ANHEUSER-BUSCH INBEV WORLDWIDE INC.,Brandbev S.a r.l. • March 19th, 2018 • Malt beverages • New York
Anheuser-Busch InBev Worldwide Inc. Anheuser-Busch InBev SA/NV Anheuser-Busch InBev Finance Inc. Anheuser-Busch Companies, LLC Brandbrew S.A. Cobrew NV Brandbev S.à r.l. DEBT SECURITIES [Form of Underwriting Agreement]Brandbev S.a r.l. • March 19th, 2018 • Malt beverages • New York
In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or alone. All statements, requests, notices and agreements hereunder shall be in writing and, if to the Underwriters shall be delivered or sent by telex, facsimile transmission, e-mail or in writing delivered by hand, or by telephone (to be promptly confirmed by telex or fax) to you as the Representatives to the address specified in the applicable Pricing Agreement; and if to the Issuer or the Guarantors shall be delivered or sent by telex, facsimile transmission, e-mail or in writing delivered by hand, or by telephone (to be promptly confirmed by telex or fax) to the address of the Issuer or the Guarantors, as the case may be, set forth in the applicable Pricing Agreement. Any such statements, requests, notices or agreements shall take effect up
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2019 • Brandbev S.a r.l. • Malt beverages • New York
The Issuers and the Dealer Managers are parties to the Dealer Manager Agreement dated October 26, 2018 (the Dealer Manager Agreement), pursuant to which the Issuers have arranged to offer to exchange (the Private Exchange Offer) certain series of the Issuers’ notes guaranteed by the Guarantors (the Securities) for the outstanding existing notes named therein (the Old Securities). As an inducement to the Dealer Managers to enter into the Dealer Manager Agreement and as an inducement for holders of the Old Securities to participate in the Private Exchange Offer, the Issuers have agreed to provide to the participants in the Private Exchange Offer and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the Dealer Managers’ obligations under the Dealer Manager Agreement.
FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT Dated as of ● US$1,500,000,000 4.950% Notes due 2042 Among SABMiller Holdings Inc. as Issuer and SABMiller Limited as Guarantor and The Bank of New York Mellon, acting through its London office as...First Supplemental Fiscal and Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
This First Supplemental Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the “Supplemental Agreement”), is made on ● among SABMiller Holdings Inc., a Delaware corporation as Issuer (the “Issuer”), SABMiller Limited, a limited company duly organized and existing under the laws of England and Wales, as Guarantor (the “Guarantor”), The Bank of New York Mellon, acting through its London office, as fiscal agent (the “Fiscal Agent”) under this Agreement and is supplemental to the Fiscal and Paying Agency Agreement dated as of January 17, 2012 (the “Fiscal and Paying Agency Agreement”).
FISCAL AND PAYING AGENCY AGREEMENT Dated as of January 17, 2012 US$1,500,000,000 4.950% Notes due 2042 among SABMiller Holdings Inc. as Issuer and SABMiller plc as Guarantor and The Bank of New York Mellon, acting through its London office as Fiscal...Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
IN WITNESS WHEREOF, I have signed my name unto SABMiller Holding Inc.’s Certificate of Designation and Incumbence of the Authorized Representative.
ANHEUSER-BUSCH COMPANIES, LLC and ANHEUSER-BUSCH INBEV WORLDWIDE INC., as Companies and ANHEUSER-BUSCH INBEV SA/NV, as Parent Guarantor and the SUBSIDIARY GUARANTORS party hereto from time to time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as...Fourth Supplemental Indenture • April 1st, 2019 • Brandbev S.a r.l. • Malt beverages • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of , 2019 (the “Fourth Supplemental Indenture”), among ANHEUSER-BUSCH COMPANIES, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called “ABC” and a “Company”) and ANHEUSER-BUSCH INBEV WORLDWIDE INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called “ABIWW” and a “Company” and together with ABC, the “Companies,” as the context requires), ANHEUSER-BUSCH INBEV SA/NV, a société anonyme/naamloze vennootschap duly organized and existing under the laws of the Kingdom of Belgium (the “Parent Guarantor”), ANHEUSER-BUSCH INBEV FINANCE INC., a corporation duly organized and existing under the laws of the State of Delaware, BRANDBEV S.à r.l., a société à responsabilité limitée incorporated under the laws of Luxembourg, with its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand-Duchy of Luxemburg, registered with the
