
         the CGD Note or of such Subsidiary Guarantor in respect of its
         Subsidiary Guarantee.

                  SECTION 7A.12. Waiver. Without in any way limiting the
provisions of Section 7A.01 hereof, each Subsidiary Guarantor waives notice of
acceptance hereof, notice of any liability of the Subsidiary Guarantor
hereunder, notice or proof of reliance by the Guaranteed Parties upon the
obligations of any Subsidiary Guarantor hereunder, and diligence, presentment,
demand for payment on the Company, protest, notice of dishonor or non-payment of
any of the Guaranteed Obligations, or other notice or formalities to the Company
or the Subsidiary Guarantors of any kind whatsoever. Each Subsidiary Guarantor
waives all benefits set forth in Articles 480 (second paragraph), 481 and 482 of
the Argentine Commercial Code as well as any rights and powers contemplated by
Articles 1990, 1994, 2012, 2015, 2017, 2018, 2020, 2021 (except the right to
oppose payment), 2022, 2023, 2024, 2025, 2026, 2028, 2029, 2043, 2044, 2045,
2046, 2047, 2049 (except in the case of express prior written waiver issued by
the Lender), and 2050 of the Argentine Civil Code, to the extent any such rights
of defenses would otherwise become applicable or available to the Subsidiary
Guarantor. Each Subsidiary Guarantor acknowledges that it will receive direct
and indirect benefits from the issuance of the CGD Note pursuant to this
Agreement and that the waivers set forth in this Section 7A.13 will be knowingly
made in contemplation of such benefit.


                                       60

                  SECTION 7A.13. Dealing with the Company and Others. The
Guaranteed Parties, without releasing, discharging, limiting or otherwise
affecting in whole or in part the obligations and liabilities of any Subsidiary
Guarantor hereunder and without the consent of or notice to any Subsidiary
Guarantor, may

                  (a) grant time, renewals, extensions, compromises,
         concessions, waivers, releases, discharges and other indulgences to the
         Company or any other person;

                  (b) take or abstain from taking security or collateral from
         the Company or from perfecting security or collateral of the Company;

                  (c) release, discharge, compromise, realize, enforce or
         otherwise deal with or do any act or thing in respect of (with or
         without consideration) any and all collateral, mortgages or other
         security given by the Company or any third party with respect to the
         obligations or matters contemplated by this Agreement or the CGD Note;

                  (d) accept compromises or arrangements from the Company;

                  (e) apply all monies at any time received from the Company or
         from any security upon such part of the Guaranteed Obligations as the
         Guaranteed Parties may see fit or change any such application in whole
         or in part from time to time as the Guaranteed Parties may see fit; and

                  (f) otherwise deal with, or waive or modify their right to
         deal with, the Company and all other Persons and any security as the
         Guaranteed Parties or the Lender may see fit.

                  SECTION 7A.14. Default and Enforcement. If any Subsidiary
Guarantor fails to pay in accordance with Section 7A.05 hereof, the Lender may
proceed in the enforcement of the Subsidiary Guarantee of such Subsidiary
Guarantor and such Subsidiary Guarantor's obligations thereunder and hereunder
by any remedy provided by law, whether by legal proceedings or otherwise, and to
recover from such Subsidiary Guarantor the Guaranteed Obligations.

                  SECTION 7A.15. Costs and Expenses. Each Subsidiary Guarantor
shall pay on demand by the Lender any and all costs, fees and expenses
(including, without limitation, legal fees on a solicitor and client basis)
incurred by the Lender, its agents, advisors and counsel or any of the
Guaranteed Parties in enforcing any of their rights under the Subsidiary
Guarantee issued by such Subsidiary Guarantor.

                  SECTION 7A.16. No Waiver; Cumulative Remedies. No failure to
exercise and no delay in exercising, on the part of the Lender, any right,
remedy, power or privilege hereunder or under the Agreement or the CGD Note,
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder or under this Agreement or the
CGD Note preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges in the Subsidiary Guarantee and under this Agreement, the CGD Note
and any other document or instrument



                                       61

between a Subsidiary Guarantor and/or the Company and the Lender are cumulative
and not exclusive of any rights, remedies, powers and privilege provided by law.

                  SECTION 7A.17. Representation and Warranty of each Subsidiary
Guarantor. Each Subsidiary Guarantor represents and warrants that all acts,
conditions and things required to be done and performed and to have happened
precedent to the creation and issuance of its Subsidiary Guarantee, to
constitute the same valid, binding and legal obligation of such Subsidiary
Guarantor, enforceable against such Subsidiary Guarantor, its successors and
assigns in accordance with its terms, will have been done and performed and have
happened in compliance with all applicable laws. The obligations of each
Subsidiary Guarantor under its Subsidiary Guarantee shall constitute a direct,
general, irrevocable, unsecured and unsubordinated obligations of such
Subsidiary Guarantor.

