Exhibit
10.2


EXECUTION VERSION


FIRST AMENDMENT dated as of August 31, 2006 (this
“Amendment”) to the Credit Agreement dated as of March 2, 2005 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among MOLSON COORS BREWING COMPANY (the “Company”), the
subsidiaries of the Company from time to time party thereto, the lenders from time
to time party thereto (the “Lenders”), WACHOVIA BANK, N.A., as administrative
agent for the Lenders (in such capacity, the “Administrative Agent”),
and BANK OF MONTREAL, as Canadian administrative agent for the Lenders (in such
capacity, the “Canadian Administrative Agent”).


WHEREAS the Company, the Administrative Agent, the
Canadian Administrative Agent and each of the Lenders have agreed, on the terms
and subject to the conditions set forth herein, to amend the Credit Agreement
as set forth herein.


NOW, THEREFORE, in consideration of the above premises
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


SECTION  1.  Defined Terms.  Capitalized terms used and not defined herein
have the meanings given to them in the Credit Agreement (as amended hereby).


SECTION  2.  Amendment to the Credit Agreement.  Effective as of the First Amendment Effective
Date (as defined below), the Credit Agreement is hereby amended as follows:


(a) Section 1.01
of the Credit Agreement is amended to add definitions of the following terms in
appropriate alphabetical order:


“‘First
Amendment’ means the First Amendment dated as of August 31, 2006 to
this Agreement.”.


“‘First
Amendment Effective Date’ means the first date on which the conditions to
effectiveness of the First Amendment were satisfied in accordance with the terms
thereof.”.


“‘Reaffirmation
Agreement’ means the Reaffirmation Agreement among the Borrowers, the
Guarantors and the Administrative Agent substantially in the form of Exhibit A
to the First Amendment.”.


(b) the
definitions in Section 1.01 of the Credit Agreement of the terms set forth
below are amended to read in their entirety as follows:


“‘Applicable Rate’ means, for any day, with
respect to any Eurocurrency Loan or B/A Drawing, or with respect to the
facility fees or letter of credit 









 



participation fees
payable hereunder, as the case may be, the applicable rate per annum set forth
below under the caption “Eurocurrency and B/A Drawing Rate”, “Facility Fee Rate”
or “Letter of Credit Participation Fee Rate”, as the case may be, based upon
the ratings by S&P and Moody’s, respectively, applicable on such date to
the Index Debt and the Utilization Percentage on such date:


	
  Index Debt Ratings

  (S&P/Moody’s):

  	
   

  	
  Eurocurrency and B/A 

  Drawing Rate if Utilization

  Percentage < 50%

  	
   

  	
  Eurocurrency and B/A

  Drawing Rate if Utilization

  Percentage > 50%

  	
   

  	
  Facility Fee

  Rate

  	
   

  	
  Letter of Credit

  Participation

  Fee Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 1

  A/A2 or above

  	
   

  	
  0.190

  	
  %

  	
  0.240

  	
  %

  	
  0.060

  	
  %

  	
  0.240

  	
  %

  
	
  Category 2

  A-/A3

  	
   

  	
  0.230

  	
  %

  	
  0.280

  	
  %

  	
  0.070

  	
  %

  	
  0.280

  	
  %

  
	
  Category 3

  BBB+/Baa1

  	
   

  	
  0.270

  	
  %

  	
  0.320

  	
  %

  	
  0.080

  	
  %

  	
  0.320

  	
  %

  
	
  Category 4

  BBB/Baa2

  	
   

  	
  0.300

  	
  %

  	
  0.400

  	
  %

  	
  0.100

  	
  %

  	
  0.400

  	
  %

  
	
  Category 5

  BBB-/Baa3

  	
   

  	
  0.475

  	
  %

  	
  0.575

  	
  %

  	
  0.125

  	
  %

  	
  0.575

  	
  %

  
	
  Category 6

  Below BBB-/Baa3

  	
   

  	
  0.600

  	
  %

  	
  0.700

  	
  %

  	
  0.150

  	
  %

  	
  0.700

  	
  %

  



 


