Exhibit 10.11
AMENDMENT NO. 2
AMENDMENT NO. 2 (this “Amendment”) dated as of June 29, 2012 among MOLSON COORS BREWING COMPANY (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. AND MOLSON COORS INTERNATIONAL LP (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 Credit 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 European Holdco Limited from the requirement to Guarantee the Obligations of the UK Borrowing Subsidiaries specified in clause (iv) 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 (iv) of the foregoing sentence, Molson Coors European Holdco Limited shall 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.
MOLSON COORS BREWING COMPANY
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: VP, Treasurer, Tax & Strategic Finance
MOLSON CANADA 2005
By /s/ Wouter Vosmeer
Name: Wouter Vosmeer
Title: Chief Financial Officer
By /s/ Kelly L. Brown
Name: Kelly L. Brown
Title: Chief Legal Officer
MOLSON COORS INTERNATIONAL LP
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: VP, Treasurer, Tax & Strategic Finance
MOLSON COORS CANADA INC.
By /s/ Wouter Vosmeer
Name: Wouter Vosmeer
Title: Chief Financial Officer
By /s/ Kelly L. Brown
Name: Kelly L. Brown
Title: Chief Legal Officer
| |
MOLSON COORS BREWING COMPANY (UK) LIMITED
By
| /s/ Susan Albion
Name: Susan Albion |
Title: Legal Director
ADMINISTRTIVE AGENT:
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By: /s/ Heidi Sandquist
Title: Director
By: _____________________________
Title:
Lenders
Canadian Imperial Bank of Commerce, New York Agency
By: /s/ Dominic Sorresso
Name: Dominic Sorresso
Title : Authorized Signatory
By: /s/ Jonathan Kim
Name: Jonathan Kim
Title : Authorized Signatory
Royal Bank of Canada
By: /s/ David Cole
Name: David Cole
Title : Authorized Signatory
Credit Suisse AG, Cayman Islands Branch
By: /s/ Karl Studer
Name: Karl Studer
Title : Director
By: /s/ Stephan Brechtbuehl
Name: Stephan Brechtbuehl
Title : Assistant Vice President
HSBC Bank USA, National Association
By: /s/ Hans Y. Lin
Name: Hans Y. Lin
Title : Senior Vice President
UNICREDIT BANK AG, NEW YORK BRANCH
By: /s/ Annett Guderian
Name: Annett Guderian
Title : Director
By: /s/ Betsy Hudson
Name: Betsy Hudson
Title : Associate
Bank of the West
By: /s/ Terry A. Switz, Jr.
Name: Terry A. Switz, Jr.
Title : Senior Relationship Manager
Credit Suisse AG, Cayman Islands Branch
By: /s/ Karl Studer
Name: Karl Studer
Title : Director
DEUTSCHE BANK AG NEW YORK BRANCH
By /s/ Heidi Sandquist
Name: Heidi Sandquist
Title: Director
By /s/ Ming K. Chu
Name: Ming K. Chu
Title: Vice President
Bank of America, N.A.
By /s/ John H. Schmidt
Name: John H. Schmidt
Title: Director
UBS AG, Stamford Branch
By /s/ Irja R. Otsa
Name: Irja R. Otsa
Title: Associate Director
By s/s Mary E. Evans
Name: Mary E. Evans
Title: Associate Director
Morgan Stanley Bank, N.A.
By /s/ Brendan MacBride
Name: Brendan MacBride
Title: Authorized Signatory
Wells Fargo Bank, National Association
By: /s/ Mark Holm
Name: Mark Holm
Title : Managing Director
BMO Harris Financing Inc.,
By: /s/ Robert H. Wolohan
Name: Robert H. Wolohan
Title : Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD
By: /s/ Christine Howatt
Name: Christine Howatt
Title : Authorized Signatory
Lloyds TSB Bank PLC, as Lender
By: /s/ Candi Obrentz
Name: Candi Obrentz
Title : Vice President – 0013
By: Julia R. Franklin
Name: Julia R. Franklin
Title: Vice President – F014
Cooperative Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, New York Branch
By: /s/ Pamela Beal
Name: Pamela Beal
Title : Executive Director
By: /s/ Sue Chen- Holmes
Name: Sue Chen-Holmes
Title : Vice President
Toronto Dominion (New York) LLC
By: /s/ Debbi L. Brito
Name: Debbi L. Brito
Title : Authorized Signatory
Citibank N.A.
By: /s/ Nicholas Pateros
Name: Nicholas Pateros
Title : Vice President
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/ Susan Albion
Name: Susan Albion
Title: Legal Director
MOLSON CANADA 2005
By /s/ Wouter Vosmeer
Name: Wouter Vosmeer
Title: Chief Financial Officer
By /s/ Kelly L. Brown
Name: Kelly L. Brown
Title: Chief Financial Officer
MOLSON COORS INTERNATIONAL LP
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: VP, Taxation and Treasurer
COORS BREWING COMPANY
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: VP - Taxation and Treasurer
CBC HOLDCO LLC
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: VP - Taxation and Treasurer
CBC HOLDCO 2 LLC
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: VP - Taxation and Treasurer
MC HOLDING COMPANY LLC
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: VP, Taxation and Treasurer
MOLSON COORS CAPITAL FINANCE ULC
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: Treasurer
MOLSON COORS INTERNATIONAL GENERAL, ULC
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: Treasurer
COORS INTERNATIONAL HOLDCO, ULC
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: Treasurer
MOLSON COORS CALLCO ULC
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: Treasurer
MOLSON Inc.
By /s/ Wouter Vosmeer
Name: Wouter Vosmeer
Title: Chief Financial Officer
MOLSON COORS HOLDINGS LIMITED
By /s/ Susan Albion
Name: Susan Albion
Title: Director
GOLDEN ACQUISITION
By /s/ Susan Albion
Name: Susan Albion
Title: Director
NEWCO3, INC.
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: Treasurer
MOLSON COORS HOLDCO, INC.
By /s/ Julio O. Ramirez
Name: Julio O. Ramirez
Title: VP - Taxation and Treasurer