DATED AUGUST 12 2016 SABMILLER PLC (as Issuer) - and - MILLERCOORS LLC (as US Guarantor) -and- SABMILLER HOLDINGS INC. (as Successor US Guarantor) - and - THE BANK OF NEW YORK MELLON (as Fiscal Agent) SEVENTH SUPPLEMENTAL 2033 FISCAL AND PAYING AGENCY...And Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
This Seventh Supplemental 2033 Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the “Supplemental Agreement”), is made on August 12, 2016 among SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales (the “Issuer” or “SABMiller”); MillerCoors LLC, a limited liability company duly organized and existing under the laws of the state of Delaware (the “US Guarantor” or “MillerCoors”); SABMiller Holdings Inc., a company duly incorporated and existing under the laws of the state of Delaware (the “Successor US Guarantor” or “Holdings”) and The Bank of New York Mellon, as fiscal and principal paying agent (the “Fiscal Agent”) and is supplemental to the 2033 Fiscal and Paying Agency Agreement dated as of August 13, 2003, as supplemented by the Supplemental 2033 Fiscal and Paying Agency Agreement as of May 26, 2004, the Second Supplemental 2033 Fiscal and Paying Agency Agreement as
FIRST SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT Dated as of ● US$700,000,000 6.50% Notes due 2018 Between SABMiller Limited as Issuer and The Bank of New York Mellon as Fiscal AgentFirst Supplemental Fiscal and Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
This First Supplemental Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the “Supplemental Agreement”), is made on ● between SABMiller Limited, a limited company duly organized and existing under the laws of England and Wales, as Issuer (the “Issuer”), and The Bank of New York Mellon, as fiscal agent (the “Fiscal Agent”) under this Agreement and is supplemental to the Fiscal and Paying Agency Agreement dated as of January 17, 2012 (the “Fiscal and Paying Agency Agreement”).
SABMILLER PLC as Issuer – and – MILLER BREWING COMPANY as US Guarantor – and – MBC1, LLC, MBC2, LLC, MILLER PRODUCTS COMPANY, LLC MILLER BREWERIES EAST, LLC AND MILLER BREWERIES WEST LP as Former US Guarantors – and – THE BANK OF NEW YORK as Fiscal...Fiscal and Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
This Third Supplemental 2033 Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the “Supplemental Agreement”) is made on 30 June 2008 among SABMiller, plc, a public limited company duly organized and existing under the laws of England and Wales (the “Issuer” or “SABMiller”); Miller Brewing Company, a corporation duly organized and existing under the laws of the State of Wisconsin (the “US Guarantor” or “Miller”); MBC1, LLC, a limited liability company organized and existing under the laws of the State of Wisconsin (“MBC1”); MBC2, LLC, a limited liability company organized and existing under the laws of the State of Wisconsin (“MBC2”); Miller Products Company, LLC (formerly Miller Products Company), a limited liability company organized and existing under the laws of the State of Wisconsin (“MPC”); Miller Breweries East, LLC (formerly Miller Breweries East, Inc.), a limited liability company organized and existing under
EIGHTH SUPPLEMENTAL FISCAL AND PAYING AGENCY AGREEMENT Dated as of ● US$300,000,000 6.625% Guaranteed Notes due 2033 Among SABMiller Limited as Issuer and SABMiller Holdings Inc as US Guarantor and The Bank of New York Mellon as Fiscal AgentEighth Supplemental Fiscal and Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
This Eighth Supplemental Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the “Supplemental Agreement”), is made on ● among SABMiller Limited, a public limited company duly organized and existing under the laws of England and Wales, as Issuer (the “Issuer”), SABMiller Holdings Inc., a Delaware corporation, as Guarantor (the “Guarantor”), and The Bank of New York Mellon as fiscal agent (the “Fiscal Agent”) and is supplemental to the Fiscal and Paying Agency Agreement dated as of August 15, 2033, the Supplemental 2033 Fiscal and Paying Agency Agreement as of May 26, 2004, the Second Supplemental 2033 Fiscal and Paying Agency Agreement as of March 28, 2008, the Third Supplemental 2033 Fiscal and Paying Agency Agreement as of June 30, 2008, the Fourth Supplemental 2033 Fiscal and Paying Agency Agreement as of July 1, 2008, the Fifth Supplemental 2033 Fiscal and Paying Agency Agreement as of September 10, 2010, the Sixth S
FISCAL AND PAYING AGENCY AGREEMENT Dated as of July 17, 2008 US$700,000,000, 6.50% Notes due 2018 among SABMiller plc as Issuer and The Bank of New York Mellon as Fiscal Agent, Principal Paying Agent, Transfer Agent and Registrar and The Bank of New...Fiscal and Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
IN WITNESS WHEREOF, I have signed my name unto SABMiller plc’s Certificate of Designation and Incumbence of the Authorized Representative.
