REGISTRATION RIGHTS AGREEMENT Dated as of February 5, 2010 among COCA-COLA FEMSA, S.A.B. de C.V. andRegistration Rights Agreement • July 15th, 2010 • Coca Cola Femsa Sab De Cv • Bottled & canned soft drinks & carbonated waters • New York
REGISTRATION RIGHTS AGREEMENT dated as of February 5, 2010 (this “Agreement”) is entered into by and between Coca-Cola FEMSA, S.A.B. de C.V. (the “Company”), a sociedad anónima bursátil de capital variable organized under the laws of the United Mexican States (“Mexico”), and Banc of America Securities LLC and Goldman, Sachs & Co., as representatives (the “Representatives”), of the initial purchasers named in Schedule 1 to the Purchase Agreement referred to below (the “Initial Purchasers”).
FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • July 15th, 2010 • Coca Cola Femsa Sab De Cv • Bottled & canned soft drinks & carbonated waters • New York
Coca-Cola FEMSA, S.A.B. de C.V. a corporation (sociedad anónima bursátil de capital variable) organized under the laws of the United Mexican States (the “Company”) proposes to make an offer to exchange (the “Exchange Offer”) up to U.S.$500,000,000 aggregate principal amount of its 4.625% Senior Notes due 2020, which have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”) for a like principal amount of its 4.625% Senior Notes due 2020 (the “Original Notes”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2010 (the “Prospectus”), proposed to be distributed to all record holders of the Original Notes. The Original Notes and the Exchange Notes are collectively referred to herein as the “Notes.”
