EXHIBIT 2.24
AMENDED AND RESTATED
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT
This AMENDED AND RESTATED AMENDMENT NO. 1 (this "Amended and Restated
Amendment No. 1") is made and entered into in as of November 14, 2008 by and
among BRC, a corporation (societe a responsabilite limitee) duly incorporated
and validly existing under the laws of Luxembourg, having its registered office
at ▇▇-▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ("▇▇▇"), ▇▇▇▇▇▇▇ ▇▇▇▇▇
Sebastien SA or EPS SA, a corporation (societe anonyme) duly incorporated and
validly existing under the laws of Luxembourg having its registered office at ▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (formerly, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Sebastien SCA)
("EPS"), Rayvax Societe d'Investissements SA, a corporation (societe anonyme)
duly incorporated and validly existing under the laws of Belgium, having its
registered office at ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ("Rayvax") and
the Stichting InBev, a foundation (stichting) duly incorporated and validly
existing under the laws of the Netherlands, having its legal seat in Rotterdam
and its registered office at ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
(formerly, Stichting Administratiekantoor Interbrew) (the "AK", and each of the
AK, BRC, EPS and Rayvax, a "Party" and collectively, the "Parties"), to amend
and restate in its entirety the Amendment No. 1, dated October 6, 2008
("Amendment No. 1"), to that certain Shareholders Agreement, dated as of March
2, 2004 (as amended from time to time, the "Agreement") among the Parties.
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in the Agreement.
WHEREAS, in order to partially finance the acquisition of
Anheuser-▇▇▇▇▇ Companies, Inc., the Company is contemplating to conduct the
Rights Offering (as defined below);
WHEREAS, EPS and BRC have entered into or intend to enter into
Financing Arrangements (as defined below) to enable them to subscribe for Shares
in the Rights Offering for the amounts set forth herein;
WHEREAS, the Parties desire to permit the use by EPS and BRC of their
certificated Shares (and Certificates corresponding to such Shares) as
collateral under their respective Financing Arrangements subject to the terms
and conditions set forth herein;
WHEREAS, the Parties desire to permit the conduct by each of EPS and
BRC of a placing in respect of certain of their certificated Shares (and
Certificates corresponding to such Shares) pursuant to one or several Placing
Arrangements to be entered into, inter alia, by each of BRC and EPS prior to the
launch of the Rights
Offering (the "Placing Arrangements") subject to the terms and conditions set
forth herein;
WHEREAS, EPS and BRC agree, without making any commitment, that it is
desirable that the AK (with the existing partners) moves over the next years in
the direction of reaching an ownership of more than 50% of the outstanding
Shares;
WHEREAS, subject to the terms and conditions set forth herein, the
Parties intend to cause a portion of the Shares subscribed for in the Rights
Offering by EPS and all of the Shares subscribed for in the Rights Offering by
BRC, in each case in respect of the certificated Shares underlying their
Existing Certificates (as defined below), to be transferred to the AK for
certification in accordance with the Conditions of Administration;
WHEREAS, EPS and BRC desire that upon the transfer to the AK for
certification of Shares subscribed by them in the Rights Offering, the total
number of Class B Certificates held by BRC will equal the total number of Class
A Certificates held by EPS, as specified herein;
WHEREAS, EPS has changed its corporate form from an SCA (societe en
commandite par actions) to an SA (societe anonyme) and Stichting
Administratiekantoor Interbrew has changed its name to Stichting InBev; and
WHEREAS, the Parties desire to amend and restate the Amendment No. 1 in
its entirety and to amend the Agreement and the Conditions of Administration, in
each case, to reflect the foregoing and to make such other amendments to the
Agreement as are specified herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein and in the Agreement, the Parties
agree as follows:
1. Investments by EPS and BRC in connection with the Rights Offering.
(a) The AK will, promptly following the attribution thereof, distribute
the subscription rights attributable to the Shares represented by
Class A Certificates to EPS. EPS agrees to
(A) use its reasonable best endeavors to secure Financing
Arrangements on commercially reasonable terms which will enable
EPS and certain affiliates of the Belgian Founders to invest
approximately EUR 1.1 billion (the "EPS Commitment") to subscribe
for Shares in the Rights Offering, it being understood that this
amount will be subscribed as follows:
(i) EPS: an amount of approximately EUR 915,000,000;
(ii) certain affiliates of the Belgian Founders: an amount of
approximately EUR 185,000,000;
and
(B) to the extent it can secure adequate Financing Arrangements in
accordance with Clause (A), invest upon the distribution by the
AK of subscription rights attributable to Shares represented by
Class A Certificates
(i) the net funds available to it pursuant to such Financing
Arrangements (up to an amount equal to approximately EUR 1.1
billion) plus
(ii) the proceeds of the Tail Swallowing, if any, pursuant to
paragraph (c) below, to subscribe for Shares in the Rights
Offering.
Immediately following such subscription EPS will transfer to the
AK for certification as Class A Certificates in accordance with
the Conditions of Administration, a number of Shares, together
with the Shares currently held by the AK and underlying Class A
Certificates, equal to the lesser of (i) 23% of the number of
Shares representing the entire issued share capital of the
Company outstanding immediately following the closing of the
Rights Offering and (ii) the aggregate of (a) 180,000,000 Shares
and (b) the number of Shares subscribed to by EPS in the Rights
Offering through an aggregate investment of (i.) EUR 600,000,000
and (ii.) any funds raised pursuant to the Tail Swallowing. Such
transfer and certification will be subject to the terms and
conditions set forth herein and in the Agreement and subject to
any Pledge.
(b) The AK will, promptly following the attribution thereof, distribute
the subscription rights attributable to the Shares represented by
Class B Certificates to BRC. BRC agrees to
(A) use its reasonable best endeavors to secure a Financing
Arrangement on commercially reasonable terms which will enable it
to invest approximately EUR 1.5 billion (the "BRC Commitment") to
subscribe for Shares in the Rights Offering, and
(B) to the extent it can secure an adequate Financing Arrangement in
accordance with clause (A), invest, upon the distribution by the
AK of subscription rights attributable to Shares represented by
Class B Certificates
(i) the net funds available to it pursuant to such Financing
Arrangement (up to an amount equal to approximately EUR 1.5
billion) plus
(ii) the proceeds of the Tail Swallowing, if any, pursuant to
paragraph (c) below, to subscribe for Shares in the Rights
Offering.
Immediately following such subscription, BRC will transfer to the
AK for certification as Class B Certificates, in accordance with
the Conditions of Administration a number of Shares which, upon
certification by the AK thereof, will result in the total number
of Class B Certificates held by BRC
being equal to the total number of Class A Certificates held by
EPS. Such transfer and certification will be subject to the terms
and conditions set forth herein and in the Agreement and subject
to any Pledge.
(c) To the extent that the EPS Commitment or the BRC Commitment are
insufficient to permit respectively EPS or BRC, as the case may
be, to exercise all subscription rights attributable to its Class
A Certificates, in the case of EPS, or Class B Certificates, in
the case of BRC, or the non-certificated Shares directly held
respectively by EPS and BRC, EPS and/or BRC as the case may be,
may conduct a Tail Swallowing to subscribe for Shares in the
Rights Offering.
To effect any sales of certificated Shares represented by
Existing Certificates in accordance with this paragraph (c),
notwithstanding anything to the contrary contained in the
Agreement:
A. Upon the request of BRC (with respect to Class B
Certificates) or EPS (with respect to Class A Certificates), the
Parties shall cause the AK to promptly de-certificate Shares
underlying such Certificates, and deliver such Shares to EPS or
BRC, as the case may be; and
B. BRC and EPS, as the case may be, shall cause a number of
Shares equal to the Shares so de-certificated, to be Transferred
to the AK promptly after the end of the Rights Offering for
certification.
(d) Each of BRC and EPS shall ensure that any decertification
requested by it in accordance with Section 1(c) above and any
subsequent Transfer and sale of Shares is effected in compliance
with the terms of any Financing Arrangement or Placing
Arrangement to which it is a party. Each of BRC and EPS
acknowledges that any Shares transferred to the AK pursuant to
Section 1(a) or Section 1(b) above may be subject to a Pledge
pursuant to the Agreement as amended hereby.
2. Pledge of certificated Shares and/or corresponding Certificates and
certification of additional Shares. A new Section 8.12 is hereby added
to the Agreement as follows:
"8.12 Pledge of certificated Shares and/or corresponding Certificates.
