SIXTH SUPPLEMENTAL INDENTURE DATED AS OF May 23, 2008 to INDENTURE dated as of May 7, 2002 among COORS BREWING COMPANY, as Issuer THE GUARANTORS NAMED THEREIN, as Guarantors and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
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SIXTH SUPPLEMENTAL INDENTURE
DATED AS OF May 23, 2008
to
INDENTURE
dated as of May 7, 2002
among
COORS BREWING COMPANY,
as Issuer
THE GUARANTORS NAMED THEREIN,
as Guarantors
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
SIXTH SUPPLEMENTAL INDENTURE, dated as of May 23, 2008 (this "Sixth Supplemental Indenture"), to the Indenture dated as of May 7, 2002, as supplemented by the First Supplemental Indenture thereto dated as of May 7, 2002, the Second Supplemental Indenture thereto dated as of October 3, 2003, the Third Supplemental Indenture thereto dated as of February 17, 2005, the Fourth Supplemental Indenture thereto dated April 10, 2007, and the Fifth Supplemental Indenture thereto dated February 1, 2008 (collectively, the "Original Indenture" and, together with this Sixth Supplemental Indenture, the "Indenture"), among Coors Brewing Company, a Colorado corporation (the "Company"), Molson Coors Brewing Company (f/k/a Xxxxxx Xxxxx Company), a Delaware corporation, Coors Distributing Company, a Colorado corporation, Coors International Market Development, LLLP., a Colorado limited liability limited partnership, Coors Worldwide, Inc., a Colorado corporation, Coors Global Properties, Inc. (f/k/a Coors Caribe, Inc.), a Colorado corporation, Coors International, Inc., a Colorado corporation, Coors Brewing Company International, Inc., a Colorado corporation, Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, 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"), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the "Trustee").
WHEREAS, the Company, the Guarantors and the Trustee are authorized to enter into this Sixth Supplemental Indenture pursuant to Section 9.01 of the Original Indenture;
WHEREAS, Coors International Market Development, LLLP ("CIMD"), a Guarantor, has transferred substantially all of its assets to Coors Global Properties, Inc. ("CGP"), a Guarantor (the "Asset Transfer");
WHEREAS, on May 26, 2008, CGP will merge (the "Merger", together with the Asset Transfer, the "Consolidations") with and into the Company, with the Company being the surviving Person; and
WHEREAS, Section 5.01(b) of the Indenture requires that when a Guarantor merges with or into, or transfers all or substantially all of its assets to, another Person, the surviving Person shall expressly assume all 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. CGP hereby expressly assumes all the obligations of CIMD under its Subsidiary Guaranty, and the Company hereby expressly assumes, as of May 26, 2008, all of the obligations of CGP under its respective 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 Trustee. In carrying out the Trustee's responsibilities hereunder, the Trustee shall have all of the rights, protections, and immunities which the Trustee possesses under the Indenture. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes 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.
COORS BREWING COMPANY | ||||||||
By: |
/s/ XXXXXXX X. XXXXXX |
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Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | Treasurer, Chief Corporate Finance Officer |
GUARANTORS: |
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MOLSON COORS CAPITAL FINANCE ULC |
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By: |
/s/ XXXXXXX X. XXXXXX |
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Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | President and Chief Executive Officer | |||||||
MOLSON COORS BREWING COMPANY |
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By: |
/s/ XXXXXXX X. XXXXXX |
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Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | Vice President, Global Treasurer | |||||||
COORS DISTRIBUTING COMPANY |
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By: |
/s/ XXXXXXX X. XXXXXX |
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Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | Treasurer | |||||||
CBC HOLDCO, INC. |
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By: |
/s/ XXXXXXX X. XXXXXX |
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Name: | Xxxxxxx X. Xxxxxx | |||||||
Title: | President | |||||||
MOLSON COORS INTERNATIONAL LP |
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By: |
MOLSON COORS INTERNATIONAL GENERAL, ULC Its General Partner |
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By: |
/s/ XXXXXX X. XXXXXX |
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Name: | Xxxxxx X. Xxxxxx | |||||||
Title: | Vice President | |||||||
MOLSON COORS INTERNATIONAL GENERAL, ULC |
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By: |
/s/ XXXXXX X. XXXXXX |
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Name: | Xxxxxx X. Xxxxxx | |||||||
Title: | Vice President |
COORS INTERNATIONAL HOLDCO, ULC | ||||||||
By: |
/s/ E. XXX XXXXX |
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Name: | E. Xxx Xxxxx | |||||||
Title: | Vice President, Taxation | |||||||
MOLSON COORS CALLCO ULC |
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By: |
/s/ E. XXX XXXXX |
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Name: | E. Xxx Xxxxx | |||||||
Title: | Vice President, Taxation | |||||||
COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P. |
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By: |
COORS GLOBAL PROPERTIES, INC., Its General Partner |
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By: |
/s/ XXXXX XXXX XXXXXX |
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Name: | Xxxxx Xxxx Xxxxxx | |||||||
Title: | President | |||||||
COORS GLOBAL PROPERTIES, INC. |
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By: |
/s/ XXXXX XXXX XXXXXX |
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Name: | Xxxxx Xxxx Xxxxxx | |||||||
Title: | President | |||||||
DEUTSCHE BANK TRUST COMPANY AMERICAS by DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee |
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By: |
/s/ XXXXX XXXXXXXXXXXX |
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Name: | Xxxxx Xxxxxxxxxxxx | |||||||
Title: | Assistant Vice President | |||||||
By: |
/s/ XXXXX XXXXXXX |
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Name: | Xxxxx Xxxxxxx | |||||||
Title: | Vice President |
SIXTH SUPPLEMENTAL INDENTURE