CONFIDENTIALITY AGREEMENT
In connection with the possible merger of the Sarmento and Goncalvez
bottling operations in Brazil with the bottling operations in Brazil currently
owned by Rio de Janeiro Refrescos Ltda. (collectively, the Sarmento, Goncalvez
and Rio de Janeiro Refrescos Ltda. Bottling operations will be referred to as
the "Bottlers") Embotelladora Andina S.A. and one or more of its subsidiaries
("Andina") and The Coca-Cola Company and one or more of its subsidiaries ("KO")
are each prepared to furnish certain information concerning said transaction
(the "Transaction") which is non-public, confidential or proprietary in nature
(the "Confidential Information") to one another. For the purposes of this
document, unless the parties are referred by their specific names, they will be
referred collectively as "Parties" and individually as "Party". As used herein,
"Confidential Information" includes all oral or written information or
documentation, in whole or in part, concerning the Transaction that is
designated "Confidential" by the Party disclosing such Confidential Information
(hereinafter referred to as a "Disclosing Party"), and that the Disclosing
Party has provided or has been provided on behalf of the Disclosing Party to
the Parties receiving such Confidential Information (each hereinafter referred
to individually as a "Receiving Party") or, on the Receiving Party's behalf, to
its agents, employees and representatives, that contains any such information
and the Parties' review of or interest in the Transaction. The Disclosing
Party shall use all reasonable efforts to identify all Confidential
Information provided by it as such.
Following the execution of this Agreement, Andina and KO shall commence
good faith negotiations towards reaching a mutually acceptable definitive
Transaction agreement. In the event that either Andina or KO believes that the
negotiations have not been successful and that further negotiation would not be
in its best interest, that Party may terminate negotiations at any time by
written notice to the other Party. Unless and until a definitive Transaction
agreement has been executed and delivered, neither Andina nor KO will be under
any legal obligation of any kind whatsoever with respect to any transaction by
virtue of this or any other written or oral
<PAGE>
expression by such Party or any of their representatives except, in the case of
this Agreement, for the matters specifically agreed to herein.
The term "Confidential Information" shall not include any portion of the
information that (i) is or becomes generally available to the public other than
as a result of a disclosure by any Receiving Party or its agents,
representatives or employees in violation of this Agreement or (ii) is or
becomes available to any Receiving Party on a non-confidential basis other than
from a source known by such Receiving Party to be bound by a confidentiality
obligation or otherwise bound by a duty of confidentiality.
The Parties agree that the methods of valuation used by Andina or KO and
any economic valuation of the Bottlers developed by Andina or KO shall be
treated as Confidential Information hereunder and Andina and KO shall afford the
same treatment with respect to such information as is required with respect to
Confidential Information relating to the Bottlers.
The Parties agree that Confidential Information will be kept
confidential and shall not, except as hereinafter provided, without the prior
written consent of the Disclosing Party, be disclosed by either the Receiving
Party or its agents, representatives or employees in any manner whatsoever, in
whole or in part, and shall not be used by the Receiving Party other than in
connection with evaluating the Transaction. Moreover, each Receiving Party
agrees to transmit the Confidential Information only to its respective agents,
representatives and employees who need to know the Confidential Information for
the purpose of evaluating the Transaction and such agents, representatives and
employees shall agree to be bound by the terms and conditions of this Agreement.
The Parties and their respective agents, representatives and employees
shall not, without the prior written consent of all Parties hereto, disclose to
any individual or entity the fact that the Confidential Information has been
made available to any Receiving Party, that discussions or
<PAGE>
negotiations are taking place or have taken place concerning the Transaction, or
any of the terms, conditions or other facts with respect to the Transaction.
Each Party will provide copies of this Agreement to its respective
agents, representatives and employees, explain their responsibilities and
obligations under this Agreement and establish internal controls to ensure that
the Confidential Information is properly protected from unauthorized disclosure
or use. Each Party will be responsible for any failure on the part of any
of its agents, representatives and employees to adhere to the terms of this
Agreement.
Each Party hereby acknowledges that it is aware, and will advise its
agents, representatives and employees who are informed as to matters which are
subject to this Agreement, that the United States Securities Laws prohibit any
person who has received from an issuer material, non-public information
concerning the matters which are the subject of this Agreement from purchasing
or selling securities of such issuer or from communicating such information to
any other person under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities.
In the event that negotiations are terminated, each Receiving Party
agrees that it will, at the request of the Disclosing Party, return the
Confidential Information delivered to it by the Disclosing Party promptly upon
such request or, if requested by Disclosing Party, destroy such Confidential
Information. In the event that Confidential Information is destroyed pursuant
to the provisions of this Agreement, the Receiving Party destroying such
Confidential Information shall provide the Disclosing Party with a
certificate of destruction executed by an authorized officer supervising such
destruction. Notwithstanding the first sentence of this paragraph, the portion
of the Confidential Information that consists of analyses, compilations,
studies, other documents or electronic media prepared by either Receiving Party
or its agents, representatives or employees, may be retained by such Receiving
Party so long as it is kept confidential subject to the terms of this Agreement.
