ELEVENTH SUPPLEMENTAL INDENTURE DATED AS OF JUNE 15, 2012 To INDENTURE dated as of June 15, 2007 among MOLSON COORS BREWING COMPANY, as Issuer THE GUARANTORS NAMED THEREIN, as Guarantors and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

EX-4.6 3 tapex46_201263010q.htm EXHIBIT 4.6 TAP EX 4.6_2012.6.30 10Q


Exhibit 4.6
ELEVENTH SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 15, 2012
To
INDENTURE
dated as of June 15, 2007
among
MOLSON COORS BREWING COMPANY, as Issuer
THE GUARANTORS NAMED THEREIN, as Guarantors
and
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

THIS TENTH SUPPLEMENTAL INDENTURE, dated as of June 15, 2012 (this “Supplemental Indenture”), to the Indenture dated as of June 15, 2007, as supplemented by the First Supplemental Indenture thereto dated as of June 15, 2007, the Second Supplemental Indenture thereto dated as of January 31, 2008, the Third Supplemental Indenture thereto dated as of February 1, 2008, the Fourth Supplemental Indenture dated as of May 23, 2008, the Fifth Supplemental Indenture thereto dated as of June 27, 2008, the Sixth Supplemental Indenture thereto dated as of June 30, 2008, the Seventh Supplemental Indenture thereto dated as of December 25, 2010, the Eighth Supplemental Indenture thereto dated as of March 8, 2011, the Ninth Supplemental Indenture thereto dated as of November 11, 2011 and the Tenth Supplemental Indenture thereto dated as of May 3, 2012 (collectively, the “Original Indenture” and, together with this Supplemental Indenture, the “Indenture”), is among Molson Coors Brewing Company, a Delaware corporation (the “Company”), Coors Brewing Company, a Colorado corporation, Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, Molson Coors International LP, a Delaware limited partnership, CBC 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, Molson Canada 2005, a Canadian partnership, MC Holding Company LLC, a Colorado limited liability company, CBC Holdco 2, Inc., a Colorado corporation, Newco3, Inc., a Colorado corporation, Molson Coors Brewing Company (UK) Limited, an English private limited company, Molson Coors Holdings Limited, an English private limited company, Golden Acquisition, an English private unlimited company and Molson Coors Holdco, Inc. (collectively, the “Guarantors”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”).

1



WHEREAS, the Company, the Guarantors and the Trustee are authorized to enter into this Supplemental Indenture pursuant to Section 9.01 of the Original Indenture.
NOW, THEREFORE, THIS 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.
Additional Guarantors. Molson Coors Holdco, Inc. hereby agrees to guarantee payment of the Securities as a Guarantor, on the same terms and conditions as those set forth in Article 10 of the Original Indenture.
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 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 Supplemental Indenture, in which case the terms of this Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Original Indenture were contained in one instrument.
Counterparts. This 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.
Governing Law. This 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.
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 Supplemental Indenture.
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

2



 
MOLSON COORS BREWING COMPANY
 
By:
/s/ Julio Ramirez
 
 
Name: Julio Ramirez
 
 
Title: Vice President, Treasurer, and Tax & Strategic Finance
 
 
GUARANTORS:
MOLSON COORS CAPITAL FINANCE ULC
 
By:
/s/ Julio Ramirez
 
 
Name: Julio Ramirez
 
 
Title: Treasurer
 
 
 
COORS BREWING COMPANY
 
By:
/s/ Julio Ramirez
 
 
Name: Julio Ramirez
 
 
Title: Vice President – Taxation and Treasurer
 
 
 
CBC HOLDCO LLC
 
By:
CBC HOLDCO 2 LLC,
Managing Member
 
By:
/s/ Julio Ramirez
 
 
Name: Julio Ramirez
 
 
Title: Vice President – Taxation and Treasurer

 
MOLSON COORS INTERNATIONAL LP
 
By:
MOLSON COORS INTERNATIONAL GENERAL, ULC, Its General Partner
 
By:
/s/ Julio Ramirez
 
 
Name: Julio Ramirez
 
 
Title: Vice President – Taxation and Treasurer
 
 
 
MOLSON COORS INTERNATIONAL GENERAL, ULC
 
By:
/s/ Julio Ramirez
 
 
Name: Julio Ramirez
 
 
Title: Treasurer
 
 
 
COORS INTERNATIONAL HOLDCO, ULC
 
By:
/s/ Julio Ramirez
 
 
Name: Julio Ramirez
 
 
Title: Treasurer
 
 

3



 
MOLSON COORS CALLCO ULC
 
By:
/s/ Julio Ramirez
 
 
Name: Julio Ramirez
 
 
Title: Treasurer
 
 
 
MOLSON CANADA 2005
 
By:
/s/ Kelly L. Brown
 
 
Name: Kelly L. Brown
 
 
Title: Chief Legal Officer
 
 
 
MC HOLDING COMPANY LLC
 
By:
/s/ Julio Ramirez
 
 
Name: Julio Ramirez
 
 
Title: Vice President – Taxation and Treasurer
 
 
 
CBC HOLDCO 2 LLC
 
By:
COORS BREWING COMPANY,
Managing Member
 
By:
/s/ Julio Ramirez
 
 
Name: Julio Ramirez
 
 
Title: Vice President – Taxation and Treasurer
 
 
 
NEWCO3, INC.
 
By:
/s/ Julio Ramirez
 
 
Name: Julio Ramirez
 
 
Title: Treasurer
 
 
 
MOLSON COORS HOLDCO INC.
 
By:
/s/ Julio Ramirez
 
 
Name: Julio Ramirez
 
 
Title: Treasurer
 
 
 
MOLSON COORS BREWING COMPANY (UK) LIMITED
 
By:
/s/ Susan Albion
 
 
Name: Susan Albion
 
 
Title: Legal Director


4



 
MOLSON COORS HOLDINGS LIMITED
 
By:
/s/ Susan Albion
 
 
Name: Susan Albion
 
 
Title: Legal Director
 
 
 
GOLDEN ACQUISITION
 
By:
/s/ Susan Albion
 
 
Name: Susan Albion
 
 
Title: Legal Director
 
 
 
DEUTSCHE BANK TRUST COMPANY AMERICAS by DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee
 
By:
 
 
 
Name:
 
 
Title:
 
 
 
By:
 
 
 
Name:
 
 
Title:


5