For purposes of the foregoing, (i) if either
Moody’s or S&P shall not have in effect a rating for the Index Debt (other
than by reason of the circumstances referred to in the last sentence of this
definition), then such rating agency shall be deemed to have established a
rating in Category 6; (ii) if the ratings established or deemed to have
been established by Moody’s and S&P for the Index Debt shall fall (A) in
different Categories but each such rating shall be in a Category at or above
Category 5, the Applicable Rate shall be based on the higher of the two
ratings, unless one of the ratings is two or more Categories lower than the
other, in which case the Applicable Rate shall be determined by reference to
the Category next below that of the higher of the two ratings, and (B) in
different Categories and at least one of such ratings shall be in Category 6,
the Applicable Rate shall be determined by reference to the lower of the two
ratings; and (iii) if the ratings established or deemed to have been
established by Moody’s and S&P for the Index Debt shall be changed (other
than as a result of a change in the rating system of Moody’s or S&P), such
change shall be effective as of the date 



 2
 






 



on which it is first
announced by the applicable rating agency, irrespective of when notice of such
change shall have been furnished by the Company to the Administrative Agent and
the Lenders pursuant to Section 5.01(g) hereof or otherwise.  Each change in the Applicable Rate shall
apply during the period commencing on the effective date of such change and ending
on the date immediately preceding the effective date of the next such
change.  If the rating system of Moody’s
or S&P shall change, or if either such rating agency shall cease to be in
the business of rating corporate debt obligations, or if either such rating
agency shall not have in effect a rating for the Index Debt notwithstanding the
Company’s good faith efforts to cause such a rating to be in effect, the
Company and the Lenders shall negotiate in good faith to amend this definition
to reflect such changed rating system or the unavailability of ratings from
such rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating of the other
rating agency or, if there shall be no such rating, the ratings of Moody’s and
S&P most recently in effect.”.


“‘Loan Documents’ mean this Agreement, the
First Amendment, the Reaffirmation Agreement, each Borrowing Subsidiary
Agreement, each Borrowing Subsidiary Termination, the Subsidiary Guarantee
Agreement, each Issuing Bank Agreement, each B/A and each Letter of Credit,
letter of credit application or promissory note delivered pursuant to this
Agreement.”.


“‘Maturity Date’ means August 31, 2011.”.


(b)  the
last sentence of the definition of “Global Tranche Commitment” in Section 1.01
of the Credit Agreement is amended to read in its entirety as follows:


“The aggregate amount of the Global Tranche
Commitments on the First Amendment Effective Date is “US$636,000,000.”.


(c)  the
last sentence of the definition of “US/UK Tranche Commitment” in Section 1.01
of the Credit Agreement is amended to read in its entirety as follows:


“The aggregate amount of the US/UK Tranche Commitments
on the First Amendment Effective Date is “US$114,000,000.”.


(d)  Schedule
2.01 to the Credit Agreement is amended to read in its entirety as set forth on
Schedule 2.01 hereto.


SECTION 
3.  Representations and
Warranties.  Each Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that as of
the First Amendment Effective Date and after giving effect hereto:


(a) This Amendment has been duly authorized, executed
and delivered by each Borrower, and each of this Amendment and the Credit
Agreement (as amended hereby) constitutes each Borrower’s legal, valid and
binding obligation, enforceable against it in accordance with its terms, subject
to applicable 



 3
 






 



bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law, and, in the case of obligations of UK
Borrowing Subsidiaries, the time barring of claims under the Limitations Acts
and the possibility that an undertaking to avoid liability for or indemnify a
person against non-payment of the UK stamp duty may be void.


(b) No Default has occurred and is continuing.


(c) All representations and warranties of each Borrower contained in
the Credit Agreement (as amended hereby) are true and correct in all material
respects on and as of the date hereof (except with respect to representations
and warranties expressly made only as of an earlier date, which representations
were true and correct in all material respects as of such earlier date).


(d) This Amendment, the Reaffirmation Agreement and the transactions
contemplated hereby (a) do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except such
as have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or any order of any Governmental
Authority, (c) will not violate or result in a default under any material
agreement or other material instrument binding upon the Company or any of the
Subsidiaries or its assets, or give rise to a right thereunder to require any
payment to be made by the Company or any of the Subsidiaries, (d) will not
result in the creation or imposition of any Lien on any asset of the Company or
any of the Subsidiaries and (e) will not violate the charter, by-laws or other
organizational documents of the Company or any of the Subsidiaries, except, in
the case of clause (a), (b), (c) and (d), to the extent that failure to comply
could not reasonably be expected to result in a Material Adverse Effect.


