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.
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”).
DEUTSCHE BANK TRUST COMPANY AMERICAS EXCHANGE AGENT AGREEMENTAmerican Beverage Co Ambev • September 22nd, 2008 • Beverages • New York
Ambev International Finance Co. Ltd., a Cayman Islands corporation (the “Company”), is offering to exchange (the “Exchange Offer”) for an equal principal amount of its R$ 300,000,000 (the “Old Notes” and, together with the New Notes, the “Notes”), pursuant to a prospectus (the “Prospectus”) included in the Company’s Registration Statement on Form F-4 (File No. ) as amended (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) and attached hereto as Exhibit A. The Term “Expiration Date” shall have the meaning set forth in the prospectus. Upon execution of this Agreement, Deutsche Bank Trust Company Americas will act as the Exchange Agent for the Exchange Offer (the “Exchange Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Prospectus.
REGISTRATION RIGHTS AGREEMENT Dated July 24, 2007 among AMBEV INTERNATIONAL FINANCE CO. LTD. as Issuer, COMPANHIA DE BEBIDAS DAS AMÉRICAS — AMBEV as Guarantor, and CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (EUROPE) LIMITED and CREDIT...Registration Rights Agreement • September 22nd, 2008 • American Beverage Co Ambev • Beverages • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of July 24, 2007, among (i) AmBev International Finance Co. Ltd. (the “Issuer”), a company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Companhia de Bebidas das Américas — AMBEV, a sociedade anônima organized and existing under the laws of the Federative Republic of Brazil (“AMBEV” and, collectively with the Issuer, the “Companies”), (ii) AMBEV and (iii) Citigroup Global Markets Inc., Credit Suisse Securities (Europe) Limited and Credit Suisse Securities (USA) LLC as representatives on behalf of the Initial Purchasers (as defined below) of R$300,000,000 of the Issuer’s 9.500% Notes due 2017 (the “Notes”). Terms not otherwise defined herein are used as defined in the Indenture (as defined below).
