Account Number and Location. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of the Borrowing Request and on the date of the related Borrowing, the conditions specified in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement have been satisfied. [NAME OF BORROWER], By: Name: Title: FORM OF BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of , 20 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the "Company"), [NAME OF BORROWING SUBSIDIARY] (the "New Borrowing Subsidiary"), and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the "Administrative Agent"). Reference is hereby made to the Credit Agreement dated as of April 12, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent and Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to, and to accept and purchase B/As drawn by, the Company and Borrowing Subsidiaries. The Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrowing Subsidiary under the Credit Agreement. The Company represents that the New Borrowing Subsidiary is a Subsidiary organized under the laws of . The Company agrees that the Guarantee of the Company contained in the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent, [and the execution and delivery to the Administrative Agent of a supplement to the Subsidiary Guarantee Agreement by the New Subsidiary Borrower(5)] , the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a "Borrowing Subsidiary" and a "Borrower" for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement that by the terms of the Credit Agreement are applicable to it.
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Account Number and Location. [The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of the Borrowing Request and on the date of the related Borrowing, the conditions specified in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement have been satisfied. .] [NAME OF BORROWER], ] By: Name: Title: XXXXXXX X-0 FORM OF BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of , 20 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the "“Company"”), [NAME OF BORROWING SUBSIDIARY] (the "“New Borrowing Subsidiary"”), and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the "“Administrative Agent"”). Reference is hereby made to the Credit Agreement dated as of April 12June 18, 2011 2014 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement"”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent and Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative AgentAgent and Bank of America, N.A., as an Issuing Bank. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to, and to accept and purchase B/As drawn by, the Company and Borrowing Subsidiaries. The Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrowing Subsidiary under the Credit Agreement. The Company represents that the New Borrowing Subsidiary is a Subsidiary organized under the laws of . The Company agrees that the Guarantee of the Company contained in the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent, [and the execution and delivery to the Administrative Agent of a supplement to the Subsidiary Guarantee Agreement by the New Subsidiary Borrower(5)] Borrower], the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a "“Borrowing Subsidiary" ” and a "“Borrower" ” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement that by the terms of the Credit Agreement are applicable to it. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
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Account Number and Location. The undersigned Borrower Agent hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of the Borrowing Request and on the date of the related Borrowing, that the conditions specified in paragraphs (ab), (c) and (bd) of Section 4.02 of the Credit Agreement have been are satisfied. [NAME OF BORROWER]1 Must be notified in writing or by telephone (with such telephonic notification to be confirmed promptly in writing) (i) in the case of a LIBOR Rate Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing (including an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) of the Credit Agreement), not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. 2 Not less than an aggregate principal amount as indicated in Section 2.02(c) of the Credit Agreement and in integral multiple as indicated therein. 3 Specify a LIBOR Rate Borrowing or an ABR Borrowing. 4 The initial Interest Period applicable to a LIBOR Rate Borrowing shall be a period contemplated by the definition of the term “Interest Period”. NORTHERN TIER ENERGY LLC By: Name: Title: EXHIBIT G [FORM OF BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of OF] REVOLVING PROMISSORY NOTE $[ ] New York, 20 among MOLSON COORS BREWING COMPANYNew York [—], 20[—] FOR VALUE RECEIVED, the undersigned, ST. XXXX PARK REFINING CO. LLC, a Delaware corporation limited liability company; NORTHERN TIER BAKERY LLC, a Delaware limited liability company; NORTHERN TIER RETAIL LLC, a Delaware limited liability company; SUPERAMERICA FRANCHISING LLC, a Delaware limited liability company; and, if applicable, the certain Domestic Subsidiaries that are borrowers pursuant to Section 5.10(a) of the Credit Agreement (collectively, the "Company"“Borrowers”), [NAME OF BORROWING SUBSIDIARYhereby promise to pay to [ ] (the "New Borrowing Subsidiary")“Lender”) or its registered assigns, and DEUTSCHE BANK AG NEW YORK BRANCHat the office of JPMorgan Chase Bank, as Administrative Agent N.A. (the "Administrative “Agent"). Reference is hereby made to ”) at 0000 Xxxx Xxxxxx, 9th Floor TX 1-2921, Xxxxxx, Xxxxx 00000, on the dates and in the amounts set forth in the Amended and Restated Credit Agreement dated as of April 12September 29, 2011 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement"”), among the CompanyNorthern Tier Energy LLC, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries a Delaware limited liability company (“Holdings”); each subsidiary of Holdings from time to time party thereto; the Lenders and Issuing Banks parties thereto; and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders thereunder (the “Agent”), in lawful money of the United States