FIXED RATE FISCAL AND PAYING AGENCY AGREEMENT Dated as of August 13, 2013 US$750,000,000 2.200% Fixed Rate Notes due 2018 Among SABMiller Holdings Inc. as Issuer and SABMiller plc as Guarantor and The Bank of New York Mellon, acting through its London...Fixed Rate Fiscal and Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
IN WITNESS WHEREOF, I have signed my name unto SABMiller Holding Inc.’s Certificate of Designation and Incumbence of the Authorized Representative.
FLOATING RATE FISCAL AND PAYING AGENCY AGREEMENT Dated as of August 13, 2013 US$350,000,000 Floating Rate Notes due 2018 among SABMiller Holdings Inc. as Issuer and SABMiller plc as Guarantor and The Bank of New York Mellon, acting through its London...Floating Rate Fiscal and Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
IN WITNESS WHEREOF, I have signed my name unto SABMiller Holding Inc.’s Certificate of Designation and Incumbence of the Authorized Representative.
DATED AUGUST 4 2016 SABMILLER PLC (as Issuer) - and - SABMILLER HOLDINGS INC. (as Additional US Guarantor) - and - THE BANK OF NEW YORK MELLON (as Fiscal Agent) SIXTH SUPPLEMENTAL 2033 FISCAL AND PAYING AGENCY AGREEMENT US$300,000,000, 6.625%...And Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
SABMILLER PLC as Issuer - and - MILLER BREWING COMPANY as US Guarantor - and - MlLLERCOORS LLC as Successor US Guarantor - and - THE BANK OF NEW YORK MELLON as Fiscal Agent FOURTH SUPPLEMENTAL 2033 FISCAL AND PAYING AGENCY AGREEMENT Dated as of 1 July...Fiscal and Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
SUPPLEMENTAL 2033 FISCAL AND PAYING AGENCY AGREEMENT Dated as of 26 May, 2004 US$300,000,000, 6.625% Guaranteed Notes due August 15, 2033 among Miller Brewing Company as US Guarantor MBC1, LLC, MBC2, LLC, Miller Products Company, Miller Breweries...And Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
This Supplemental 2033 Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the “Supplemental Agreement”), is made on 26 May, 2004 among Miller Brewing Company, a corporation duly incorporated and existing under the laws of the state of Wisconsin (the “US Guarantor”), MBC1, LLC a limited liability company organized under the laws of the State of Wisconsin (“MBC1”), MBC2, LLC, a limited liability company organized under the laws of the State of Wisconsin (“MBC2”), Miller Products Company, a corporation duly incorporated and existing under the laws of the state of Wisconsin (“MPC”), Miller Breweries East, Inc. a corporation duly incorporated and existing under the laws of the state of Wisconsin (“MBE”) and Miller Breweries West, LP a limited partnership duly established and existing under the laws of the state of Wisconsin (“MBW”, and together with MBCl, MBC2, MPC, and MBE, the “Supplemental Guarantors”) and JPMorgan Chase
SABMILLER PLC (as Issuer) – and – MILLERCOORS LLC (as US Guarantor) – and – THE BANK OF NEW YORK MELLON (as Fiscal Agent) FIFTH SUPPLEMENTAL 2033 FISCAL AND PAYING AGENCY AGREEMENT Dated as of 10 September 2010 US$300,000,000 6.625% Guaranteed Notes...Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
to make a payment of principal or interest due and payable), as well as filing of claims with a court in the event of merger or bankruptcy of the Issuer, and any right to require a proceeding first against the Issuer’s protest or notice with respect to such 2033 Note or the indebtedness evidenced thereby) other than the defense of payment in full (subject to the provisions of the first sentence of this paragraph) or that a payment of an Additional Amount is not due and payable and covenants that this 2033 Amended US Guarantee will not be discharged except by payment in full of the principal of and interest on such 2033 Note by the Issuer. The US Guarantor agrees to comply with and perform the covenants of the US Guarantor set forth in Section 6 of the Conditions of the 2033 Notes.