Notwithstanding anything to the contrary contained in this Agreement:
(a) Each of BRC and EPS (each, a "Pledging Party") may pledge as
collateral and grant a security interest in ("Pledge") (i) any
certificated Shares underlying its Existing Certificates, (ii)
any certificated Shares underlying its New Certificates, and
(iii) any Certificates corresponding to Shares Pledged in
accordance with this Agreement, in each case, pursuant to a
Financing Arrangement subject to the following:
A. Each Pledging Party will use its reasonable best endeavors
to ensure that any Financing Arrangement it enters into
includes (i) a "right of first refusal" exercisable during
any grace period or cure period provided for in such
Financing Arrangement for the benefit of the non-defaulting
Pledging Party in respect of any Pledged Shares that would
otherwise be subject to de-certification and/or transfer to
or on the order of a Lender upon the occurrence of an Event
of Default under such Financing Arrangement and (ii) an
obligation of the Lender to notify the AK, BRC and EPS in
writing promptly if any Event of Default occurs under such
Financing Arrangement.
B. With a view to and in respect of each Pledge, subject to the
conditions and limitations set forth in this Section 8.12:
i. Upon the written request of (a) BRC (with respect to
Class B Certificates) or EPS (with respect to Class A
Certificates) or (b) a Lender in accordance with the
terms and conditions of the relevant Financing
Arrangement (whether in connection with a margin call
or otherwise), the Parties shall cause the AK to
promptly de-certificate Shares underlying the
Certificates so requested to be de-certificated and
deliver such Shares to EPS or BRC, as the case may be;
ii. BRC or EPS, as the case may be, shall cause any Shares
so de-certificated and transferred to it to be promptly
(i) Pledged to the relevant Lender in accordance with
this Section 8.12 and the relevant Financing
Arrangement and (ii) subsequently transferred to the AK
for (re)certification in accordance with the Conditions
of Administration following the execution of the
relevant Pledge;
iii. The AK shall promptly (re)certificate any Shares so
transferred to it in accordance with the Conditions of
Administration and issue new Class B Certificates to
BRC or new Class A Certificates to EPS, as the case may
be, in respect of such re-certificated Shares; and
iv. If required under the relevant Financing Arrangement,
each of BRC and EPS shall be permitted to Pledge
Certificates issued to it upon recertification in
accordance with clause (iii) above for the benefit of
the relevant Lender in accordance with the terms and
conditions of such Financing Arrangement.
C. Each Pledging Party further agrees to ensure that the voting
power and all economic rights (including, without
limitation, dividend rights and preferential rights to
subscribe to new Shares) in respect of any Shares Pledged by
such Party remain with the AK (as far as the voting power is
concerned) and the Pledging Party (as far as the economic
rights are concerned) at all times prior to the occurrence
of an Event of Default under the relevant Financing
Arrangement.
(b) Each of BRC and EPS shall be entitled to request, from time to
time, the de-certification and transfer to it of Shares
underlying its respective Certificates for the sole purpose of
raising funds to voluntarily pay amounts under such Party's
Financing Arrangements. The aggregate maximum number of Shares in
respect of which each of BRC or EPS may request any such transfer
and de-certification shall be the Maximum Number. No
decertification of Shares shall be possible in case of voluntary
payment to the extent that BRC or EPS, as the case may be, at
such time, holds, or would hold upon such de-certification,
Certificates in respect of less than the Minimum Number. Upon
such request, the Parties will cause the AK to promptly
de-certificate such Shares, subject to the limitations set forth
in the preceding sentence, and deliver such Shares to BRC or EPS,
as the case may be. Notwithstanding the provisions set forth in
Article II of the Agreement, BRC or EPS, as the case may be,
shall be entitled to transfer such Shares to any Person for the
purpose set forth in the first sentence of this subsection. Upon
such transfer by BRC or EPS (other than a transfer to any
Founders' Affiliate), such Shares shall cease to be subject to
the Agreement.
(c) Notwithstanding the limitations set forth in Section 8.12(b)
above, upon the occurrence of an Event of Default under a
Financing Arrangement a Lender may, subject to the "right of
first refusal" of the other Pledging Party, (i) in the event
Certificates are Pledged, cause all or part of the Shares
underlying the Pledged Certificates to be de-certificated
automatically in accordance with the Conditions of
Administration, following which the Certificates corresponding to
such Shares will be automatically cancelled in accordance with
the Conditions of Administration, and (ii) cause the Pledged
Shares to be transferred to or on the order of such Lender in
accordance with the provisions of such Financing Arrangement. Any
Shares transferred to or on the order of a Lender in accordance
with the provisions of a Financing Arrangement or the related
Pledge in accordance with this Section 8.12(c) shall cease to be
subject to the Agreement.
