SEVENTH SUPPLEMENTAL INDENTURE Dated as of January 11, 2018 to the
Exhibit 4.5.8
MOLSON COORS INTERNATIONAL LP, as Issuer
and
THE GUARANTORS NAMED HEREIN, as Guarantors
and
COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee
Dated as of January 11, 2018
to the
INDENTURE dated as of September 18, 2015
THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of January 11, 2018 and effective as of January 1, 2018 (this “Seventh Supplemental Indenture”), to the Indenture dated as of September 18, 2015 (the “Original Indenture”), as supplemented by the First Supplemental Indenture and Second Supplemental Indenture thereto, each dated as of September 18, 2015, by the Third Supplemental Indenture thereto dated as of May 13, 2016, by the Fourth Supplemental Indenture thereto dated as of August 19, 2016, by the Fifth Supplemental Indenture dated as of September 30, 2016, and by the sixth Supplemental Indenture dated as of October 11, 2016 (collectively, the “Supplemental Indentures” and, together with the Original Indenture and this Seventh Supplemental Indenture, the “Indenture”), is entered into among MOLSON COORS INTERNATIONAL LP, a Delaware limited partnership (the “Issuer”), MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Parent Guarantor”), COORS BREWING COMPANY, a Colorado corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, an Ontario partnership, CBC HOLDCO LLC, a Colorado limited liability company, COORS INTERNATIONAL HOLDCO 2, ULC, a Nova Scotia unlimited liability company, MOLSON COORS CALLCO ULC, a Nova Scotia unlimited liability company, MOLSON COORS INTERNATIONAL GENERAL, ULC, a Nova Scotia unlimited liability company, CBC HOLDCO 2 LLC, a Colorado limited liability company, CBC HOLDCO 3, INC., a Colorado corporation, NEWCO3, INC., a Colorado corporation, MOLSON COORS HOLDCO INC., a Delaware Corporation, MILLERCOORS LLC, a Delaware limited liability company, and MILLERCOORS USA LLC, a Delaware limited liability company, (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), and COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company duly existing under the laws of Canada (the “Trustee”).
WHEREAS, Section 10.06 of the Original Indenture provides the Trustee shall execute and deliver an appropriate instrument, including a supplemental indenture, evidencing a release of a guarantee pursuant to the terms thereunder;
WHEREAS, Section 10.06 of the Original Indenture provides that a Subsidiary Guarantor shall automatically be deemed released from all obligations under Article X of the Original Indenture, if at any time when no Event of Default has occurred and is continuing, such Subsidiary Guarantor no longer guarantees (or which guarantee is being simultaneously released or will be immediately released after the release of the Subsidiary Guarantor) Debt of the Parent or the Issuer under (A) the Parent’s or the Issuer’s then existing primary revolving credit facility; (B) the Existing Notes; and (C) the Additional Debt;
WHEREAS, each of MillerCoors Holdings LLC, MC Holding Company LLC and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Brewing Co., LLC has been released as a guarantor under that certain Subsidiary Guarantee Agreement, dated as of July 7, 2017 (as amended, restated, supplemented or otherwise modified from time to time), in connection with the Issuer’s revolving credit facility, and has been deemed automatically released from all obligations under Article X of the Original Indenture, together with the concurrent automatic release under the Supplemental Indentures herein;
WHEREAS, Section 9.01(5) of the Original Indenture provides that the Issuer, the Guarantors and the Trustee may amend or supplement the Original Indenture without notice to or consent of any Securityholder to add guarantees with respect to the Securities, including any Subsidiary Guaranties;
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WHEREAS, the Issuer desires to add MillerCoors USA LLC (the “New Guarantor”), as a Subsidiary Guarantor under the Original Indenture;
WHEREAS, the foregoing are recitals and statements of fact made by the parties hereto other than the Trustee;
NOW, THEREFORE, THIS SEVENTH 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 Original Indenture. The rules of interpretation set forth in the Original Indenture shall be applied hereto as if set forth in full herein.
Section 2. Release of Certain Guarantors. The Trustee hereby acknowledges that the Guarantee of each of MillerCoors Holdings LLC, MC Holding Company LLC and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Brewing Co., LLC has been automatically released on the date hereof and that each of MillerCoors Holdings LLC, MC Holding Company LLC and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Brewing Co., LLC has no further obligations under the Original Indenture, the Notes or the Guarantee and is no longer a Guarantor.
Section 3. Addition of Guarantors. The New Guarantor hereby agrees to guarantee payment of the Securities as a Subsidiary Guarantor, on the same terms and conditions as those set forth in Article X of the Original Indenture.
Section 3. Ratification of Original Indenture: Supplemental Indentures Part of 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 Seventh Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of any Securities heretofore or hereafter certified and delivered pursuant hereto shall be bound hereby. Except only insofar as the Original Indenture may be inconsistent with the express provisions of this Seventh Supplemental Indenture, in which case the terms of this Seventh Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this Seventh 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 Seventh 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 Seventh Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein 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. The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Seventh Supplemental Indenture.
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IN WITNESS WHEREOF, the parties have caused this Seventh Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.
MOLSON COORS INTERNATIONAL LP
By: | MOLSON COORS INTERNATIONAL GENERAL, ULC, Its General Partner | ||
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Assistant Secretary | ||
GUARANTORS:
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Deputy Chief Legal Officer and Secretary | ||
COORS BREWING COMPANY
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Secretary | ||
MOLSON CANADA 2005
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Assistant Secretary | ||
CBC HOLDCO LLC
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Secretary | ||
COORS INTERNATIONAL HOLDCO 2, ULC
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Assistant Secretary | ||
MOLSON COORS CALLCO ULC
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Assistant Secretary | ||
MOLSON COORS INTERNATIONAL GENERAL, ULC
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Assistant Secretary | ||
CBC HOLDCO 2 LLC
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Secretary | ||
NEWCO3, INC.
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Secretary | ||
[Signature Page to Seventh Supplemental Indenture]
MOLSON COORS HOLDCO INC.
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Secretary | ||
CBC HOLDCO 3, INC.
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Secretary | ||
MILLERCOORS LLC
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Assistant Secretary | ||
MILLERCOORS USA LLC
By: | /s/ E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Name: | E. ▇▇▇ ▇▇▇▇▇▇▇▇ | ||
Title: | Assistant Secretary | ||
[Signature Page to Seventh Supplemental Indenture]
COMPUTERSHARE TRUST COMPANY OF CANADA
By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇ | ||
Name: | ▇▇▇▇ ▇. ▇▇▇▇ | ||
Title: | Corporate Trust Officer | ||
By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | ||
Name: | ▇▇▇▇▇ ▇▇▇▇ | ||
Title: | Corporate Trust Officer | ||
[Signature Page to Seventh Supplemental Indenture]