Fifth Supplemental Indenture



 EXHIBIT 4.6 
  
  
  
 ANHEUSER-BUSCH INBEV WORLDWIDE INC.

 and 
 ANHEUSER-BUSCH INBEV NV/SA 
 and 
 the SUBSIDIARY GUARANTORS party hereto from time to time 
 and 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 
 Trustee 
  
  
 FIFTH SUPPLEMENTAL INDENTURE 
 Dated as of November 27, 2009 
  
  
 To the Indenture, dated as of
October 16, 2009, 
 among Anheuser-Busch InBev Worldwide Inc., 
 Anheuser-Busch InBev NV/SA, the Subsidiary Guarantors party thereto from time to time and 
 The Bank of New York Mellon Trust Company, N.A., Trustee 
  
  
  







 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page
		
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	3
			
	SECTION 1.01	 	Definitions.	  	3
	SECTION 1.02	 	Separability Clause.	  	3
	SECTION 1.03	 	Benefits of Instrument.	  	3
		
	ARTICLE II AMENDMENT OF INDENTURE	  	3
			
	SECTION 2.01	 	Amendment of Section 209.	  	3
		
	ARTICLE III MISCELLANEOUS PROVISIONS	  	3
			
	SECTION 3.01	 	Effectiveness.	  	3
	SECTION 3.02	 	Ratification and Integral Part.	  	4
	SECTION 3.03	 	Priority.	  	4
	SECTION 3.04	 	Successors and Assigns.	  	4
	SECTION 3.05	 	Counterparts.	  	4
	SECTION 3.06	 	The Trustee.	  	4
	SECTION 3.07	 	Governing Law.	  	4

  

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 FIFTH SUPPLEMENTAL INDENTURE, dated as of November 27, 2009 (the “Fifth
Supplemental Indenture”), among ANHEUSER-BUSCH INBEV WORLDWIDE INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), ANHEUSER-BUSCH INBEV NV/SA, a société
anonyme duly organized and existing under the laws of the Kingdom of Belgium (the “Parent Guarantor”), ANHEUSER-BUSCH COMPANIES, INC., a corporation duly organized and existing under the laws of the State of Delaware, INBEV
BELGIUM SA/NV, a public limited liability company organized and existing under Belgian law, BRANDBREW S.A., a public limited liability company organized and existing under Luxembourg law, COBREW NV/SA, a public limited liability company organized
and existing under Belgian law, AB INBEV FRANCE S.A.S., a société par actions simplifiée organized and existing under French law, INTERBREW INTERNATIONAL B.V., a private company with limited liability incorporated and
existing under Dutch law with its corporate seat at Breda, The Netherlands, INTERBREW CENTRAL EUROPEAN HOLDING B.V., a private company with limited liability incorporated and existing under Dutch law with its corporate seat at Breda, The
Netherlands, NIMBUSPATH LIMITED, a private limited company organized and existing under English law, AMBREW S.A., a société anonyme organized and existing under Luxembourg law, INBEV NEDERLAND N.V., a limited liability company
incorporated and existing under Dutch law with its corporate seat at Breda, the Netherlands (each, a “Subsidiary Guarantor”, and together with the Parent Guarantor, the “Guarantors”) and The Bank of New York Mellon
Trust Company, N.A., as trustee (the “Trustee”) to the Indenture, dated as of October 16, 2009, among the Company, the Guarantors and the Trustee (the “Indenture”). 
 RECITALS OF THE COMPANY AND THE GUARANTORS 
 WHEREAS, the Company, the Guarantors and the Trustee are parties to the Indenture, which provides for the issuance from time to time of unsecured debt securities of the Company; 
 WHEREAS, Section 209 and Section 901(14) of the Indenture permits supplements thereto without the consent of Holders of Securities
to amend or modify the terms of any Guarantee or the limitations applicable to any Guarantee, in any respect reasonably deemed necessary by a Subsidiary Guarantor to meet the requirements of Rule 3-10 under Regulation S-X under the Securities Act
(“Rule 3-10”) in order for financial statements of such Subsidiary Guarantor not to be required to be included in any registration statement filed with or furnished to the Commission; 
 WHEREAS, AB InBev France S.A.S. and AmBrew S.A. have determined that the limitations on their Guarantees, which were previously issued in
connection with outstanding Securities under the Indenture, as set forth in Section 209(d) of the Indenture, would prohibit the Company from meeting the requirements of Rule 3-10 in order for financial statements of such Subsidiary Guarantors
not to be required to be included in a Registration Statement on Form F-4 to be filed by the Company with the Commission. 
 WHEREAS, as contemplated by Section 209 and Section 901(14) of the Indenture, the Company and the Guarantors, pursuant to the foregoing authority, propose in and by this Fifth Supplemental Indenture to amend the Indenture in the
manner set forth herein; 
  

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 WHEREAS, the Company and the Guarantors have taken all necessary corporate action to
authorize the execution and delivery of this Fifth Supplemental Indenture; 
 NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE
WITNESSETH: 
 For and in consideration of the premises and the other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually agree as follows: 
 ARTICLE
I 
 Definitions and Other Provisions of General Application 
 SECTION 1.01 Definitions.  
 Except as otherwise expressly provided or unless the context otherwise requires, all terms used in this Fifth Supplemental Indenture which are defined in the Indenture shall have the meanings ascribed to them by the Indenture. 