                  SECTION 7A.18. Special Waiver. To the extent that any
Subsidiary Guarantor may be entitled to the benefit of any provision of law
requiring the Lender, in any suit, action or proceeding brought in a court of
Argentina or other jurisdiction arising out of or in connection with any of this
Agreement or the CGD Note, to post security for litigation costs or otherwise
post a performance bond or guaranty ("CAUTIO JUDICATUM SOLVI" or "EXCEPCION DE
ARRAIGO"), or to take any similar action, such Subsidiary Guarantor waives such
benefit, in each case to the fullest extent permitted under the laws of
Argentina or, as the case may be, such other jurisdiction.

                  SECTION 7A.19. Severability. Any provision of this Article
VIIA which is prohibited or unenforceable in any jurisdiction shall not
invalidate the remaining provisions and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction unless its removal would substantially defeat the
basic intent, spirit and purpose of this Agreement and this Article VIIA.

                  SECTION 7A.20. Successors and Assigns. Any Subsidiary
Guarantee shall be binding upon and inure to the benefit of the relevant
Subsidiary Guarantor and the Lender and their respective successors and
permitted assigns, except that no Subsidiary Guarantor may assign any of its
obligations hereunder or thereunder.

                  SECTION 7A.21. General Limitation on Subsidiary Guarantee
Obligations. In any action or proceeding involving any state corporate law, or
any state or Federal bankruptcy, insolvency, reorganization or other law
affecting the rights of creditors generally or similar laws applicable in
Argentina or any other country, if the obligations of any Subsidiary Guarantor
under Section 7A.01 would otherwise be held or determined to be void, voidable,
invalid or unenforceable, or subordinated to the claims of any other creditors,
on account of the amount of its liability under Section 7A.01, then,
notwithstanding any other provision to the contrary, the amount of such
liability shall, without any further action by such Subsidiary Guarantor, the
Lender, or any other Person, be automatically limited and reduced to the highest
amount that is valid and enforceable and not subordinated to the claims of other
creditors as determined in such action or proceeding so as not to constitute a
fraudulent transfer under any such applicable law.



                                       62

                                  ARTICLE VIII
                                  MISCELLANEOUS

                  SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the CGD Note, nor consent to any departure by the
Company therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Lender, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by the Lender, do any of the following: (a) reduce the
principal of, or interest on, the CGD Note or any amounts payable hereunder, (b)
postpone any date fixed for any payment of principal of, or interest on, the CGD
Note or any other amounts payable hereunder, (c) release or impair the Lien of
any collateral securing the CGD Note, or (d) amend this Section 8.01; and
provided further, that no amendment, waiver or consent shall, unless signed by
all the Lender or the Subsequent Lenders waive any of the conditions specified
in Section 3.01 or 3.02, respectively; and provided further, that no amendment,
waiver or consent shall, unless in writing and signed by the Lender affect the
rights or duties of the Lender under this Agreement or the CGD Note .

                  SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered, if to the Company, at its address at E. Ezcurra 365, Piso 2, Of,
310, C1107CLA, Buenos Aires, Argentina, Attention: Chief Financial Officer; if
to the Lender, at its Lending Office specified opposite its name on Schedule I
hereto; if to any other Lender, at its Lending Office specified in the written
notice informing that it became a Lender;; or, as to the Company or the Lender,
at such other address as shall be designated by such party in a written notice
to the other parties. All such notices and communications shall, when mailed,
telecopied, telegraphed or telexed, be effective when deposited in the mails,
telecopied, delivered to the telegraph company or confirmed by telex answerback,
respectively. Delivery by telecopier of the signature page of any amendment or
waiver of any provision of this Agreement or the CGD Note or of any Exhibit
hereto to be executed and delivered hereunder shall be effective as delivery of
a manually executed counterpart thereof.

                  SECTION 8.03. No Waiver; Remedies. No failure on the part of
the Lender to exercise, and no delay in exercising, any right hereunder or under
the CGD Note shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

                  SECTION 8.04. Costs and Expenses. (a) The Company agrees to
pay on demand all costs and expenses of the Lender in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Agreement, the CGD Note and the other documents to be delivered hereunder,
including, without limitation, the reasonable fees and expenses of counsel for
the Lender with respect thereto and with respect to advising the Lender as to
its rights and responsibilities under this Agreement. The Company further agrees
to pay on demand all costs and expenses of the Lender, if any (including,
without limitation, reasonable counsel fees and expenses), in connection with
the enforcement (whether through negotiations,



                                       63

legal proceedings or otherwise) of this Agreement, the CGD Note and the other
documents to be delivered hereunder, including, without limitation, reasonable
fees and expenses of counsel for the Lender and each Lender in connection with
the enforcement of rights under this Section 8.04(a).

    (b) The Company agrees to indemnify and hold harmless the Lender and each of
their Affiliates and their officers, directors, employees, agents and advisors
(each, an "INDEMNIFIED PARTY") from and against any and all claims, damages,
losses, liabilities and expenses (including, without limitation, reasonable fees
and expenses of counsel) incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation or proceeding or preparation of a defense in connection therewith)
the CGD Note, this Agreement or any of the transactions contemplated herein
except to the extent such claim, damage, loss, liability or expense is found in
a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party's gross negligence or willful misconduct.
In the case of an investigation, litigation or other proceeding to which the
indemnity in this Section 8.04(b) applies, such indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by the
Company, its directors, equityholders or creditors or an Indemnified Party or
any other Person, whether or not any Indemnified Party is otherwise a party
thereto and whether or not the transactions contemplated hereby are consummated.
The Company also agrees not to assert any claim for special, indirect,
consequential or punitive damages against the Lender, any of their Affiliates,
or any of their respective directors, officers, employees, attorneys and agents,
on any theory of liability arising out of or otherwise relating to the CGD Note,
this Agreement or any of the transactions contemplated herein.