<PAGE>
In the event that a Receiving Party or anyone to whom a Receiving Party
transmits Confidential Information becomes legally compelled to disclose any
Confidential Information, such Receiving Party will provide the Disclosing
Party with prompt written notice so that the Disclosing Party may seek a
protective order or other appropriate remedy and/or waive compliance with the
provisions of this Agreement. In the event that such protective order or
other remedy is not obtained or the Disclosing Party waives compliance with the
provisions of this Agreement, such Receiving Party will furnish only that
portion of the Confidential Information that it is advised by legal counsel is
required to be disclosed and will exercise all reasonable efforts to obtain a
protective order; such Receiving Party will also use all reasonable efforts to
ensure that confidential treatment will be accorded the Confidential
Information.
The obligations of confidentiality set forth in this Agreement shall
remain in effect until the earlier of the second anniversary of the date hereof
or the date all Confidential Information delivered hereunder is returned to the
Disclosing Party or destroyed pursuant to the provisions of this Agreement, to
the extent such Confidential Information is required to be returned or
destroyed.
Andina and KO understand and agree that no contract, agreement or
understanding of any kind providing for the Transaction shall be deemed to
exist between or among them unless and until a definitive Transaction agreement
has first been executed and delivered, and Andina and KO hereby waive, in
advance, any claims (including, without limitation, breach of contract) in
connection with the Transaction unless and until they have entered into such a
definitive Transaction agreement. Andina and KO agree that, unless and until
such a definitive Transaction agreement has been executed and delivered by them,
neither Party nor its respective directors, officers, stockholders, partners,
affiliates, employees or agents shall have any legal obligation of any kind
whatsoever with respect to the Transaction except for matters specifically
agreed to in this Agreement.
<PAGE>
This Agreement constitutes the entire Agreement among the Parties with
regard to the subject matter hereof. No modifications, amendments or waivers
shall be binding without the prior written consent of the Party or Parties
affected.
This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their successors and assigns. This Agreement shall not be
assigned (whether by operation of law or otherwise) without the prior written
consent of all Parties. The Parties agree to cause all their respective
subsidiaries to abide by the terms of this Agreement.
This Agreement and the rights and liabilities of the Parties hereto
shall be governed by and construed in accordance with the laws of the State of
Georgia, United States of America, applicable to contracts made to be performed
therein. Furthermore, each of the Parties to this Agreement hereby irrevocably
and unconditionally consents to submit to the exclusive jurisdiction of the
federal district or state courts sitting in the city of Atlanta, Georgia, for
any actions, suits or proceedings arising out of or related to this Agreement
and the Transaction contemplated hereby (and each Party agrees not to commence
any such action, suit or proceeding except in such courts), and further agrees
that the service of any process, summons, notice or document by registered or
express mail to its address set forth below shall be effective service of
process for any action, suit or proceeding and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding arising out
of or relating to this Agreement or the Transaction contemplated hereby.
Each Party agrees and acknowledges that, in the event of any breach by
it of the terms of this Agreement, the other Parties would be irreparably
harmed and could not be made whole by monetary damages. It is accordingly
agreed that each Party, in addition to any other remedy to which it may be
entitled at law or in equity, shall be entitled to compel specific performance
of this Agreement and shall be entitled to such mandatory injunctive or other
relief as may be
<PAGE>
necessary or appropriate to carry out the intent of the Parties with respect to
this Agreement in any action instituted in any court having subject matter
jurisdiction thereof.
In any case where any notice, service of process or other communication
is required to be given hereunder, such notice, service of process or other
communication shall be in writing and (i) personally delivered, (ii) sent by
express mail (iii) transmitted by facsimile (with subsequent confirmation that
it has received) at the following addresses (or such other addresses as the
Parties may designate from time to time to each other by due notice pursuant
to this paragrap h):
(i) If to Andina:
Embotelladora Andina S.A.
Av. Carlos Valdovinos 540
Comuna de San Joaquin
Santiago de Chile
Attention: General Counsel, Legal Department
Telephone:
Facsimile:
(ii) If to KO:
The Coca-Cola Company
One Coca-Cola Plaza, NW
Atlanta, Georgia 30313
Attention: General Counsel, Latin America Group
Telephone: (404) 676-4133
Facsimile: (404) 676-4596
The terms and conditions contained herein constitute the entire
Agreement between the Parties relating to the subject matter of this
Agreement and shall supersede all previous communication among the Parties
with respect to the subject matter of this Agreement.
Each Party shall pay its own legal and other costs, charges and
expenses connected with this Agreement and the performance of their
obligations hereunder.
<PAGE>
This Agreement shall not be deemed or construed in any way to result
in the creation of any rights in any person not a Party to this Agreement.
ACCEPTED: THE COCA-COLA COMPANY
By: /S/ WILLIAM J. DAVIS
___________________________________
Date: June 21, 2000
ACCEPTED: EMBOTELLADORA ANDINA S.A.
By: JAIME GARCIA R. By: PEDRO PELLEGRINI R.
________________________________ _____________________________
Date: June 21, 2000