SECTION 1.02 Separability Clause. 
 In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. 
 SECTION 1.03 Benefits of Instrument. 
 Nothing in this Fifth Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Fifth Supplemental Indenture or the Indenture. 
 ARTICLE II 
 Amendment of Indenture 
 SECTION 2.01 Amendment of Section 209. Section 209 of the Indenture is amended by deleting subsection (d) in its
entirety and replacing it with the word “Reserved”. 
 ARTICLE III 
 Miscellaneous Provisions 
 SECTION 3.01 Effectiveness. This Fifth Supplemental Indenture will become effective upon its execution and delivery. 
  


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 SECTION 3.02 Ratification and Integral Part. The Indenture as supplemented by this
Fifth Supplemental Indenture, is in all respects ratified and confirmed, and this Fifth Supplemental Indenture will be deemed an integral part of the Indenture in the manner and to the extent herein and therein provided. 
 SECTION 3.03 Priority. This Fifth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein
and therein provided. The provisions of this Fifth Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the Indenture to the extent the Indenture is inconsistent herewith. 
 SECTION 3.04 Successors and Assigns. All covenants and agreements in the Indenture, as supplemented and amended by this Fifth
Supplemental Indenture, by the Company and the Guarantors will bind their respective successors and assigns, whether so expressed or not. 
 SECTION 3.05 Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. 
 SECTION 3.06 The Trustee. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantors.

 SECTION 3.07 Governing Law. This Fifth Supplemental Indenture will be governed by and construed in accordance with the
laws of the State of New York. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be
duly executed, all as of the day and year first above written. 
  

			
	 ANHEUSER-BUSCH INBEV WORLDWIDE
INC.
 as Company

		
	By:	 	 /s/ Benoit Loore

		 	Name: Benoit Loore
		 	Title:   VP Legal Corporate and Compliance
	
	 ANHEUSER-BUSCH INBEV NV/SA
 as Parent Guarantor

		
	By:	 	 /s/ Benoit Loore

		 	Name: Benoit Loore
		 	Title:   VP Legal Corporate and Compliance
		
	By:	 	 /s/ Jean-Louis Van de Perre

		 	Name: Jean-Louis Van de Perre
		 	Title:   VP Tax
	
	 THE BANK OF NEW YORK MELLON TRUST
 COMPANY, N.A.
 as Trustee

		
	By:	 	  

		 	Name:
		 	Title:










			
	 ANHEUSER-BUSCH COMPANIES, INC.
 As Subsidiary Guarantor

		
	By:	 	 /s/ Benoit Loore

		 	Name: Benoit Loore
		 	Title:   VP Legal Corporate and Compliance
	
	 INBEV BELGIUM SA/NV
 as Subsidiary Guarantor

		
	By:	 	 /s/ Erland Van Vreckem

		 	Name: Erland Van Vreckem
		 	Title:   Legal Director Benelux
		
	By:	 	 /s/ Vincent Borreman

		 	Name: Vincent Borreman
		 	Title:   Senior Legal Counsel
	
	 BRANDBREW S.A.
 a société anonyme with its registered address at 5, Parc d’Activité Syrdall, L-5365 Luxembourg and registered with the Luxembourg register of commerce and companies under
number B-75696 as Subsidiary Guarantor

		
	By:	 	 /s/ Benoit Loore

		 	Name: Benoit Loore
		 	Title:   VP Legal Corporate and Compliance










			
	 AB INBEV FRANCE S.A.S.
 as Subsidiary Guarantor

		
	By:	 	 /s/ Emilie Ruyant

		 	Name: Emilie Ruyant
		 	Title:   Legal Director France
	
	 INTERBREW INTERNATIONAL B.V.
 as Subsidiary Guarantor

		
	By:	 	 /s/ Liesbeth Hellemans

		 	Name: Liesbeth Hellemans
		 	Title:   Senior Legal Counsel, Corporate
Finance and Governance
		
	By:	 	 /s/ Gert Boulangé

		 	Name: Gert Boulangé
		 	Title:   Tax Director
	
	 INTERBREW CENTRAL EUROPEAN HOLDING B.V.
 as Subsidiary Guarantor

		
	By:	 	 /s/ Liesbeth Hellemans

		 	Name: Liesbeth Hellemans
		 	Title:   Senior Legal Counsel, Corporate
Finance and Governance
		
	By:	 	 /s/ Gert Boulangé

		 	Name: Gert Boulangé
		 	Title:   Tax Director










			
	 NIMBUSPATH LIMITED
 as Subsidiary Guarantor

		
	By:	 	 /s/ Claude Bahoshy

		 	Name: Claude Bahoshy
		 	Title:  Director
	
	 AMBREW S.A.
 a société anonyme with its registered address at 5, Parc d’Activité Syrdall, L-5365 Luxembourg and registered with the Luxembourg register of commerce and companies under
number B-99525 as Subsidiary Guarantor

		
	By:	 	 /s/ Benoit Loore

		 	Name: Benoit Loore
		 	Title:  VP Legal Corporate and Compliance
	
	 COBREW NV/SA 
 as Subsidiary Guarantor

		
	By:	 	 /s/ Benoit Loore

		 	Name: Benoit Loore
		 	Title:  VP Legal Corporate and Compliance
		
	By:	 	 /s/ Jean-Louis Van de Perre

		 	Name: Jean-Louis Van de Perre
		 	Title:  VP Tax
	
	 INBEV NEDERLAND N.V. 
 as Subsidiary Guarantor

		
	By:	 	 /s/ Liesbeth Hellemans

		 	Name: Liesbeth Hellemans
		 	Title:  Senior Counsel, Corporate Finance and Governance