    (c) Without prejudice to the survival of any other agreement of the Company
hereunder, the agreements and obligations of the Company contained in Sections
2.06, 2.08 and 8.04 shall survive the payment in full of principal, interest and
all other amounts payable hereunder and under the CGD Note.

                  SECTION 8.05. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Lender to declare the CGD Note due and payable pursuant to the provisions of
Section 6.01, the Lender is hereby authorized at any time and from time to time,
to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by the Lender to or for the credit
or the account of the Company against any and all of the obligations of the
Company now or hereafter existing under this Agreement and the CGD Note held by
such Lender, whether or not such Lender shall have made any demand under this
Agreement or such CGD Note and although such obligations may be unmatured. The
Lender agrees promptly to notify the Company after any such set-off and
application, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Lender under this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that the Lender may have.

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Company and the Lender and
thereafter shall be binding upon




                                       64

and inure to the benefit of the Company, the Lender and their respective
successors and assigns, except that the Company shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Lender.

                  SECTION 8.07. Assignments and Participations; Subsequent
Lenders. (a) The Lender may assign to one or more Persons all or a portion of
its rights and obligations under this Agreement (including, without limitation,
all or a portion of the CGD Note owing to it); provided, however, that (i) each
such assignment shall be of a constant, and not a varying, percentage of all
rights and obligations under this Agreement, and (ii) the parties to each such
assignment shall notify the Company the assignment and transfer of the CGD Note.
Upon the assignment and notification to the Company, (x) the assignee thereunder
shall be a party hereto and shall have the rights and obligations of a Lender
hereunder and (y) the Lender assignor thereunder shall relinquish its rights
(other than its rights under Sections 2.06, 2.08 and 8.04 to the extent any
claim thereunder relates to an event arising prior to such assignment) and be
released from its obligations under this Agreement (and, in the case of an
assignment covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

    (b) The Lender may sell participations to one or more banks or other
entities (other than the Company or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement and the CGD Note;
provided, however, that (i) the Lender's obligations under this Agreement shall
remain unchanged, (ii) the Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) the Lender shall
remain the Lender of any such CGD Note for all purposes of this Agreement, (iv)
the Company and the Lenders shall continue to deal solely and directly with the
Lender in connection with the Lender's rights and obligations under this
Agreement and (v) no participant under any such participation shall have any
right to approve any amendment or waiver of any provision of this Agreement or
any CGD Note, or any consent to any departure by the Company therefrom, except
to the extent that such amendment, waiver or consent would reduce the principal
of, or interest on, the CGD Note or any other amounts payable hereunder, in each
case to the extent subject to such participation, or postpone any date fixed for
any payment of principal of, or interest on, the CGD Note or any other amounts
payable hereunder, in each case to the extent subject to such participation.

    (c) The Lender may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 8.07, disclose to
the assignee or participant or proposed assignee or participant, any information
relating to the Company furnished to the Lender by or on behalf of the Company.

    (d) Notwithstanding any other provision set forth in this Agreement, the
Lender may at any time create a security interest in all or any portion of its
rights under this Agreement (including, without limitation, the CGD Note held by
it) in favor of any Federal Reserve Bank in accordance with Regulation A of the
Board of Governors of the Federal Reserve System.

                  SECTION 8.08. Currency Indemnity. All amounts payable under
this Agreement are payable in US Dollars (the "RELEVANT CURRENCY"). Any amount
received or recovered (whether as a result of, or of the enforcement of, a
judgment or order of a court of any




                                       65

jurisdiction, in the winding up or dissolution of the Company or otherwise) by
the Lender in respect of any sum expressed to be due to it from the Company in a
Relevant Currency in a currency other than such Relevant Currency shall only
constitute discharge of the Company to the extent of the amount of such Relevant
Currency which the recipient is able to purchase with the amount so received or
recovered in that other currency on the date of that receipt or recovery (or, if
it is not practicable to make that purchase on that date, on the first date on
which it is practicable to do so). If that amount of such Relevant Currency is
less than the amount of such Relevant Currency expressed to be due to the
recipient under the CGD Note or Subsidiary Guarantee, the Company shall
indemnify such recipient against any loss sustained by it as a result. In any
event, the Company shall indemnify the recipient against the cost of making any
such purchase. For the purposes of this Section, it will be sufficient for the
Lender to certify in a reasonably satisfactory manner (indicating the sources of
information used) that it would have suffered a loss had an actual purchase of
such Relevant Currency been made with the amount so received in that other
currency on the date of receipt or recovery (or, if a purchase of such Relevant
Currency on such date had not been practicable, on the first date on which it
would have been practicable, it being required that the need for a change of
date be certified in the manner mentioned above). These indemnities constitute a
separate and independent obligation from the Company's other obligations, shall
give rise to a separate and independent cause of action, shall apply
irrespective of any waiver granted by the Lender and shall continue in full
force and effect despite any other judgment, order, claim or proof for a
liquidated amount in respect of any sum due under the CGD Note or Subsidiary
Guarantee or any other judgment or order.

