RecitalsEscrow Agreement • February 4th, 2003 • American Beverage Co Ambev • Beverages • New York
EXHIBIT 99.1 Joint Filing Agreement Pursuant to Rule 13d-1 --------------------------------------------- This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below,...Joint Filing Agreement • February 4th, 2003 • American Beverage Co Ambev • Beverages
ARTICLE IShareholders Agreement • May 13th, 2002 • Companhia De Bebidas Das Americas-Ambev • Beverages • New York
ARTICLE IShare Exchange Agreement • May 13th, 2002 • Companhia De Bebidas Das Americas-Ambev • Beverages • New York
EXHIBIT 4.1 PURCHASE AGREEMENTAmerican Beverage Co Ambev • June 30th, 2004 • Beverages • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT Dated September 18 2003Registration Rights Agreement • June 30th, 2004 • American Beverage Co Ambev • Beverages • New York
GUARANTYAmerican Beverage Co Ambev • June 30th, 2004 • Beverages • New York
INDENTUREIndenture • August 29th, 2002 • American Beverage Co Ambev • Beverages • New York
COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV AND THE BANK OF NEW YORKDeposit Agreement • July 24th, 2007 • American Beverage Co Ambev • Beverages • New York
DEPOSIT AGREEMENT dated as of July 17, 2000, as amended and restated as of October 23, 2000, as further amended and restated as of _________________, 2007, among COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV, a company incorporated under the laws of Brazil (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) from time to time of American Depositary Receipts issued hereunder (herein called the Deposit Agreement).
RECITALSAgreement • August 29th, 2002 • American Beverage Co Ambev • Beverages • New York
EXHIBIT D JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1 This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The...Joint Filing Agreement • November 29th, 2002 • American Beverage Co Ambev • Beverages
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. This agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together constitute a single contract. Delivery of an executed counterpart of this agreement by telecopy shall be as effective as delivery of a manually executed counterpart of this agreement.
INDENTURE amongIndenture • June 30th, 2004 • American Beverage Co Ambev • Beverages • New York
LOCK-UP AGREEMENTLock-Up Agreement • March 9th, 2004 • American Beverage Co Ambev • Beverages
DRAFT IN AGREED FORM STICHTING INTERBREW Conditions of Administration The present Conditions of Administration apply to the AK, incorporated on 19 October 2000 by a notarial deed executed by the Notary Heering, having his registered office located in...American Beverage Co Ambev • March 8th, 2004 • Beverages
August 9, 2004 EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: Companhia Brasileira de Bebidas (the "Company") proposes to make an offer (the...Exchange Agent Agreement • August 10th, 2004 • American Beverage Co Ambev • Beverages • New York
By: /s/ C. Baillet ------------------------------------- Name: Title:Stock Purchase Agreement • February 4th, 2003 • American Beverage Co Ambev • Beverages • New York
REGISTRATION RIGHTS AGREEMENT dated as of January 31, 2003, among Beverage Associates (BAC) Corp., a British Virgin Islands corporation ("BAC")and Companhia de Bebidas das Americas-AmBev, a Brazilian corporation (the "Company"). R E C I T A L S...Registration Rights Agreement • February 4th, 2003 • American Beverage Co Ambev • Beverages • New York
Article I DefinitionsGovernance Agreement • February 4th, 2003 • American Beverage Co Ambev • Beverages
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT Dated December 19, 2001Registration Rights Agreement • August 29th, 2002 • American Beverage Co Ambev • Beverages • New York
ARTICLE I DefinitionsShare Transfer Agreement • February 4th, 2003 • American Beverage Co Ambev • Beverages • New York
RECITALSAgreement Regarding • June 30th, 2004 • American Beverage Co Ambev • Beverages • New York
AND OWNERS OF AMERICAN DEPOSITARY RECEIPTS Common Deposit Agreement Dated as of July 17, 2000 Amended and Restated as of October 23, 2000Deposit Agreement • May 24th, 2005 • American Beverage Co Ambev • Beverages • New York
DEPOSIT AGREEMENT dated as of July 17, 2000, as amended and restated as of October 23, 2000, among COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV, a company incorporated under the laws of Brazil (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) from time to time of American Depositary Receipts issued hereunder (herein called the Deposit Agreement).