(d) Upon a de-certification and transfer of Shares in accordance with
Sections 8.12(b) or 8.12(c) above, EPS, in case the
de-certification relates to Class B Certificates, or BRC, in case
the de-certification relates to Class A Certificates, shall be
entitled to request the de-certification and transfer to it of a
number of Shares underlying its respective Certificates so that
the total number of Class A Certificates shall equal the total
number of Class B Certificates. Upon such request, the Parties
will cause the AK to promptly de-certificate such Shares, subject
to the limitations set forth in the preceding sentence, and
deliver such Shares to BRC or EPS, as the case may be. Upon such
transfer by BRC or EPS (other than a transfer to any Founders'
Affiliate), such Shares shall cease to be subject to the
Agreement.
(e) For the avoidance of doubt, neither (X) a Pledge, including
without limitation (i) the de-certification and transfer of
Pledged Shares to or on the order of a Lender and subsequent
cancellation of corresponding Certificates as contemplated by
Section 8.12(b), (ii) the occurrence of an Event of Default under
a Financing Arrangement, including a subsequent decrease in the
number of Certificates
owned by the Party in respect of which such Event of Default
occurs, and (iii) any de-certification and transfer of Shares in
accordance with Sections 8.12(c) and 8.12(d) nor (Y) a
de-certification and Transfer by a Party pursuant to a Placing
Arrangement, will affect such Party's governance, management and
voting rights set forth in Articles III and IV of this Agreement,
including without limitation (i) Section 3.02(a) of this
Agreement which provides that the eight (8) members of the AK
Board shall consist of four (4) directors appointed by the
Holders of the Class A Certificates and four (4) directors
appointed by the Holders of the Class B Certificates and (ii)
Section 3.02(b) of this Agreement which provides that the members
of the Company Board shall be appointed by the general meeting of
shareholders of the Company upon proposal by the AK and that of
the members of the Company Board proposed by the AK, four (4)
directors shall be nominated exclusively by the Holders of the
Class A Certificates, four (4) directors shall be nominated
exclusively by the Holders of the Class B Certificates and four
(4) to six (6) independent directors shall be nominated by the AK
Board.
(f) For the avoidance of doubt, (i) the AK shall register any Pledge
of Certificates entered into in accordance with this Section 8.12
in the register of Certificates of the AK and any Pledge of
Shares entered into in accordance with this Section 8.12 in a
separate securities account, (ii) the AK shall distribute any
dividends or other distributions in respect of Pledged Shares to
the relevant Pledging Party in accordance with the Conditions of
Administration, (iii) the de-certification, the Pledge, the
recertification and/or the transfer of Pledged Shares to or on
the order of a Lender and the subsequent cancellation of
corresponding Certificates as contemplated by Section 8.12(b),
and (iv) any de-certification and transfer of Shares as
contemplated by Sections 8.12(b) and 8.12(c), shall not be a
violation of the transfer restrictions for purposes of Article II
of this Agreement.
(g) For the avoidance of doubt, a Lender or other Person who acquires
de-certificated Shares pursuant to Section 8.12(b) or 8.12(c) in
connection with a Financing Arrangement or a purchaser who
acquires Shares pursuant to a Placing Arrangement shall not be
deemed to be a Permitted Transferee and shall not be required to
become a Party to this Agreement.
(h) For purposes of this Section 8.12, the following terms shall have
the following meanings:
A. "Event of Default" means the occurrence of an event which
gives the Lender the right to enforce its security interest
subject to any grace period or cure period in the Pledged
Shares or Pledged Certificates, as the case may be, in
accordance with the terms and conditions of the security
documents entered into pursuant to a Financing Arrangement.
B. "Existing Certificates" means, in respect of each of EPS and
BRC, the 180,000,000 Class A Certificates or 141,712,000
Class B Certificates, respectively, that it held as of
November 14, 2008.
C. "Financing Arrangement" means any credit facility or other
financing arrangement EPS or BRC may enter into solely for
purposes of financing or refinancing the subscription for
Shares up to EUR 1,200,000,000 by BRC and up to EUR
1,200,000,000 by EPS pursuant to the Rights Offering.