                  SECTION 8.09. Governing Law. This Agreement and the CGD Note
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 8.10. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 8.11. Jurisdiction, Etc. (a) The Company, the Lender
and each Subsidiary Guarantor irrevocably consent to the jurisdiction of any
court of the State of New York or any United States federal court sitting in the
Borough of Manhattan, New York City, New York, United States, and any appellate
court from any thereof, and, to the maximum extent permitted by law, waive any
immunity from the jurisdiction of such courts over any suit, action or
proceeding that may be brought in connection with this Agreement, the CGD Note
and the Subsidiary Guarantees. The Company, the Lender and each Subsidiary
Guarantor agree that final judgment in any such suit, action or proceeding
brought in such court shall be conclusive and binding upon the Company, the
Lender or such Subsidiary Guarantor, as the case may be, and may be enforced in
any court to the jurisdiction of which the Company, the Lender or such
Subsidiary Guarantor, as the case may be, is subject by a suit upon such
judgment; provided that service of process is effected upon the Company, the
Lender or such Subsidiary Guarantor in the manner provided by this Agreement.


                                       66

    (b) The Company, the Lender and each Subsidiary Guarantor irrevocably and
unconditionally waive, to the fullest extent they may legally and effectively do
so, any objection that they may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the CGD Note or a Subsidiary Guarantee in any New York State or federal court.
The Company, the Lender and each Subsidiary Guarantor hereby irrevocably waive,
to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.

    (c) To the extent that the Company may be entitled to the benefit of any
provision of law requiring the Lender, in any suit, action or proceeding brought
in a court of Argentina or other jurisdiction arising out of or in connection
with any of this Agreement or the CGD Note, to post security for litigation
costs or otherwise post a performance bond or guaranty ("CAUTIO JUDICATUM SOLVI"
or "EXCEPCION DE ARRAIGO"), or to take any similar action, the Company will
waive such benefit, in each case to the fullest extent permitted under the laws
of Argentina or, as the case may be, such other jurisdiction.

    (d) The Company, the Lender and each Subsidiary Guarantor agree that service
of all writs, process and summonses in any suit, action or proceeding brought in
connection with this Agreement , the CGD Note or a Subsidiary Guarantee against
the Company or such Subsidiary Guarantor in any court of the State of New York
or any United States federal court sitting in the Borough of Manhattan, New York
City may be made upon CT Corporation System at 111 Eighth Avenue, New York, New
York 10011, whom each of the Company and each Subsidiary Guarantor irrevocably
appoints as its authorized agent for service of process. The Company represents
and warrants that CT Corporation System has agreed to act as the agent for
service of process for the Company and each Subsidiary Guarantor. The Company
and each Subsidiary Guarantor agree that such appointment shall be irrevocable
so long as any of the CGD Note remain outstanding or until the irrevocable
appointment by the Company or such Subsidiary Guarantor, as the case may be, of
a successor in The City of New York as its authorized agent for such purpose and
the acceptance of such appointment by such successor. The Company and each
Subsidiary Guarantor agree to take any and all action, including the filing of
any and all documents and instruments, that may be necessary to continue such
appointment in full force and effect as aforesaid. If CT Corporation System
shall cease to act as the agent for service of process for the Company, the
Company and each Subsidiary Guarantor shall appoint without delay another such
agent and provide prompt written notice to the Lender of such appointment. With
respect to any such action in any court of the State of New York or any United
States federal court in the Borough of Manhattan, New York City, service of
process upon CT Corporation System, as the authorized agent of the Company and
each Subsidiary Guarantor for service of process, and written notice of such
service to the Company or a Subsidiary Guarantor shall be deemed, in every
respect, effective service of process upon the Company or such Subsidiary
Guarantor, as the case may be.

    (e) Nothing in this Section shall affect the right of any party to serve
legal process in any other manner permitted by law or affect the right of any
party to bring any action or proceeding against any other party or its property
in the courts of other jurisdictions.

                  SECTION 8.12. Waiver of Jury Trial. Each of the Company, and
the Lender hereby irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim



                                       67

(whether based on contract, tort or otherwise) arising out of or relating to
this Agreement or the CGD Note or the actions of the Lender in the negotiation,
administration, performance or enforcement thereof.




                                       68

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                 The Company
                                 -----------

                                       MASTELLONE HERMANOS, S.A.


                                       By /s/ Pascual Mastellone
                                          --------------------------------------
                                          Title: President

                                   The Lender
                                   ----------

                                       COMPAGNIE GERVAIS DANONE


                                       By /s/ Cecile Cabanis
                                          --------------------------------------
                                          Title:

                            The Subsidiary Guarantors
                            -------------------------

                                       LEITESOL INDUSTRIA E COMERCIO LTDA.


