SIXTH SUPPLEMENTAL INDENTURE DATED AS OF June 27, 2008 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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SIXTH SUPPLEMENTAL INDENTURE
DATED AS OF June 27, 2008
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. Trustee
and
COMPUTERSHARE TRUST COMPANY OF CANADA
as Canadian Trustee
SIXTH SUPPLEMENTAL INDENTURE, dated as of June 27, 2008 (this "Sixth Supplemental Indenture"), to the Indenture dated as of September 22, 2005, as supplemented by the First Supplemental Indenture and Second Supplemental Indenture thereto, each dated as of September 22, 2005, the Third Supplemental Indenture thereto dated as of April 10, 2007, the Fourth Supplemental Indenture thereto dated as of February 1, 2008, and the Fifth Supplemental Indenture thereto dated as of May 23, 2008 (collectively, the "Original Indenture" and, together with this Sixth Supplemental Indenture, the "Indenture"), among Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (the "Company"), Molson Coors Brewing Company, a Delaware corporation, 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, Coors Brewing Company International, Inc., a Colorado corporation, Molson Coors International L.P., a Delaware limited partnership, 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, Molson Coors Callco ULC, a Nova Scotia unlimited liability company (collectively, 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 Computershare Trust Company of Canada, a trust company duly incorporated and existing under the laws of Canada, as successor to The Canada Trust Company, as Canadian Trustee (the "Canadian Trustee" and together with the U.S. Trustee, the "Trustees").
WHEREAS, the Company, the Guarantors and the Trustees are authorized to enter into this Sixth Supplemental Indenture pursuant to Section 9.01 of the Original Indenture;
WHEREAS, Coors Distributing Company ("CDC"), a Guarantor, has merged (the "Merger") with and into Coors Brewing Company ("CBC"), a Guarantor, with CBC being the surviving Person; and
WHEREAS, Section 5.01(b) of the Indenture requires that when a Guarantor merges with or into another Person, the surviving Person shall expressly assume all of the obligations of such Guarantor, if any, under its Subsidiary Guaranty.
NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:
That the parties hereto hereby agree as follows:
Section 1 Defined Terms; Rules of Interpretation. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Indenture. The rules of interpretation set forth in the Indenture shall be applied hereto as if set forth in full herein.
Section 2 Assumption of Obligations. CBC hereby expressly assumes all of the obligations of CDC under its Subsidiary Guaranty.
Section 3 Ratification of Original Indenture: Supplemental Indentures Part of Original Indenture. Except as expressly amended or supplemented hereby, the Original Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Sixth Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of any Securities heretofore or hereafter authenticated and delivered pursuant thereto shall be bound hereby. Except only insofar as the Original Indenture may be inconsistent with the express provisions of this Sixth Supplemental Indenture, in which case the terms of this Sixth Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this Sixth Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Original Indenture were contained in one instrument.
Section 4 Counterparts. This Sixth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Section 5 Governing Law. This Sixth Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
Section 6 Concerning the Trustees. In carrying out the Trustees' responsibilities hereunder, the Trustees shall have all of the rights, protections, and immunities which the Trustees possess under the Indenture. The recitals contained herein shall be taken as the statements of the Company, and the Trustees assume no responsibility for their correctness. The Trustees make no representations as to the validity or sufficiency of this Sixth Supplemental Indenture.
IN WITNESS WHEREOF, the parties have caused this Sixth Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.
MOLSON COORS CAPITAL FINANCE ULC | ||||||||
By: |
/s/ XXXXXXX X. XXXX |
|||||||
Name: | Xxxxxxx X. Xxxx | |||||||
Title: | Assistant Secretary | |||||||
GUARANTORS: |
||||||||
COORS BREWING COMPANY |
||||||||
By: |
/s/ XXXXX X. XXXXXXXX |
|||||||
Name: | Xxxxx X. Xxxxxxxx | |||||||
Title: | President |
MOLSON COORS BREWING COMPANY | ||||||||
By: |
/s/ XXXXXXX X. XXXX |
|||||||
Name: | Xxxxxxx X. Xxxx | |||||||
Title: | Vice President | |||||||
COORS DISTRIBUTING COMPANY |
||||||||
By: |
/s/ XXXXXXX X. XXXXXX |
|||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | Vice President | |||||||
CBC HOLDCO, INC. |
||||||||
By: |
/s/ XXXXXXX X. XXXX |
|||||||
Name: | Xxxxxxx X. Xxxx | |||||||
Title: | Secretary | |||||||
MOLSON COORS INTERNATIONAL LP |
||||||||
By: |
MOLSON COORS INTERNATIONAL GENERAL, ULC Its General Partner |
|||||||
By: |
/s/ XXXXXXX X. XXXXXX |
|||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | Chief Financial Officer | |||||||
MOLSON COORS INTERNATIONAL GENERAL, ULC |
||||||||
By: |
/s/ XXXXXXX X. XXXXXX |
|||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | Chief Financial Officer | |||||||
COORS INTERNATIONAL HOLDCO, ULC |
||||||||
By: |
/s/ XXXXXXX X. XXXXXX |
|||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | Chief Financial Officer | |||||||
MOLSON COORS CALLCO ULC |
||||||||
By: |
/s/ XXXXXXX X. XXXXXX |
|||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | Chief Financial Officer |
THE BANK OF NEW YORK TRUST COMPANY, N.A., as U.S. Trustee |
||||||||
By: |
/s/ XXXXXX X. XXXXXXX |
|||||||
Name: | Xxxxxx X. Xxxxxxx | |||||||
Title: | Vice President | |||||||
COMPUTERSHARE TRUST COMPANY OF CANADA, as Canadian Trustee |
||||||||
By: |
/s/ XXXXXXXX XXXXXXXX |
|||||||
Name: | Xxxxxxxx Xxxxxxxx | |||||||
Title: | Professional, Corporate Trust | |||||||
By: |
/s/ XXXXXXX XXXXXXXXXX |
|||||||
Name: | Xxxxxxx Xxxxxxxxxx | |||||||
Title: | Administrator, Corporate Trust |
SIXTH SUPPLEMENTAL INDENTURE