SEC Info - American Beverage Co Ambev - ‘20-F’ for 12/31/04

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American Beverage Co Ambev – ‘20-F’ for 12/31/04 – EX-4.18

On: Friday, 7/1/05, at 8:12am ET · For: 12/31/04 · Accession #: 950157-5-542 · File #: 1-15194

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/01/05  American Beverage Co Ambev        20-F       12/31/04   16:7.5M                                   Cravath Swaine & … 01/FA

Annual Report of a Foreign Private Issuer — Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer --        HTML   3.67M 
                          form20-f                                               
 2: EX-1.1      By-Laws                                             HTML     77K 
 3: EX-4.15     Termination of the Letter Agreement, Dated June     HTML     30K 
                          22, 2004                                               
 4: EX-4.16     Letter From Inbev to Ambev and Labatt               HTML     37K 
 5: EX-4.17     Confirmation of Intellectual Property and Hedging   HTML     32K 
                          Arrangements                                           
 6: EX-4.18     Executed Letter Agreement Dated July 22, 2004       HTML     17K 
 7: EX-4.19     Labatt Services Agreement, Dated August 27, 2004    HTML     68K 
 8: EX-4.20     Interbrew Services Agreement, Dated August 27,      HTML     86K 
                          2004                                                   
 9: EX-4.21     Transfer Agreement, Dated August 2004               HTML     45K 
10: EX-4.22     License Agreement, Dated March 21, 2005             HTML    201K 
11: EX-8.1      List of Material Subsidiaries of Companhia De       HTML     20K 
                          Bebidas Das Americas - Ambev                           
12: EX-11.2     Amendment to Code of Business Conduct               HTML     86K 
13: EX-12.1     Principal Executive Officers' Certification (302)   HTML     23K 
14: EX-12.2     Principal Financial Officer Certification (302)     HTML     18K 
15: EX-13.1     Principal Executive Officers' Certification (906)   HTML     19K 
16: EX-13.2     Principal Financial Officer Certification (906)     HTML     14K

EX-4.18 — Executed Letter Agreement Dated July 22, 2004

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Executed Letter Agreement dated July 22, 2004

EXHIBIT 4.18

[Interbrew logo]

July 22nd 2004

Companhia de Bebidas das Américas -AmBev

Rua Dr. Renato Paes de Barros 1017

04530-001, São Paulo, SP

Federative Republic of Brazil

Attention of Felipe Dutra

Dear Sirs:

We refer to (i) the Incorporação Agreement dated as of March 3, 2004 (the " Incorporação Agreement"), among Companhia de Bebidas das Américas - AmBev ("AmBev"), Interbrew S.A. ("Interbrew"), Labatt Brewing Canada Holding Ltd. and Labatt Brewing Company Limited and (ii) the Mutual Confidentiality Agreement dated as October 15, 2003 (the "Confidentiality Agreement"), between Interbrew and AmBev. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Incorporação Agreement.

In connection with the transactions contemplated by the Incorporação Agreement and the Contribution and Subscription Agreement, AmBev and its affiliates may provide or cause to be provided to Interbrew certain information relating to the business of AmBev and its affiliates, and Interbrew and its affiliates may provide or cause to be provided to AmBev certain information relating to the business of Interbrew and its affiliates. AmBev and Interbrew each acknowledge the information provided pursuant hereto will be used only in connection with planning the integration of their respective businesses. Each of AmBev and Interbrew agrees that such information will not be used as the basis for any commercial actions taken prior to the Closing.

Each of AmBev and Interbrew acknowledges that the information being provided to it pursuant hereto is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. This letter agreement shall not be deemed to amend, modify, waive, supersede or otherwise affect the terms and provisions of the Incorporação Agreement or the Contribution and Subscription Agreement or any agreement contemplated by either of the foregoing.

This letter agreement will be governed by and construed in accordance with the internal laws of the State of New York and shall terminate upon the earlier of the Closing and the termination of the Incorporação Agreement.

[Interbrew logo]

If the foregoing correctly sets forth the agreement reached between us with respect to the subject matter hereof, please execute the enclosed copy of this letter agreement in the space indicated therein and return to us a fully-signed copy of this letter agreement, at which time this letter agreement shall serve as a binding and enforceable agreement between us.

Very truly yours,
Interbrew S.A.
By: /s/ *Jo Van* Biesbroeck	By: /s/ Yves Lefebure
Name: Jo Van Biesbroeck Title: Senior VP Corporate Strategy	Name: Yves Lefebure Title: Deputy Corporate General Counsel

CONFIRMED AND AGREED TO:
Companhia de Bebidas das Américas -- AmBev
By: /s/ Felipe Dutra	By: /s/ Pedro Mariani
Name: Felipe Dutra Title: CFO	Name: Pedro Mariani Title: General Counsel

Dates Referenced Herein and Documents Incorporated by Reference

This ‘20-F’ Filing	Date	Other Filings

Filed on:	7/1/05	NT 20-F, NTN 20F
For Period End:	12/31/04	20-F/A, 6-K, NT 20-F, NTN 20F
	3/3/04	6-K, SC 13D/A
	10/15/03	6-K, SC 13D/A
		List all Filings

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Filing Submission 0000950157-05-000542 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)