CONFORMED COPY CONTRIBUTION AND SUBSCRIPTION AGREEMENTContribution and Subscription Agreement • March 9th, 2004 • American Beverage Co Ambev • Beverages • New York
LICENSE AGREEMENT dated as of January 31, 2003, between QUILMES INDUSTRIAL (QUINSA) SOCIETE ANONYME, a Luxembourg corporation ("QUINSA"), and COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV, a Brazilian sociedade anonima ("AMBEV").Conformed Copy • June 30th, 2003 • American Beverage Co Ambev • Beverages • New York
CONFORMED COPY SHAREHOLDERS AGREEMENT dated as of March 2, 2004, among BRC, a corporation (societe anonyme) duly incorporated and validly existing under the laws of Luxembourg, having its registered office at 73, Cote d'Eich, L-1450, Luxembourg...Conformed Copy • March 9th, 2004 • American Beverage Co Ambev • Beverages
EXHIBIT 2.22 This CONSENT AND INDEMNITY AGREEMENT (this "Agreement") dated as of May 24, 2004, is made and entered into by and among COMPANHIA DE BEBIDAS DAS AMERICAS-AMBEV, a corporation organized under the laws of the Federative Republic of Brazil...Consent and Indemnity Agreement • May 27th, 2004 • American Beverage Co Ambev • Beverages • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 26th, 2007 • American Beverage Co Ambev • Beverages • New York
This STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of December 21, 2007 between Companhia de Bebidas das Américas - AmBev, a Brazilian corporation (the "Buyer"), on the one hand and Duma Master Fund, L.P., a Cayman Islands exempt limited partnership (the "Seller"), on the other hand.
dated as of March 3, 2004 amongIncorporacao Agreement • March 9th, 2004 • American Beverage Co Ambev • Beverages • New York
August ___, 2004 INTERBREW S.A. INTERBREW INTERNATIONAL B.V. COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV JALUA SPAIN S.L. TRANSFER AGREEMENTTransfer Agreement • July 1st, 2005 • American Beverage Co Ambev • Beverages • New York
INTERBREW INTERNATIONAL B.V., Ceresstraat 19, 4811 CA Breda, The Netherlands, a corporation organized under the laws of the Netherlands
INDENTURE among AMBEV INTERNATIONAL FINANCE CO. LTD., as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Calculating Agent, Paying Agent and Authenticating Agent and DEUTSCHE BANK LUXEMBOURG S.A. as Luxembourg Paying Agent and Luxembourg...Indenture • September 22nd, 2008 • American Beverage Co Ambev • Beverages • New York
INDENTURE (the “Indenture”) dated as of July 24, 2007 among AmBev International Finance Co. Ltd. (the “Issuer”), a company incorporated with limited liability in the Cayman Islands (“Cayman Islands”), Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”), as calculating agent (the “Calculating Agent”) and as Paying Agent in New York (the “Paying Agent”) and Deutsche Bank Luxembourg S.A. as paying agent and transfer agent in Luxembourg.
LABATT SERVICES AGREEMENTLabatt Services Agreement • July 1st, 2005 • American Beverage Co Ambev • Beverages • New York
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto have agreed as follows:
GUARANTY Dated as of July 24, 2007 Between COMPANHIA DE BEBIDAS DAS AMÉRICAS- AMBEV as Guarantor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee for the Noteholders Referred to HereinGuaranty • September 22nd, 2008 • American Beverage Co Ambev • Beverages • New York
GUARANTY (this “Guaranty”), dated as of July 24 , 2007, between COMPANHIA DE BEBIDAS DAS AMÉRICAS-AMBEV (the “Guarantor”), a sociedade anônima organized and existing under the laws of the Federative Republic of Brazil (“Brazil”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee for the holders of the Notes issued pursuant to the Indenture (as defined below) (the “Trustee”).
EXHIBIT 2.I (A free translation of the original in Portuguese) FIRST AMENDMENT TO THE SHAREHOLDERS' AGREEMENT OF COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV FUNDACAO ANTONIO E HELENA ZERRENNER INSTITUICAO NACIONAL DE BENEFICENCIA, headquartered in the...American Beverage Co Ambev • March 8th, 2004 • Beverages
ContractLicense Agreement • July 1st, 2005 • American Beverage Co Ambev • Beverages • New York
LICENSE AGREEMENT dated as of March 21, 2005, between Companhia de Bebidas das Américas - AmBev, a corporation organized under the laws of the Federative Republic of Brazil (“AmBev”), and InBev S.A., a public limited liability company organized under the laws of Kingdom of Belgium (“InBev”).
PAGE SECTION 1. Definitions.........................................................1 SECTION 2. Guaranty ...........................................................9 SECTION 3. Guaranty Absolute..................................................10...Registration Rights Agreement • August 29th, 2002 • American Beverage Co Ambev • Beverages • New York