                                       By /s/ Pascual Mastellone
                                          --------------------------------------
                                          Title: President

                                          MASTELLONE SAN LUIS S.A.


                                       By /s/ Jose Moreno
                                          --------------------------------------
                                          Title: President

                                          PROMAS S.A.


                                       By /s/ Jose Moreno
                                          --------------------------------------
                                          Title: President





                                                          4

                         EXHIBIT A- FORM OF THE CGD NOTE

US$15,000,000                                           Dated:


         FOR VALUE RECEIVED, the undersigned, MASTELLONE HERMANOS S.A., a
sociedad anonima incorporated under the laws of Argentina (the "Borrower"),
HEREBY PROMISES TO PAY to the order of COMPAGNIE GERVAIS DANONE (the "Lender")
for the account of its Lending Office (as defined in the Amended and Restated
Loan Agreement, defined below) the aggregate principal amount of FIFTEEN MILLION
UNITED STATES DOLLARS (US$15,000,000.00) (the "Loan"), on the date specified in
the Amended and Restated Loan Agreement.

         The Borrower promises to pay interest on the unpaid principal amount of
the Loan from July 31, 2004 until such principal amount is paid in full, at a
rate of 8% per annum. Additionally, the Borrower agrees to pay Defaulted
Interest (as defined in the Loan Agreement) to the extent lawful in the manner
specified in Section 2.04 of the Amended and Restated Loan Agreement.

         Both principal and interest are payable in lawful money of the United
States of America in immediately available funds to the Lender's Account (as
defined in the Amended and Restated Loan Agreement).

         This Promissory Note is the CGD Note referred to in, and is entitled to
the benefits of, the Amended and Restated Loan Agreement dated as of February 8,
2005 among the Borrower, the Lender, LEITESOL INDUSTRIA E COMERCIO S.A.,
MASTELLONE SAN LUIS S.A., and PROMAS S.A. (as amended, supplemented or otherwise
modified from time to time, the "Amended and Restated Loan Agreement"). Terms
defined in the Amended and Restated Loan Agreement are used herein with their
defined meanings unless otherwise defined herein. The Amended and Restated Loan
Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.

         All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

         The failure of the holder of this Note to exercise any of its rights
hereunder in any instance shall not constitute a waiver thereof in that or any
other instance.

         This Note is subject to the terms and conditions of the Amended and
Restated Loan Agreement.




                                       2

         THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.





IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.

Dated:                             MASTELLONE HERMANOS SOCIEDAD
                                          ANONIMA

                                          By _________________________________
                                             DIRECTOR





                                            EXHIBIT B - PLEDGE AGREEMENT



                                       1

                                                        EXHIBIT C - FORM OF

                                                                 OPINION OF
                                                    COUNSEL FOR THE COMPANY

                                                            [______], 2005.

To COMPAGNIE GERVAIS DANONE

Ladies and Gentlemen,

We are acting as Argentine counsel to Mastellone Hermanos S.A., a corporation
-sociedad anomina- organized under the laws of Argentina (the "Company"), in
connection with (i) the Amended and Restated Loan Agreement (the "Agreement")
dated as of [______], 2005, among the Company, the Subsidiary Guarantors, and
Compagnie Gervais Danone (the "Lender").

This opinion is being delivered to you pursuant to Section 3.01 of the
Agreement. Capitalized terms used herein without definition have the respective
meanings specified therefor in the Agreement, as the case may be.

In this connection, we have examined copies of (i) the estatutos sociales of the
Company; (ii) the minutes of the meetings of the Board of Directors of the
Company held on [_____], 2005 authorizing the execution of the Agreement and the
CGD Note and the performances of the transactions contemplated therein, and
(iii) an execution copy of the Agreement and the CGD Note.

In such examination, we have relied as to factual matters upon the
representations and warranties contained in or made pursuant to such documents,
and upon the originals, or copies certified or otherwise identified to our
satisfaction, of such records, documents, certificates and other instruments as
in our judgment are necessary or appropriate to enable us to render the advice
expressed below.

The opinions set out in this letter are limited and relate only to the laws of
the Republic of Argentina, as in effect on the date hereof ("Applicable Law"),
and we do not express any opinion herein concerning any other laws, rules or
regulations.

The opinions set forth hereinbelow are based upon the following assumptions:

         (i)      the genuineness of all signatures, stamps and seals, the
                  conformity to the originals of all documents supplied to us as
                  certified or photostatic or faxed copies and the authenticity
                  of the originals of such documents;

         (ii)     the due authorization and execution of the Agreement by each
                  of the parties thereto other than the Company, the Subsidiary
                  Guarantors, and that the




                                       2

                  performance thereof is within the capacity and powers of each
                  of the parties thereto other than the Company, and the
                  Subsidiary Guarantors;

         (iii)    the absence of any other arrangements between any of the
                  parties to the Agreement which modify or supersede any of the
                  terms of said agreements.

On the basis of such assumptions and subject to the qualification set out below,
we are of the opinion that:

(1)      the Company is duly incorporated and is validly existing as a sociedad
         anonima under the laws of Argentina and has full power and capacity to
         execute the Agreement and to create and issue the CGD Note, and to
         undertake and perform the obligations expressed to be assumed by it
         therein, and the Company has taken all necessary action to approve and
         to authorize the same;

(2)      each of Promas S.A. and Mastellone San Luis S.A. (the "Argentine
         Subsidiary Guarantors") is duly incorporated and validly existing as a
         sociedad anonima under the laws of Argentina, and has corporate power
         and authority to execute the Agreement and to undertake and perform the
         obligations expressed to be assumed by it therein, and each of such
         Argentine Subsidiary Guarantors has taken all necessary action to
         approve and to authorize the same;

(3)      all of the issued and outstanding capital stock of each of the
         Argentine Subsidiary Guarantors has been duly authorized and validly
         issued, is fully paid and nonassessable and is owned by the Company,
         directly or through subsidiaries, free and clear of any security
         interest, mortgage, pledge, lien, encumbrance or claim, except for
         liens on capital stock of Promas S.A. as accurately described in the
         Company's Offering Memorandum and Proxy Solicitation Statement dated
         September 16th, 2004, as amended (the "Offering Memorandum");

(4)      all of the outstanding shares of the capital stock of the Company have
         been duly authorized and validly issued, are fully paid and non
         assessable and have been issued in compliance with applicable
         securities laws. None of the outstanding shares of capital stock of the
         Company were issued in violation of any preemptive rights, rights of
         first refusal or other similar rights to subscribe for or purchase
         securities of the Company. There are no authorized or outstanding
         options, warrants, preemptive rights, rights of first refusal or other
         rights to purchase, or equity or debt securities convertible into or
         exchangeable or exercisable for, any capital stock of the Company or
         any of its subsidiaries and equity interests in any firm, partnership,
         joint venture or other entities, other than those accurately described
         in the Offering Memorandum;

(5)      the execution, delivery and performance by the Company of the Agreement
         and the issuance of the CGD Note, do not and will not (i) violate its
         estatutos sociales or other organizational documents, or (ii) conflict
         with or result in a breach of or default under Applicable Law.


                                       3

(6)      the execution, delivery and performance by the Subsidiary Guarantors of
         the Subsidiary Guarantee provided in the Agreement do not and will not
         (i) violate their respective estatutos sociales or other organizational
         documents, or (ii) conflict with or result in a breach of or default
         under Applicable Law.

(7)      the Agreement has been duly authorized, executed and delivered by the
         Company and the Subsidiary Guarantors and constitutes a legal, valid,
         binding and enforceable obligation of each of the Company and the
         Subsidiary Guarantors, is in appropriate form to be admissible in
         evidence in the courts of Argentina and contains no provision which is
         contrary to Applicable Law or public policy in Argentina or which would
         for any reason currently not be upheld by the courts of Argentina;

(8)      the CGD Note has been duly authorized, executed and delivered by the
         Company and constitute legal, valid, binding and enforceable
         obligations of the Company;

(9)      the Subsidiary Guarantee issued by each Argentine Subsidiary Guarantor
         has been duly authorized, executed and delivered by each of such
         Argentine Subsidiary Guarantor and constitutes a legal, valid and
         enforceable obligation of such Argentine Subsidiary Guarantor and is in
         appropriate form to be admissible in evidence in the courts of
         Argentina;

(10)     the CGD Note constitute direct, general and unconditional obligations
         of the Company which (i) rank pari passu among themselves and (ii) will
         at all times rank at least pari passu with all other present and future
         unsecured obligations of the Company, save for such exceptions as may
         be provided under Applicable Law;

(11)     the obligations of each Argentine Subsidiary Guarantor under its
         Subsidiary Guarantee constitute the direct, general, irrevocable,
         unsecured and unsubordinated obligations of such Subsidiary Guarantor;

(12)     the Company's execution, delivery and performance of the Agreement and
         the issuance of the CGD Note: (i) will not conflict with or constitute
         a breach of, or default or a Debt Repayment Triggering Event (as
         defined below) under, or result in the creation or imposition of any
         lien, charge or encumbrance upon any property or assets of the Company
         or any of its Subsidiaries pursuant to, or require the consent of any
         other party to, any existing instrument, and (ii) will not result in
         any violation of any statute, rule, regulation law, or administrative
         or court order or decree applicable to the Company or any of its
         Subsidiaries. As used herein, a "Debt Repayment Triggering Event" means
         any event or condition which gives, or with the giving of notice or
         lapse of time would give, the holder of any note, debenture or other
         evidence of indebtedness (or any person acting on such holder's behalf)
         the right to require the repurchase, redemption or repayment of all or
         a portion of such indebtedness by the Company or any of its
         Subsidiaries;

(13)     there are no further authorizations, consents or approvals required by
         the Company or the Subsidiary Guarantors for or in connection with the
         execution of the Agreement or the issuance of the CGD Note;


                                       4

(14)     The choice of the New York law as the governing law of the Agreement
         and the CGD Note submission to any court of the New York State' courts
         in the Agreement where the parties expressly agree to submit to the
         non-exclusive jurisdiction of such courts, is valid, binding and
         enforceable.