of America in immediately available funds, the Lenders aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrowers pursuant to the Credit Agreement and to pay interest from the date of such Revolving Loans on the principal amount thereof from time to time party theretooutstanding, in like funds, at said office, at the Administrative Agent rate or rates per annum and Deutsche Bank AG, Canada Branch, as Canadian Administrative Agentpayable on the dates provided in the Credit Agreement. Capitalized terms Terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Under Principal of and interest on this promissory note from time to time outstanding shall be due and payable as provided in the Credit Agreement. This promissory note is issued pursuant to and evidences Revolving Loans under the Credit Agreement, to which reference is made for a statement of the Lenders have agreed, rights and obligations of Lender and the duties and obligations of Borrowers. The Credit Agreement contains provisions for acceleration of the maturity of this promissory note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified terms and subject conditions. The holder of this promissory note is hereby authorized by Borrowers to record on a schedule annexed to this promissory note (or on a supplemental schedule) the conditions therein set forthamounts owing with respect to Revolving Loans, and the payment thereof. Failure to make Loans toany notation, however, shall not affect the rights of the holder of this promissory note or any obligations of Borrowers hereunder or under any other Loan Documents. Time is of the essence of this promissory note. Each Borrower and all endorsers, sureties and guarantors of this promissory note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of intention to accelerate the maturity of this promissory note, diligence in collecting, the bringing of any suit against any party, and any notice of or defense on account of any extensions, renewals, partial payments, or changes in any manner of or in this promissory note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. Borrowers jointly and severally agree to pay, and to accept save the holder of this promissory note harmless against, any liability for the payment of all costs and purchase B/As drawn byexpenses (including without limitation reasonable attorneys’ fees) if this promissory note is collected by or through an attorney-at-law. In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder of this promissory note for the use, forbearance or detention of money advanced hereunder exceed the Company and Borrowing Subsidiarieshighest lawful rate permitted under applicable law. The Company and If any such excess amount is inadvertently paid by Borrowers or inadvertently received by the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become holder of this promissory note, such excess shall be returned to Borrowers or credited as a Borrowing Subsidiary under payment of principal, in accordance with the Credit Agreement. The Company represents It is the intent hereof that Borrowers not pay or contract to pay, and that holder of this promissory note not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under applicable law. THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ST. XXXX PARK REFINING CO. LLC as a Borrower By: Name: Title: NORTHERN TIER BAKERY LLC as a Borrower By: Name: Title: NORHTERN TIER RETAIL LLC as a Borrower By: Name: Title: SUPERAMERICA FRANCHISING LLC as a Borrower By: Name: Title: [ ], EXHIBIT H [FORM OF] INTERCOMPANY NOTE [See Attached] EXHIBIT H FORM OF INTERCOMPANY NOTE This Note, and the New Borrowing Subsidiary obligations of each Person set forth on Schedule A hereto, in its capacity as Payor (collectively, the “Payor”) hereunder, shall be subordinate and junior in right of payment to all Senior Indebtedness (as defined in Section 1.07 of Annex A hereto) on the terms and conditions set forth in Annex A hereto, which Annex A is herein incorporated by reference and made a Subsidiary organized under part hereof as if set forth herein in its entirety. Annex A shall not be amended, modified or supplemented without the laws of . The Company agrees that the Guarantee written consent of the Company contained Required Lenders (as defined in the Credit Agreement will apply referred to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Companybelow) (or, the New Borrowing Subsidiary and the Administrative Agent, [and the execution and delivery to the Administrative Agent of a supplement to the Subsidiary Guarantee Agreement by the New Subsidiary Borrower(5)] , the New Borrowing Subsidiary shall be a party to after the Credit Agreement has been terminated and all Senior Indebtedness (as defined in Annex A hereto) under the Credit Agreement shall constitute have been paid in full, the other holders holding a "Borrowing Subsidiary" majority of the outstanding other Senior Indebtedness). New York, New York September 29, 2014 FOR VALUE RECEIVED, each Person set forth on Schedule A hereto from time to time, in its capacity as Payor (individually or collectively, as the context may require, a “Payor”), hereby promises to pay on demand to the order of each other Person set forth on Schedule B hereto or its assigns (individually or collectively, as the context may require, a “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as the applicable Payee shall from time to time designate, the unpaid principal amount of all loans and a "Borrower" for all purposes thereof, advances made by the applicable Payee to the applicable Payor. The applicable Payor also promises to pay interest on the unpaid principal amount hereof in like money at said location from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the applicable Payor and the New Borrowing Subsidiary hereby agrees applicable Payee. Upon the earlier to be bound by all provisions occur of (x) the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the applicable Payor or (y) any exercise of remedies (including the termination of the Commitments) pursuant to Section 7.01 of the Credit Agreement referred to below, the unpaid