ANHEUSER-BUSCH COMPANIES, LLC and ANHEUSER-BUSCH INBEV WORLDWIDE INC., as Companies and ANHEUSER-BUSCH INBEV SA/NV, as Parent Guarantor and the SUBSIDIARY GUARANTORS party hereto from time to time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,...Anheuser-Busch Companies • April 1st, 2019 • Brandbev S.a r.l. • Malt beverages • New York
SIXTH SUPPLEMENTAL INDENTURE, dated as of , 2019 (the “Sixth Supplemental Indenture”), among ANHEUSER-BUSCH COMPANIES, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called “ABC” and a “Company”) and ANHEUSER-BUSCH INBEV WORLDWIDE INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called “ABIWW” and a “Company” and together with ABC, the “Companies,” as the context requires), ANHEUSER-BUSCH INBEV SA/NV, a société anonyme/naamloze vennootschap duly organized and existing under the laws of the Kingdom of Belgium (the “Parent Guarantor”), ANHEUSER-BUSCH INBEV FINANCE INC., a corporation duly organized and existing under the laws of the State of Delaware, BRANDBEV S.à r.l., a société à responsabilité limitée incorporated under the laws of Luxembourg, with its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand-Duchy of Luxemburg, registered with the L
DATED 28 MARCH 2008 SABMILLER PLC as Issuer - and - SABMILLER FINANCE B.V. as Finance Guarantor - and - MILLER BREWING COMPANY as US Guarantor - and - MBC1, LLC, MBC2, LLC, MILLER PRODUCTS COMPANY, MILLER BREWERIES EAST, INC. AND MILLER BREWERIES WEST...And Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
This Second Supplemental 2033 Fiscal and Paying Agency Agreement (as the same may be amended, restated, modified or supplemented from time to time, the “Supplemental Agreement”), is made on 28 March 2008 among SABMiller plc, a public limited company duly organized and existing under the laws of England and Wales (the “Issuer” or “PLC”); SABMiller Finance B.V., a limited company duly organized and existing under the laws of the Netherlands (the “Finance Guarantor”); Miller Brewing Company, a corporation duly incorporated and existing under the laws of the state of Wisconsin (the “US Guarantor”); MBC1, LLC, a limited liability company organized under the laws of the State of Wisconsin (“MBC1”); MBC2, LLC, a limited liability company organized under the laws of the State of Wisconsin (“MBC2”); Miller Products Company, a corporation duly incorporated and existing under the laws of the state of Wisconsin (“MPC”); Miller Breweries East, Inc., a corporation duly incorporated and existing unde
ANHEUSER-BUSCH COMPANIES, LLC and ANHEUSER-BUSCH INBEV WORLDWIDE INC., as Companies and ANHEUSER-BUSCH INBEV SA/NV, as Parent Guarantor and the SUBSIDIARY GUARANTORS party hereto from time to time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,...Indenture • April 1st, 2019 • Brandbev S.a r.l. • Malt beverages • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of , 2019 (the “Fifth Supplemental Indenture”), among ANHEUSER-BUSCH COMPANIES, LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (herein called “ABC” and a “Company”) and ANHEUSER-BUSCH INBEV WORLDWIDE INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called “ABIWW” and a “Company” and together with ABC, the “Companies,” as the context requires), ANHEUSER-BUSCH INBEV SA/NV, a société anonyme/naamloze vennootschap duly organized and existing under the laws of the Kingdom of Belgium (the “Parent Guarantor”), ANHEUSER-BUSCH INBEV FINANCE INC., a corporation duly organized and existing under the laws of the State of Delaware, BRANDBEV S.à r.l., a société à responsabilité limitée incorporated under the laws of Luxembourg, with its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand-Duchy of Luxemburg, registered with the L
FISCAL AND PAYING AGENCY AGREEMENT Dated as of August 13, 2003 US$300,000,000, 6.625% Guaranteed Notes due August 15, 2033 among SABMiller plc as Issuer Miller Brewing Company as US Guarantor and SABMiller Finance B.V. as Finance Guarantor and...Fiscal and Paying Agency Agreement • November 14th, 2016 • Brandbev S.a r.l. • Malt beverages • New York
[●], the Secretary of the Board of Directors of Miller Brewing Company (the “US Guarantor”), hereby certifies that (A) each officer, director or employee of the US Guarantor listed below is (i) an Authorized Representative of the US Guarantor for purposes of the Fiscal and Paying Agency Agreement, dated as of August 13, 2003 (the “Agreement”), among the SABMiller plc, the US Guarantor, SABMiller Finance B.V., and JPMorgan Chase Bank, (the “Fiscal Agent”) and the other parties named therein; (ii) duly elected or appointed, qualified and acting as the holder of the respective office or offices set forth opposite his name; (iii) a person upon whose oral or written instructions the Fiscal Agent is authorized to act, in accordance with the Agreement, with respect to the Notes issued under the Agreement; (iv) in the case of [ ], the duly authorized person who executed or will execute the US Guarantee relating to the Notes by his manual or facsimile signature; (B) each signature appearing bel