(15)     The Agreement and the CGD Note are governed by the New York law; any of
         the provisions of these documents which are not legal, valid or
         enforceable under the New York law might not be enforceable in the
         Argentine courts either.

(16)     the courts of Argentina will generally recognize as valid, and will
         enforce, any final and conclusive civil judgment for a monetary claim
         obtained in a court located in the United States against the Company by
         any holder of CGD Note and/or under the Agreement in any action
         commenced by services of process as specified therein, provided that
         the requirements of Article 517 of the Federal Code of Civil and
         Commercial Procedure are met, as follows:
              (A)the judgement, which must be final in the jurisdiction where
                 rendered, was issued by a court competent in accordance with
                 the Argentine conflict of law principles regarding jurisdiction
                 and resulted from a personal action, or an in rem action with
                 respect to personal property which was transferred to Argentine
                 territory during or after the prosecution of the foreign
                 action,
              (B)the defendant against whom enforcement of the judgment is
                 sought was personally served with the summons and, in
                 accordance with due process of law, was given an opportunity to
                 defend against the foreign action,
              (C)the judgment must be valid in the jurisdiction where rendered
                 and its authenticity must be established in accordance with the
                 requirements of Argentina law,
              (D)the judgment does not violate the principles of public policy
                 of Argentine law, and
              (E)the judgment is not contrary to a prior or simultaneous
                 judgment of an Argentine court;

(17)     any judgment obtained in a court in Argentina against the Company by
         any holder of the CGD Note or by any party under the Agreement would be
         expressed in United States dollars;

(18)     we are not aware of the existence of any pending or threatened legal or
         governmental actions, suits or proceedings against or affecting the
         Company or any of its Subsidiaries; or which have as the subject
         thereof any property owned or leased by the Company or any of its
         Subsidiaries, where in any such case there is a reasonable possibility
         that such action, suit or proceeding might be determined adversely to
         the Company or such Subsidiary and any such action, suit or proceeding,
         if so determined adversely, would reasonably be expected to materially
         affect the Company's business;

The opinions set out in this letter as regards the binding nature and
enforceability of the obligations of the Company, and the Argentine Subsidiary
Guarantors contemplated under the Agreement and the CGD Note are subject to all
limitations arising from bankruptcy, insolvency, liquidation, reorganization,
moratorium or similar law affecting the rights of creditors generally.


                                       5

We express no opinion as to any agreement, instrument or document other than
those specified in this letter.

A copy of this opinion letter may be delivered by you to any person that becomes
a Lender in accordance with the provisions of the Agreement. Any such person may
rely on the opinions expressed above as if this opinion letter were addressed
and delivered to such person on the date hereof.

This opinion letter is rendered to you in connection with the transactions
contemplated by the Agreement. This opinion letter may not be relied upon by you
or any person entitled to rely on this opinion pursuant to the preceding
paragraph for any other purpose without our prior written consent.

This opinion letter speaks only as of the date hereof. We expressly disclaim any
responsibility to advise you of any development or circumstance of any kind,
including any change of law or fact, that may occur after the date of this
opinion letter even though such development or circumstance may affect the legal
analysis, a legal conclusion or any other matter set forth in or relating to
this opinion letter.

Yours faithfully,



                                                          EXHIBIT D - FORM OF
                                                                   OPINION OF
                                             NEW YORK COUNSEL FOR THE COMPANY

                                                             February 8, 2005


Compagnie Gervais Danone




                            Mastellone Hermanos S.A.
                            ------------------------

Ladies and Gentlemen:

         We have acted as New York counsel to Mastellone Hermanos S.A., an
Argentine corporation (the "Company"), Leitesol Industria e Comercio S.A., a
Brazilian limited corporation ("Leitesol"), Promas S.A., an Argentine
corporation ("Promas"), and Mastellone San Luis S.A., an Argentine corporation
(together with Leitesol and Promas, the "Subsidiary Guarantors") for the sole
purpose of delivering this opinion letter in connection with the Amended and
Restated Loan Agreement dated as of February 8, 2005 (the "Loan Agreement")
among the Company, the Subsidiary Guarantors and you. Unless otherwise defined
herein, terms defined in the Loan Agreement are used herein as therein defined.

         In that connection, we have reviewed the Loan Agreement (including the
Exhibits thereto).

         We have also reviewed originals or copies of such other records of the
Company and the Subsidiary Guarantors, certificates of officers of the Company
and the Subsidiary Guarantors and agreements and other documents as we have
deemed necessary as a basis for the opinions expressed below.

         In connection with the delivery of this opinion letter, we have
assumed:

     (A) The Loan Agreement will be executed in the form that we reviewed and
that the CGD Note will be executed substantially in the form of Exhibit A
thereto.

     (B) The genuineness of all signatures.

     (C) The authenticity of the originals of the documents submitted to us.

     (D) The conformity to authentic originals of any documents submitted to us
as copies.

     (E) That the Loan Agreement is the legal, valid and binding obligation of
each party thereto, other than the Company and the Subsidiary Guarantors,
enforceable against each such party in accordance with its terms.