principal amount of all loans and advances, interest and other fees evidenced by this Note shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note. This Note is one of the Intercompany Notes referred to in the Amended and Restated Credit Agreement, dated as of September 29, 2014 (as amended, restated, modified, supplemented, extended or renewed from time to time, the “Credit Agreement”), by and among NORTHERN TIER ENERGY LLC (“Holdings”), the other Loan Parties party thereto, the Lenders party thereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders thereunder and as collateral agent for the Secured Parties (in such capacities, the “Agent”) and is subject to the terms of the Credit Agreement, and shall be pledged by the applicable Payee pursuant to the Security Agreement (as defined in the Credit Agreement). The applicable Payor hereby acknowledges and agrees that the Secured Parties (as defined in the Security Agreement) may, pursuant to the Security Agreement as in effect from time to time, exercise all rights provided therein with respect to this Note. The applicable Payee is hereby authorized (but shall not be required) to record all loans and advances made by it to the applicable Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. All payments under this Note shall be made without setoff, counterclaim or deduction of any kind. The applicable Payor hereby waives presentment, demand, protest and notice of any kind in connection with this Note. Any Subsidiary (as defined in the Credit Agreement) of the Borrower that wishes to become, or is required pursuant to the terms of the Credit Agreement are applicable to it.become, a party to this Note after the date hereof shall become a Payor or Payee, as applicable, hereunder by executing a counterpart hereof or a joinder agreement (which joinder agreement is in form and substance satisfactory to the Agent) and delivering the same to the Agent. Each party to this Note on the date hereof agrees that any such Subsidiary shall, at the time it becomes a Payor or Payee pursuant to the foregoing provisions, be treated as if it were an original party hereto. This Note replaces in its entirety the Intercompany Note dated as of December 1, 2010 by certain of the parties hereto in favor of certain of the parties hereto (the “Existing Note”). The Existing Note is hereby terminated. FOR THE AVOIDANCE OF DOUBT, OBLIGATIONS TO REPAY LOANS AND ADVANCES ARE LIMITED TO THOSE ACTUALLY ENTERED INTO BY EACH APPLICABLE PAYOR AND PAYEE AND IN NO CIRCUMSTANCE SHALL ANY PAYOR OR PAYEE BE LIABLE FOR THE DEBTS OF ANY OTHER PAYOR OR PAYEE UNDER THIS NOTE. [Signatures on following page] THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH OF THE LOAN PARTIES LISTED BELOW, as PAYOR By: Name: Authorized Signatory Title: Northern Tier Energy LLC St. Xxxx Park Refining Co. LLC Northern Tier Bakery LLC Northern Tier Retail LLC SuperAmerica Franchising LLC Northern Tier Finance Corporation Northern Tier Retail Holdings LLC Northern Tier Oil Transport LLC Pay to the order of EACH OF THE LOAN PARTIES LISTED BELOW, as PAYEE By: Name: Authorized Signatory Title: Northern Tier Energy LLC St. Xxxx Park Refining Co. LLC Northern Tier Bakery LLC Northern Tier Retail LLC SuperAmerica Franchising LLC Northern Tier Finance Corporation Northern Tier Retail Holdings LLC Northern Tier Oil Transport LLC SCHEDULE A NAME OF PAYOR JURISDICTION OF ORGANIZATION 1. Northern Tier Energy LLC Delaware 2. St. Xxxx Park Refining Co. LLC Delaware
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Account Number and Location. 1 Specify whether the requested Borrowing (a) is to be a Global Tranche Borrowing or a US/UK Tranche Borrowing and (b) an ABR Borrowing, Canadian Base Rate Borrowing or Eurocurrency Borrowing. 2 Amount must be at least equal to the applicable Borrowing Minimum and an integral multiple of the applicable Borrowing Multiple; provided that an ABR Borrowing or a Canadian Base Rate Borrowing may be in an aggregate amount that is equal to the aggregate available Global Tranche Commitments or US/UK Tranche Commitments, as applicable. 3 Date of Borrowing must be a Business Day. 4 Required in the case of a Eurocurrency Borrowing and must be a period contemplated by the definition of the term “Interest Period” in the Credit Agreement. [The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of the Borrowing Request and on the date of the related Borrowing, the conditions specified in paragraphs (a) and (b) of Section 4.02 4.03 of the Credit Agreement have been satisfied. satisfied.5] [NAME OF BORROWER], By: Name: Title: 5 Only to be included in Borrowing Requests delivered after the Closing Date. EXHIBIT B-1 FORM OF BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of , 20 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the "“Company"”), [NAME OF BORROWING SUBSIDIARY] (the "“New Borrowing Subsidiary"”), and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the "“Administrative Agent"”). Reference is hereby made to the Credit Agreement dated as of April 123, 2011 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement"”), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent and Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to, and to accept and purchase B/As drawn by, the Company and Borrowing Subsidiaries. The Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrowing Subsidiary under the Credit Agreement. The Company represents that the New Borrowing Subsidiary is a Subsidiary organized under the laws of . The Company agrees that the Guarantee of the Company contained in the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent, [and the execution and delivery to the Administrative Agent of a supplement to the Subsidiary Guarantee Agreement by the New Subsidiary Borrower(5)Borrower6] , the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a "“Borrowing Subsidiary" ” and a "“Borrower" ” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement that by the terms of the Credit Agreement are applicable to it. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
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