EXHIBIT T
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 00-00 Xxxxxx xx xx Xxxxxxx X-0000, Xxxxxxxxxx ("XXX"), Xxxxxxx Xxxxx
Sebastien SA or EPS SA, a corporation (societe anonyme) duly incorporated and
validly existing under the laws of Luxembourg having its registered office at 0,
xxx Xxxxxxxxx Xxxxx, X-0000, Xxxxxxxxxx (formerly, Xxxxxxx Xxxxx 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 00, xxxxxx Xxxxxxx, 0000 Xxxxxxxx, Xxxxxxx ("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 Xxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx
(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-Xxxxx 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-Xxxxx 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/ Xxxxx Xxxxx Xxxxxx
-----------------------------------
Name: XXXXX XXXXX XXXXXX
Title:
By: /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxxx
-----------------------------------
Name: XXXXXXX XXXXX XXXXXXXX XXXXX
Title:
Xxxxxxx Xxxxx Sebastien SA
By: /s/ G. de Spoelberch
-----------------------------------
Name: G. DE SPOELBERCH
Title:
By: /s/ X. Xxxxxxxxxxxxx
-----------------------------------
Name: X. XXXXXXXXXXXXX
Title:
Rayvax Societe d'Investissements SA
By: /s/ A. du Pret
-----------------------------------
Name: ARNOUD DU PRET
Title:
By: /s/ Xxxxxxx Xxxx-Xxxxxxx
-----------------------------------
Name: XXXXXXX XXXX-XXXXXXX
Title:
Stichting InBev
By: /s/ A. du Pret
-----------------------------------
Name: ARNOUD DU PRET
Title:
By: /s/ Xxxxx Xxxxx Xxxxxx
-----------------------------------
Name: XXXXX XXXXX XXXXXX
Title:
