AMENDMENT NO. 2
Exhibit 10.10
AMENDMENT XX. 0
XXXXXXXXX XX. 0 (this “Amendment”) dated as of June 29, 2012 among MOLSON COORS BREWING COMPANY (the “Company”), Molson Coors European Finance Company S. à.x.x., a private limited liability company (société à responsabilité limitée) governed by the laws of Luxembourg, with a share capital of EUR 12,400 having its registered office at 00X, Xxxxxx X.X. Xxxxxxx, X-0000 Xxxxxxxxxx, Xxxxx-Xxxxx of Luxembourg, registered with the Luxembourg Trade and Companies Register under section B number 168466 (together with the Company, collectively, the “Borrowers”), the Lenders that are signatories to this Amendment and DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as Administrative Agent under the Credit Agreement referred to below (the “Administrative Agent”).
The Borrowers, the lenders parties thereto and the Administrative Agent are parties to a Term Loan Agreement dated as of April 3, 2012 (as amended, supplemented or otherwise modified and in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”).
The Company has requested that the “Guarantee Requirement” be amended to exclude Molson Coors Lux 2 and Starbev Holdings S. à x.x. from the requirement to Guarantee the Obligations of the Additional Borrower specified in clause (iii) of the definition of “Guarantee Requirement”.
The parties hereto wish now to amend the Credit Agreement in certain respects, and, accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the receipt by Administrative Agent of counterparts of this Amendment executed by Company and each Guarantor, but effective as of the date hereof, the Credit Agreement shall be amended as follows:
2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.
2.02. Certain Defined Terms. The definition of “Guarantee Requirement” set forth in Section 1.01 of the Credit Agreement shall be amended by adding the following sentence immediately at the end thereof:
“Notwithstanding the provisions of clause (iii) of the foregoing sentence, Molson Coors Lux 2 and Starbev Holdings S. à.x.x shall each not be required to execute a Subsidiary Guarantee Agreement.”
Section 3. Representations and Warranties. Each Borrower represents and warrants to the Agents and the Lenders that (a) the representations and warranties set forth in Article III of the Credit Agreement (after giving effect to the amendments contemplated herein), other than those set forth in Sections 3.04(b) and 3.06(a) thereof, and in each of the other Loan Documents are true and correct on and as of the date hereof as if made on and as of the date hereof unless such representations and warranties expressly relate to an earlier date, in which case they are true on and as of such date, and as if each reference in said
Article III to “this Agreement” included reference to this Amendment, and (b) no Default shall have occurred and be continuing.
Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions: (a) the Administrative Agent shall have received counterparts of this Amendment signed by each of the Borrowers, the Subsidiary Guarantors and the Required Lenders and (b) each Agent and the Lenders shall have received payment of all reasonable fees and expenses (including fees and disbursements of special counsel for the Administrative Agent) payable under the Credit Agreement in respect of this Amendment and invoiced two days prior to the date hereof.
Section 5. Confirmation of Guarantee. The Company (a) confirms its obligations under the guarantee set forth in Article VIII of the Credit Agreement, (b) confirms that its obligations under the Credit Agreement as amended hereby are entitled to the benefits of such guarantee, (c) confirms that its obligations under the Credit Agreement as amended hereby constitute “Obligations” (as defined in the Credit Agreement) and (d) agrees that the Credit Agreement as amended hereby is the Credit Agreement under and for all purposes of such guarantee.
Section 6. Effect of the Amendment. Each of the Company and each Subsidiary Guarantor acknowledges and agrees that the amendment set forth in Section 2 above shall be limited as written and nothing contained herein shall, by implication or otherwise, be deemed to constitute a waiver, amendment or consent to any other term, provision or condition of the Credit Agreement or any other Loan Document or limit, impair or prejudice any right or remedy that any party hereto may have or may in the future have under the Credit Agreement or any other Loan Document, which shall remain in full force and effect, and the Lenders hereby reserve all such rights and remedies. Except as set forth herein, the terms, provisions and conditions of the Credit Agreement shall remain unchanged and in full force and effect.
Section 7. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
Title: VP, Treasurer, Tax & Strategic Finance
MOLSON COORS EUROPEAN FINANCE COMPANY
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Category “A” Manager (gerant de categorie A)
ADMINISTRATIVE AGENT: DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent By: /s/ Xxxxx Xxxxxxxxx Title: Director By: Title: | |
LENDERS:
DEUTSCHE BANK AG NEW YORK BRANCH
By /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Director
By /s/ Xxxx X. Xxx
Name: Xxxx X. Xxx
Title: Vice President
Bank of America, N.A.