     (F) That:

               (1) Each of the Company and each Subsidiary Guarantor is an
          entity duly organized and validly existing under the laws of the
          jurisdiction of its organization.

               (2) Each of the Company and each Subsidiary Guarantor has full
          power to execute, deliver and perform, and has duly executed and
          delivered, the Loan Agreement and, in the case of the Company, the CGD
          Note.

               (3) The execution, delivery and performance by each of the
          Company and each Subsidiary Guarantor of the Loan Agreement and by the
          Company of the CGD Note have been duly authorized by all necessary
          action (corporate or otherwise) and do not:

                    (a) contravene its certificate or articles of incorporation,
               by-laws or other organizational documents;

                    (b) except with respect to Generally Applicable Law, violate
               any law, rule or regulation applicable to it; or

                    (c) result in any conflict with or breach of any agreement
               or document binding on it of which any addressee hereof has
               knowledge, has received notice or has reason to know.

               (4) Except with respect to Generally Applicable Law, no
          authorization, approval or other action by, and no notice to or filing
          with, any governmental authority or regulatory body or (to the extent
          the same is required under any agreement or document binding on it of
          which an addressee hereof has knowledge, has received notice or has
          reason to know) any other third party is required for the due
          execution, delivery or performance by the Company or any Subsidiary
          Guarantor of the Loan Agreement or by the Company of the CGD Note or,
          if any such authorization, approval, action, notice or filing is
          required, it has been duly obtained, taken, given or made and is in
          full force and effect.




We have not independently established the validity of the foregoing assumptions.

         "Generally Applicable Law" means the federal law of the United States
of America, and the law of the State of New York (including the rules or
regulations promulgated thereunder or pursuant thereto), that a New York lawyer
exercising customary professional diligence would reasonably be expected to
recognize as being applicable to the Company, a Subsidiary Guarantor, the Loan
Agreement or the CGD Note. Without limiting the generality of the foregoing
definition of Generally Applicable Law, the term "Generally Applicable Law" does
not include any law, rule or regulation that is applicable to the Company, a
Subsidiary Guarantor, the Loan Agreement or the CGD Note solely because such
law, rule or regulation is part of a regulatory regime applicable to the
specific assets or business of any party to the Loan Agreement or any of its
affiliates.

         Based upon the foregoing and upon such other investigation as we have
deemed necessary and subject to the qualifications set forth below, we are of
the opinion that the Loan Agreement and the CGD Note are the legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, and that the Loan Agreement is the
legal, valid and binding obligation of each Subsidiary Guarantor, enforceable
against such Subsidiary Guarantor in accordance with its terms.

         Our opinion expressed above is subject to the following qualifications:

          (a) Our opinion is subject to (i) the effect of any applicable
     bankruptcy, insolvency, reorganization, moratorium or similar laws
     affecting creditors' rights generally (including without limitation all
     laws relating to fraudulent transfers) and (ii) possible judicial action
     giving effect to governmental actions or foreign laws affecting creditors'
     rights.

          (b) Our opinion is subject to the effect of general principles of
     equity, including without limitation concepts of materiality,
     reasonableness, good faith and fair dealing (regardless of whether
     considered in a proceeding in equity or at law).

          (c) We express no opinion with respect to Section 8.05 of the Loan
     Agreement to the extent that such Section permits set off to be made
     without notice.

          (d) We express no opinion with respect to the enforceability of
     indemnification provisions, or of release or exculpation provisions,
     contained in the Loan Agreement to the extent that enforcement thereof is
     contrary to public policy regarding the indemnification against or release
     or exculpation of criminal violations, intentional harm or violations of
     securities laws.

          (e) We express no opinion with respect to the enforceability of any
     indemnity against loss in converting into a specified currency the proceeds
     or amount of a court judgment in another currency.

          (f) We express no opinion with respect to Section 8.11 of the Loan
     Agreement to the extent that such Section (i) contains a waiver of any
     objection based on inappropriate venue or forum non conveniens in any
     federal court of the United States or (ii) implies that a federal court of
     the United States has subject matter jurisdiction.

          (g) Our opinion is limited to Generally Applicable Law.

         A copy of this opinion letter may be delivered by any of you to any
Person to which you assign any portion of your rights and obligations under the
Loan Agreement and the CGD Note in accordance with the provisions of the Loan
Agreement. Any such Person may rely on the opinions expressed above as if this
opinion letter were addressed and delivered to such Person on the date hereof.

         This opinion letter is rendered to you in connection with the
transactions contemplated by the Loan Agreement. This opinion letter may not be
relied upon by you or any person entitled to rely on this opinion pursuant to
the preceding paragraph for any other purpose without our prior written consent.

         This opinion letter speaks only as of the date hereof. We expressly
disclaim any responsibility to advise you of any development or circumstance of
any kind, including any change of law or fact, that may occur after the date of
this opinion letter even though such development or circumstance may affect the
legal analysis, a legal conclusion or any other matter set forth in or relating
to this opinion letter.

                                             Very truly yours,




JAM
RHR