Fifth Supplemental Indenture, dated as of January 11, 2018, to the Indenture dated July 7, 2016, by and among Molson Coors International LP, the guarantors named therein and Computershare Trust Company of Canada, as trustee

EX-4.14.6 5 tapex4146_2017123110k.htm EXHIBIT 4.14.6 Exhibit
    

Exhibit 4.14.6
FIFTH SUPPLEMENTAL INDENTURE

DATED AS OF JANUARY 11, 2018

To

INDENTURE

dated as of July 7, 2016

among

MOLSON COORS INTERNATIONAL LP, as Issuer
THE GUARANTORS NAMED THEREIN, as Guarantors

and

COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of January 11, 2018 and effective as of January 1, 2018 (this “Fifth Supplemental Indenture”), to the Indenture dated as of July 7, 2016 (the “Original Indenture”), as supplemented by the First Supplemental Indenture thereto dated as of July 7, 2016, the Second Supplemental Indenture thereto dated as of August 19, 2016, the Third Supplemental Indenture thereto dated as of September 30, 2016 and the Fourth Supplemental Indenture thereto dated as of October 11, 2016 (collectively, the “Supplemental Indentures” and, together with the Original Indenture and this Fifth Supplemental Indenture, the “Indenture”), is among Molson Coors International LP, a Delaware limited partnership (the “Issuer”), MillerCoors USA LLC, a Delaware limited liability company (the “New Guarantor”), and Computershare Trust Company of Canada, a trust company existing under the laws of Canada, as Trustee (the “Trustee”).
WHEREAS, Section 16.6 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 16.6 of the Original Indenture provides that a Subsidiary Guarantor shall automatically be deemed released from all obligations under Article XVI of the Original

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Indenture, if at any time when no Default or Event of Default has occurred and is continuing with respect to Securities of any series so guaranteed, 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) the Debt of the Parent or the Issuer under (A) the Parent’s or the Issuer’s then existing primary credit facility; (B) the Existing Notes; and (C) the Additional Debt;
WHEREAS, each of MillerCoors Holdings LLC, MC Holding Company LLC and Jacob Leinenkugel Brewing Co., LLC has been released as a guarantor under 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 Parent’s revolving credit facility, and shall automatically be deemed released from all obligations under Article XVI of the Original Indenture, together with the concurrent automatic release under the First Supplemental Indenture herein;
WHEREAS, Section 14.1(j) of the Original Indenture provides that the Issuer, the Guarantors (as defined in the Original Indenture) and the Trustee may amend or supplement the Indenture without notice to or consent of any Securityholder to add guarantors with respect to any series of Securities, including any Guarantors;
WHEREAS, the Issuer desires to add the New Guarantor as a Subsidiary Guarantor under the Indenture;
WHEREAS the foregoing are recitals and statements of fact made by the parties hereto other than the Trustee;
NOW, THEREFORE, THIS FIFTH 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.    Release of Certain Guarantors. The Trustee hereby acknowledges that the Guarantee of each of MillerCoors Holdings LLC, MC Holding Company LLC and Jacob Leinenkugel Brewing Co., LLC has been automatically released on the date hereof and that each of MillerCoors Holdings LLC, MC Holding Company LLC and Jacob Leinenkugel Brewing Co., LLC has no further obligations under the Indenture, the Notes or the Guarantee and is no longer a Guarantor.

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Section 3.    Addition of Guarantor. The New Guarantor hereby agrees to guarantee payment of the Securities as a Guarantor, on the same terms and conditions as those set forth in Article XVI of the Original Indenture.
Section 4.    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 Fifth 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 Fifth Supplemental Indenture, in which case the terms of this Fifth Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this Fifth 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 5.    Counterparts. This Fifth 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 6.    Governing Law. This Fifth 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 7.    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 Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture.

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IN WITNESS WHEREOF, the parties have caused this Fifth 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. Lee Reichert   
Name: E. Lee Reichert
Title: Assistant Secretary


GUARANTOR:
MILLERCOORS USA LLC
By: /s/ E. Lee Reichert   
Name: E. Lee Reichert
Title: Assistant Secretary

 
 

[Signature Page to Fifth Supplemental Indenture]



 
COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee
By: /s/ Lisa M. Kudo   
Name: Lisa M. Kudo
Title: Corporate Trust Officer
By: /s/ Fiona Koch   
Name: Fiona Koch
Title: Corporate Trust Officer



[Signature Page to Fifth Supplemental Indenture]