SECTION 
4.  Effectiveness.  This Amendment shall become effective as of the
first date (the “First Amendment Effective Date”) on which:


(a) The Administrative Agent shall have received counterparts hereof
duly executed and delivered by each of the Borrowers, the Canadian
Administrative Agent and each of the Lenders.


(b) The Administrative Agent shall have received counterparts of the
Reaffirmation Agreement in the form set forth on Exhibit A hereto (the “Reaffirmation
Agreement”) duly executed and delivered by each party thereto;


(c) The Administrative Agent shall have received such favorable written
opinions (addressed to the Administrative Agent and the Lenders and dated as of
the First Amendment Effective Date) of counsel for the Loan Parties, with
respect to such matters relating to the Loan Parties, the Loan Documents, this
Amendment, the Reaffirmation Agreement and the transactions contemplated hereby
as the Administrative Agent shall reasonably request, all in form and 



 4
 






 



substance
reasonably satisfactory to the Administrative Agent.  Each Loan Party hereby requests such counsel
to delivery such opinions.


(d) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent may reasonably request relating to the
organization, existence and good standing of each Loan Party, the authorization
of this Amendment, the Reaffirmation Agreement and the transactions
contemplated hereby and any other legal matters relating to the Loan Parties,
the Loan Documents, this Amendment or the transactions contemplated hereby, all
in form and substance reasonably satisfactory to the Administrative Agent.


(e) The Administrative Agent shall have received payment of all reasonable
fees and reasonable out-of-pocket expenses, to the extent invoiced, to be paid
or reimbursed to it by the Company pursuant to the Credit Agreement, including
those referred to in Section 7.


(f) The Company shall have paid to the Administrative Agent in
immediately available funds, for the account of each of the Lenders entitled
thereto, the Amendment Fee referred to in Section 5 hereof.


SECTION 
5.  Amendment Fee.  Subject to the receipt of executed
counterparts hereof by each of the Lenders, the Administrative Agent and the
Canadian Administrative Agent, the Company agrees to pay to the Administrative
Agent, for the account of each Lender that delivers (including by facsimile or
other electronic imagining means) an executed counterpart of this Amendment
prior to 5:00 p.m., New York City time, on August 31, 2006, an amendment
fee (the “Amendment Fee”) in an amount equal to 0.02% of the sum of such
Lender’s outstanding Commitments (after giving effect hereto).


SECTION 
6.  Effect of Amendment.  Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Administrative
Agent, the Canadian Administrative Agent or the Lenders under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full
force and effect.  The definition of the
term “Applicable Rate” in Section 1.01 of the Credit Agreement (as amended
hereby) shall apply and be effective for the period beginning on and including
the First Amendment Effective Date, and the definition of the term “Applicable
Rate” in Section 1.01 of the Credit Agreement (exclusive of any amendment
hereby) shall apply and be effective for the period ending on (but not
including) the First Amendment Effective Date. 
Nothing herein shall be deemed to entitle any Loan Party to a consent
to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.  This Amendment shall apply and be effective
only with respect to the provisions of the Credit Agreement specifically
referred to herein.  This Amendment 



 5
 






 



shall constitute a Loan Document. 
On and after the First Amendment Effective Date, any reference to the
Credit Agreement contained in the Loan Documents shall mean the Credit
Agreement as modified hereby.


SECTION 
7.  Expenses.  The Company agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Amendment and the Reaffirmation Agreement, including the reasonable
fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for
the Administrative Agent.


SECTION 
8.  Governing Law;
Counterparts.  (a)  This Amendment and the rights and obligations
of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.


(b)  This
Amendment may be executed by one or more of the parties to this Amendment on
any number of separate counterparts, and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.  This Amendment may be delivered by facsimile or
other electronic imaging means of the relevant executed signature pages hereof.


SECTION 
9.  Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.



