Exhibit 2.3
Execution Copy
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
AMENDMENT dated as of January 31, 2003 to the Stock Purchase Agreement
dated as of May 1, 2002 (the "STOCK PURCHASE AGREEMENT") between Beverage
Associates (BAC) Corp, a British Virgin Islands corporation ("BAC") and
Companhia de Bebidas das Americas--AmBev, a Brazilian corporation ("AMBEV").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Stock Purchase
Agreement to extend the reference date included therein relating to a Change of
Control of AmBev to the third anniversary of the Initial Closing Date;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 . Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Stock Purchase
Agreement has the meaning assigned to such term in the Stock Purchase Agreement.
Section 2 . Extension of Reference Date in Change of Control
Provisions. The reference date for a Change of Control of AmBev included in
Section 1.04(c) of the Stock Purchase Agreement is hereby amended by changing
the date specified therein from "April 2005" to "the third anniversary of the
Initial Closing Date".
Except as otherwise set forth herein, all provisions of the Stock
Purchase Agreement shall remain in full force and effect.
SECTION 3 . Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York without regard to
the conflicts of law principles of such State.
SECTION 4 . Counterparts. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
BEVERAGE ASSOCIATES (BAC) CORP.
By: /s/ X. Xxxxxxx
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Name:
Title:
COMPANHIA DE BEBIDAS DAS AMERICAS-- AMBEV
By: /s/ Xxxxxx Xxxxxxx Xxxxxx
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Name:
Title:
By: /s/ Xxxx Xxxxxx Xxxxxxx Xxxxx Xxxxx
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Name:
Title:
