EXHIBIT 4.15
June 22, 2004
Labatt Holding B.V.
Ceresstraat 19
4811 CA Breda
The Netherlands
Companhia de Bebidas das
Américas -- AmBev
Rua Dr. Renato Paes de Barros
1017
04530-001, São Paulo,
SP
Federative Republic of
Brazil
Attn: Felipe Dutra
Re: Termination of the Letter
Agreement
Ladies and Gentleman:
Reference is hereby made to (i) the
Letter Agreement, dated as of March 3, 2004 (the “
Letter Agreement ”), by and between Labatt Holding
B.V., a corporation organized under the laws of the Netherlands
(“ Labatt Holdco ”), and Interbrew International
B.V., a corporation organized under the laws of the Netherlands
(“ IIBV ”), and (ii) the Incorporação
Agreement, dated as of March 3, 2004 (the “
Incorporação Agreement ”), by and among
Companhia De Bebidas Das Américas - AmBev, a corporation
organized under the laws of the Federative Republic of Brazil
(“ AmBev ”), Interbrew S.A., a public limited
liability company organized under the laws of Kingdom of Belgium
(“ Interbrew ”), Labatt Brewing Canada Holding
Ltd., a company organized under the laws of the Bahamas (“
Mergeco ”), and Labatt Brewing Company Limited, a
corporation organized under the federal laws of Canada (“
Labatt ”). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the
lncorporação Agreement.
Upon the execution and delivery of
this side letter by the parties hereto, you and we agree that the
Letter Agreement shall be irrevocably and unconditionally
terminated in all respects and be of no further force and effect as
of the date first written above. Upon such termination, Labatt
Holdco and IIBV shall be released and discharged, irrevocably and
unconditionally, from any and all obligations and liabilities under
the Letter Agreement.
Interbrew shall be a third-party
beneficiary to this side letter.
This side letter may be executed in
one or more separate counterparts, all of which shall be considered
one and the same agreement, and shall become effective when one or
more such counterparts have been signed by each of the parties and
delivered to the other parties. An executed counterpart of this
side letter delivered by fax or other means of
electronic transmission shall be
deemed to be an original and shall be as effective for all purposes
as delivery of a manually executed counterpart.
Arbitration
. (a) All disputes arising out of or
in connection with this side letter shall be finally settled under
the Rules of Arbitration of the ICC. Judgment on the award rendered
by the arbitrators may be entered in any court having jurisdiction
thereof.
(b) The number of arbitrators shall
be three, one appointed by the plaintiff party or parties, one by
the respondent part