By /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Director
Name: Xxxx X. Xxxxxxx
Title: Director
UBS AG, Stamford Branch
By /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Associate Director
By s/s Xxxx X. Xxxxx
Xxxx X. Xxxxx
Title: Associate Director
Xxxxxx Xxxxxxx Bank, N.A.
By /s/ Xxxxxxx XxxXxxxx
Name: Xxxxxxx XxxXxxxx
Title: Authorized Signatory
Xxxxx Fargo Bank, National Association
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title : Managing Director
BMO Xxxxxx Financing Inc.,
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title : Vice President
Xxxxx Fargo Bank, National Association
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title : Managing Director
The Bank of Tokyo- Mitsubishi UFJ, LTD.
By: /s/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title : Authorized Signatory
Lloyds TSB Bank PLC, as Lender
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title : Vice President – 0013
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President – F014
Cooperative Centrale Raiffeisen-
Boerenleenbank, B.A. “Rabobank Nederland”,
New York Branch
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title : Executive Director
By: /s/ Xxx Xxxx- Xxxxxx
Name: Xxx Xxxx-Xxxxxx
Title : Vice President
Toronto Dominion (New York) LLC
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title : Authorized Signatory
Barclays Bank PLC
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title : Vice President
XX Xxxxxx Xxxxx Bank N.A.
By: /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title : Executive Director
The Northern Trust Company
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title : Vice President
Canadian Imperial Bank of Commerce, New York Agency
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title : Authorized Signatory
By: /s/ Xxxxxxxx Xxx
Name: Xxxxxxxx Xxx
Title : Authorized Signatory
Royal Bank of Canada
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title : Authorized Signatory
Credit Suisse AG, Cayman Islands Branch
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title : Director
By: /s/ Xxxxxxx Brechtbuehl
Name: Xxxxxxx Brechtbuehl
Title : Assistant Vice President
HSBC Bank USA, National Association
By: /s/ Xxxx X. Xxx
Name: Xxxx X. Xxx
Title : Senior Vice President
UNICREDIT BANK AG, NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title : Director
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title : Associate
Bank of the West
By: /s/ Xxxxx X. Xxxxx, Xx.
Name: Xxxxx X. Xxxxx, Xx.
Title : Senior Relationship Manager
Credit Suisse AG, Cayman Islands Branch
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title : Director
Each undersigned Subsidiary Guarantor (a) confirms its obligations under the guarantee set forth in the Subsidiary Guarantee Agreement, (b) confirms that its obligations under the Credit Agreement as amended hereby are entitled to the benefits of the Subsidiary Guarantee Agreement, (c) confirms that its obligations under the Credit Agreement as amended hereby constitute “Obligations” (as defined in the Subsidiary Guarantee Agreement) and (d) agrees that the Credit Agreement as amended hereby is the Credit Agreement under and for all purposes of the Subsidiary Guarantee Agreement.
MOLSON COORS BREWING COMPANY (UK) LIMITED
By /s/ Xxxxx Albion
Name: Xxxxx Albion
Title: Legal Director
MOLSON CANADA 2005
By /s/ Wouter Vosmeer
Name: Wouter Vosmeer
Title: Chief Financial Officer
By /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer
MOLSON COORS INTERNATIONAL LP
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: VP, Taxation and Treasurer
COORS BREWING COMPANY
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: VP - Taxation and Treasurer
CBC HOLDCO LLC
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: VP - Taxation and Treasurer
CBC HOLDCO 2 LLC
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: VP - Taxation and Treasurer
MC HOLDING COMPANY LLC
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: VP, Taxation and Treasurer
MOLSON COORS CAPITAL FINANCE ULC
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
MOLSON COORS INTERNATIONAL GENERAL, ULC
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
COORS INTERNATIONAL HOLDCO, ULC
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
MOLSON COORS CALLCO ULC
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
MOLSON COORS HOLDINGS LIMITED
By /s/ Xxxxx Albion
Name: Xxxxx Albion
Title: Director
GOLDEN ACQUISITION
By /s/ Xxxxx Albion
Name: Xxxxx Albion
Title: Director
NEWCO3, INC.
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
MOLSON COORS HOLDCO, INC.
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: VP - Taxation and Treasurer
MOLSON COORS LUX 1
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Category A Manager