D. "Lender" means a lender, and/or its successors or assigns,
under a Financing Arrangement.
E. "Maximum Number" means with respect to a decertification of
Shares requested by BRC or EPS, an aggregate number of
Shares underlying such Party's Certificates the value of
which would amount to EUR 750 million, based upon the
closing stock exchange price (on the Company's primary stock
exchange) of the said aggregate number of Shares on the date
of the decertification request.
F. "Minimum Number" means at any time in respect of either BRC
or EPS, a number of Shares underlying such Party's
Certificates which shall equal 15% of the Shares with voting
rights outstanding at such time.
G. "New Certificates" means, in respect of either EPS or BRC,
Certificates issued to such Party representing Shares
transferred to the AK for certification pursuant to the
Third Certification (as defined in the Conditions of
Administration).
H. "Placing Arrangement" means an arrangement for the placing
of Shares (or subscription rights attributable to Shares) by
each of EPS and BRC solely for purposes of financing the
subscription for Shares by such Party pursuant to the Rights
Offering.
I. "Pledged Certificates" means, in respect of either BRC or
EPS, Certificates which are Pledged by such Party pursuant
to any Financing Arrangement in accordance with this
Agreement. For the avoidance of doubt, any Pledged
Certificate shall correspond to a Pledged Share.
J. "Pledged Shares" means, in respect of either BRC or EPS,
Shares which are Pledged by such Party pursuant to any
Financing Arrangement in accordance with this Agreement.
K. "Rights Offering" means the Company's proposed share capital
increase with preferential subscription rights for existing
shareholders approved by the Company Board pursuant to
resolutions adopted by the Extraordinary Shareholders'
Meeting held on September 29, 2008, the proceeds of which
will be used to partially finance the acquisition of
Anheuser-▇▇▇▇▇ Companies, Inc.
L. "Tail Swallowing" means the sale by EPS and/or BRC, if any,
of a number of Shares (ex subscription rights) (subject to
the prior de-certification thereof pursuant to the
Conditions of Administration if the sale relates to
certificated Shares) and/or of a number of subscription
rights attributable to certificated Shares corresponding to
Class A Certificates or Class B Certificates respectively
pursuant to any Placing Arrangement to maximise the exercise
of subscription rights attributable to such Shares in
connection with the Rights Offering."
3. Conditions of Administration. The Parties agree to cause the Conditions of
Administration to be amended and restated as set forth in Annex B to this
Amended and Restated Amendment No. 1 (the "Second Amended and Restated
Conditions of Administration") promptly upon the execution of this Amended
and Restated Amendment No. 1. The Parties acknowledge and agree that
certain provisions of the Agreement as amended by this Amended and Restated
Amendment No. 1, including without limitation Section 8.12(b) (including
the limitations set forth therein) of the Agreement as well as the
definition of Financing Arrangement, are not reflected in the Second
Amended and Restated Conditions of Administration; to the extent there are
differences or inconsistencies between the Agreement as amended hereby and
the Second Amended and Restated Conditions of Administration, the
provisions of the Agreement as amended hereby shall prevail between the
Parties, notwithstanding anything else to the contrary in the Second
Amended and Restated Conditions of Administration.
4. Other Amendments.
(a) Article II, Section 2.01 (a) of the Agreement shall be amended in the
entirety to read as follows:
"SECTION 2.01. Restrictions Relating to EPS. (a) Subject to Section 8.12
hereof, EPS shall at the latest upon the completion of the Third
Certification (as defined in the Conditions of Administration) directly
hold a number of Class A Certificates which will at least equal to the
lesser of (i) 23% of the number of Shares representing the entire issued
share capital of the Company outstanding immediately following the closing
of the Rights Offering and (ii) the aggregate of (a) 180,000,000 Shares and
(b) the number of Shares subscribed to by EPS in the Rights Offering
through an aggregate investment of (i.) EUR 600,000,000 and (ii.) any funds
raised pursuant to the Tail Swallowing; provided, that EPS may transfer
such aggregate number of Class A Certificates in its entirety to any
successor holding company that is directly or indirectly owned solely by
Members and Permitted Transferees of EPS and that becomes a party to this
Agreement. Subject to the previous sentence, EPS shall not, and shall not
permit any Member or Permitted Transferee of EPS or any affiliate thereof
to Transfer, or permit the Transfer other than to EPS, a Permitted
Transferee or BRC of any Class A Certificates held by EPS, any Member, any
Permitted Transferee or any affiliate thereof, or any Rights in respect of
such Class A Certificates, or any shares or other Rights in EPS or any
other Person that is a direct or indirect shareholder of EPS."
