THIRD SUPPLEMENTAL INDENTURE DATED AS OF APRIL 10, 2007 to INDENTURE dated as of September 22, 2005 among MOLSON COORS CAPITAL FINANCE ULC, as Issuer THE GUARANTORS NAMED THEREIN, as Guarantors, THE BANK OF NEW YORK TRUST COMPANY, N.A., as U.S....
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THIRD SUPPLEMENTAL INDENTURE
DATED AS OF APRIL 10, 2007
to
dated as of September 22, 2005
among
MOLSON COORS CAPITAL FINANCE ULC,
as Issuer
THE GUARANTORS NAMED THEREIN,
as Guarantors,
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as U.S. Trustee
and
THE CANADA TRUST COMPANY
as Canadian Trustee
THIRD SUPPLEMENTAL INDENTURE, dated as of April 10, 2007 (this "Third Supplemental Indenture"), to the Indenture dated as of September 22, 2005, as amended by that First Supplemental Indenture and that Second Supplemental Indenture, each dated as of September 22, 2005 (collectively, the "Original Indenture") among MOLSON COORS CAPITAL FINANCE ULC, a Nova Scotia unlimited liability company (the "Company"), MOLSON COORS BREWING COMPANY, a Delaware corporation (the "Parent Guarantor"), COORS BREWING COMPANY, a Colorado corporation, COORS DISTRIBUTING COMPANY, a Colorado corporation, COORS WORLDWIDE, INC., a Colorado corporation, COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P., a Colorado limited liability limited partnership, COORS GLOBAL PROPERTIES, INC., a Colorado corporation, COORS INTERCONTINENTAL, INC., a Colorado corporation, and COORS BREWING COMPANY INTERNATIONAL, INC., a Colorado corporation (collectively, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"), THE BANK OF NEW YORK, TRUST COMPANY, N.A., as successor to TD Banknorth, National Association, as U.S. Trustee (the "U.S. Trustee") and THE CANADA TRUST COMPANY, a trust company duly amalgamated and existing under the laws of Canada, as Canadian Trustee (the "Canadian Trustee" and together with the U.S. Trustee, the "Trustees").
WHEREAS, on April 10, 2007 the Company transferred substantially all of its assets to Coors Brewing Company International, Inc. for consideration determined to be fair market value by the Board of Directors for the assets transferred (the "Transfer");
WHEREAS, on April 10, 2007, Coors Worldwide, Inc., Coors Intercontinental, Inc. and Coors Brewing Company International, Inc. (together, the "Merged Guarantors") merged (the "Merger") with and into Molson Coors International L.P., a Delaware limited liability company ("MCIL");
WHEREAS, pursuant to Section 5.01 of the Original Indenture, the Securities issued pursuant to the Indenture shall be guaranteed by certain Subsidiaries, including the surviving entity of the Merger Guarantors;
WHEREAS, pursuant to Section 4.06 of the Original Indenture, each of the Parent Guarantor and the Company shall cause each of its Subsidiaries that guarantees any Senior Debt of the Parent Guarantor or the Company after the Issue Date to, at the same time, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Subsidiary will guarantee payment of the Securities on the same terms and conditions as those set forth in Article 10 of the Original Indenture;
WHEREAS, on April 10, 2007, the newly-formed Subsidiaries MCIL, CBC HOLDCO, INC., a Colorado corporation, MCBC INTERNATIONAL HOLDCO, INC., a Colorado corporation, MOLSON COORS INTERNATIONAL GENERAL, ULC, a Nova Scotia unlimited liability company, COORS INTERNATIONAL HOLDCO, ULC, a Nova Scotia unlimited liability company and MOLSON COORS CALLCO ULC, a Nova Scotia unlimited liability company, agreed to guarantee the obligations under the Credit Agreement dated as of February 17, 2005 (the "Credit Agreement") between the Parent Guarantor, the Company, Molson Canada 2005, Molson Inc., Molson Coors Canada Inc. and Coors Brewers Limited, the Lenders party thereto, Wachovia Bank, National Association, as Administrative Agent, Issuing Bank and Swingline Lender, and Bank of Montreal, as Canadian Administrative Agent, Issuing Bank and Swingline Lender;
NOW, THEREFORE, in consideration of the above premises, each of MCIL, CBC HOLDCO, INC., MCBC INTERNATIONAL HOLDCO, INC., MOLSON COORS INTERNATIONAL GENERAL, ULC, COORS INTERNATIONAL HOLDCO, ULC, and MOLSON COORS CALLCO ULC hereby agree (i) to be added to the definition of "Subsidiary Guarantors"; and (ii) to guarantee payment of the Securities, on the same terms as and conditions as those set forth in Article 10 of the Original Indenture. Furthermore, the Company hereby confirms that it remains liable under the Indenture as "the Company" and in addition to becoming a Subsidiary Guarantor,
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MCIL hereby agrees that it is liable as a co-issuer for the payment of principal and interest on the Securities and agrees to be added to the definition of the "Company" for such purposes.
This Third Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to the applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
This Third Supplemental Indenture may be executed by one or more the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
The Trustees make no representations as to the validity or sufficiency of this Third Supplemental Indenture. The recitals and factual statements contained herein are deemed to be those of the Company and not of the Trustees.
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IN WITNESS WHEREOF, the parties have caused this Third Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.
| MOLSON COORS INTERNATIONAL L.P. | |||
By: |
/s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Vice President, Global Treasurer |
||
CBC HOLDCO, INC. |
|||
By: |
/s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: President |
||
MCBC INTERNATIONAL HOLDCO, INC. |
|||
By: |
/s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: President |
||
MOLSON COORS INTERNATIONAL GENERAL, ULC |
|||
By: |
/s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Secretary |
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By: |
/s/ XXXX X. XXXX Name: Xxxx X. Xxxx Title: Assistant Secretary |
||
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COORS INTERNATIONAL HOLDCO, ULC |
|||
By: |
/s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Secretary |
||
By: |
/s/ XXXX X. XXXX Name: Xxxx X. Xxxx Title: Assistant Secretary |
||
MOLSON COORS CALLCO ULC |
|||
By: |
/s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Treasurer |
||
By: |
/s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Secretary |
||
MOLSON COORS CAPITAL FINANCE ULC |
|||
By: |
/s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: President and Chief Executive Officer |
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By: |
/s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Secretary |
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MOLSON COORS BREWING COMPANY |
|||
By: |
/s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Vice President, Global Treasurer |
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COORS BREWING COMPANY |
|||
By: |
/s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Treasurer, Chief Corporate Finance Officer |
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COORS DISTRIBUTING COMPANY |
|||
By: |
/s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Treasurer |
||
COORS GLOBAL PROPERTIES, INC. |
|||
By: |
/s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Chairman |
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COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P. |
|||
By: |
Coors Global Properties, Inc. Its General Partner |
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By: |
/s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Chairman |
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THE BANK OF NEW YORK TRUST COMPANY, N.A. as U.S. Trustee |
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By: |
/s/ XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Vice President |
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By: |
/s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Assistant Treasurer |
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THE CANADA TRUST COMPANY as Canadian Trustee |
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By: |
/s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Authorized Signatory |
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By: |
/s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory |
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Exhibit 4.2