(b) Article II, Section 2.02(a) of the Agreement shall be amended in its
entirety to read as follows:
"SECTION 2.02. Restrictions Relating to BRC. (a) Subject to Section 8.12
hereof, BRC shall at the latest upon the completion of the Third
Certification (as defined in the Conditions of Administration) directly
hold a number of Class B Certificates which will be equal to the lesser of
(i) 23% of the number of Shares representing the entire issued share
capital of the Company outstanding immediately following the closing of the
Rights Offering and (ii) the aggregate of (a) 180,000,000 Shares and (b)
the number of Shares subscribed to by EPS in the Rights Offering through an
aggregate investment of (i.) EUR 600,000,000 and (ii.) any funds raised by
EPS pursuant to the Tail Swallowing; provided, that BRC may transfer such
aggregate number of Class B Certificates in its entirety to any successor
holding company that is directly or indirectly owned solely by Members and
Permitted Transferees of BRC and that becomes a party to this Agreement.
Subject to the previous sentence, BRC shall not, and shall not permit any
Member or Permitted Transferee of BRC or any affiliate thereof to Transfer,
or permit the Transfer, other than to BRC, a Permitted Transferee or EPS,
of any Class B Certificates or Shares held by BRC, any Member, any
Permitted Transferee or any affiliate thereof, or any Rights in respect of
such Class B Certificates or Shares, or any shares or other Rights in BRC
or any other Person that is a direct or indirect shareholder of BRC."
5. Consideration of Further Amendments.
(a) BRC (i) acknowledges that EPS has requested a further change in
Section 2.01 to permit transfers of a portion of the Class A
Certificates to Members and Permitted Transferees, since it may be
advantageous for some stakeholders in EPS to hold Class A Certificates
directly rather than indirectly through ownership of EPS shares, and
(ii) agrees, without making any commitment to implement such change,
to explore with EPS whether such proposed change can be implemented
while respecting the Parties current obligations and commitments.
(b) EPS (i) acknowledges that BRC has requested a further change in
Section 2.02.(a) to delete the references therein to "Shares", since
Section 2.01.(a) does not include any equivalent transfer restrictions
applicable to EPS, and (ii) agrees, without making any commitment to
implement such change, to explore with BRC whether such proposed
change can be implemented while respecting the Parties current
obligations and commitments.
6. Confirmation. To the extent necessary, the Parties confirm and acknowledge
that Section 4.06 of the Agreement (which relates to voting arrangements
between EPS and BRC) shall apply to all Shares subscribed by EPS or BRC
further to the Rights Offering.
7. Amendment No. 1 of No Further Force and Effect; Agreement Confirmed. This
Amended and Restated Amendment No. 1 supersedes the Amendment No. 1, and
upon execution of this Amended and Restated Amendment No. 1 by each of the
Parties, the Amendment No. 1 shall be of no further force and effect. The
Agreement, as amended by this Amended and Restated Amendment No. 1, is
hereby ratified and confirmed in all respects.
8. Miscellaneous. Sections 8.02 (Specific Performance), 8.03 (Assignment),
8.04 (No Third Party Beneficiaries), 8.07 (Counterparts), 8.10
(Arbitration) and 8.11 (Governing Law) of the Agreement are hereby
incorporated by reference into this Amended and Restated Amendment No. 1 as
if set forth in their entirety herein (except that references to "the
Agreement" or "this Agreement" contained in such sections shall be deemed
to be references to "Amended and Restated Amendment No. 1" or "this Amended
and Restated Amendment No. 1" when used in relation to this Amended and
Restated Amendment No. 1).
IN WITNESS WHEREOF, the Parties have caused this Amended and Restated Amendment
No. 1 to be executed as of the date first above written.
BRC SARL
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Title:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Sebastien SA
By: /s/ G. de Spoelberch
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Name: G. DE SPOELBERCH
Title:
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Title:
Rayvax Societe d'Investissements SA
BY: /s/ A. du Pret
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NAME: ARNOUD DU PRET
TITLE:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇
Title:
Stichting InBev
BY: /s/ A. du Pret
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NAME: ARNOUD DU PRET
TITLE:
BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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NAME: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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