 6
















 


EXHIBIT A


Reaffirmation Agreement


 









 



SCHEDULE 2.01


SCHEDULE 2.01


Commitments


	
  Lender

  	
   

  	
  Global

  Tranche

  Commitment

  	
   

  	
  US/UK

  Tranche

  Commitment

  	
   

  	
  Total

  Commitment

  	
   

  
	
  Wachovia Bank, National
  Association

  	
   

  	
  $

  	
  75,000,000

  	
   

  	
  —

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  Bank of Montreal

  	
   

  	
  75,000,000

  	
   

  	
  —

  	
   

  	
  75,000,000

  	
   

  
	
  Deutsche Bank AG, New
  York Branch

  	
   

  	
  60,000,000

  	
   

  	
  —

  	
   

  	
  60,000,000

  	
   

  
	
  JPMorgan Chase Bank,
  N.A.

  	
   

  	
  60,000,000

  	
   

  	
  —

  	
   

  	
  60,000,000

  	
   

  
	
  Toronto-Dominion
  (Texas) LLC

  	
   

  	
  60,000,000

  	
   

  	
  —

  	
   

  	
  60,000,000

  	
   

  
	
  Morgan Stanley Senior
  Funding, Inc.

  	
   

  	
  47,000,000

  	
   

  	
  —

  	
   

  	
  47,000,000

  	
   

  
	
  Bank of America, NA

  	
   

  	
  45,000,000

  	
   

  	
  —

  	
   

  	
  45,000,000

  	
   

  
	
  The Bank of
  Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch

  	
   

  	
  45,000,000

  	
   

  	
  —

  	
   

  	
  45,000,000

  	
   

  
	
  Citibank N.A.

  	
   

  	
  35,000,000

  	
   

  	
  —

  	
   

  	
  35,000,000

  	
   

  
	
  RaboBank International,
  New York Branch

  	
   

  	
  35,000,000

  	
   

  	
  —

  	
   

  	
  35,000,000

  	
   

  
	
  ABN Amro Bank N.V.

  	
   

  	
  35,000,000

  	
   

  	
  —

  	
   

  	
  35,000,000

  	
   

  
	
  HSBC Bank USA, National
  Association

  	
   

  	
  35,000,000

  	
   

  	
  —

  	
   

  	
  35,000,000

  	
   

  
	
  U.S. Bank National
  Association

  	
   

  	
  29,000,000

  	
   

  	
  —

  	
   

  	
  29,000,000

  	
   

  
	
  Lloyds TSB Bank plc

  	
   

  	
  —

  	
   

  	
  60,000,000

  	
   

  	
  —

  	
   

  
	
  The Northern Trust
  Company

  	
   

  	
  —

  	
   

  	
  27,000,000

  	
   

  	
  —

  	
   

  
	
  Fortis Capital Corp.

  	
   

  	
  —

  	
   

  	
  27,000,000

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  636,000,000

  	
   

  	
  $

  	
  114,000,000

  	
   

  	
  $

  	
  750,000,000

  	
   

  
											



 









 



 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered by
their duly authorized officers as of the day and year first above written.


	
   

  	
  MOLSON COORS BREWING COMPANY,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael J. Gannon

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Michael J. Gannon

  
	
   

  	
   

  	
   Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COORS BREWING COMPANY,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Michael J. Gannon

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Michael J. Gannon

  
	
   

  	
   

  	
   Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MOLSON CANADA 2005,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Timothy E. Scully

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Timothy E. Scully

  
	
   

  	
   

  	
   Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kelly L. Brown

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Kelly L. Brown

  
	
   

  	
   

  	
   Title:

  	
  Vice President & General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MOLSON INC.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Timothy E. Scully

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Timothy E. Scully

  
	
   

  	
   

  	
   Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kelly L. Brown

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Kelly L. Brown

  
	
   

  	
   

  	
   Title:

  	
  Secretary

  
									



 









 



 


	
   

  	
   MOLSON
  COORS CANADA INC.,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Timothy E. Scully

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Timothy E. Scully

  
	
   

  	
   

  	
   Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Kelly L. Brown

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Kelly L. Brown

  
	
   

  	
   

  	
   Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Executed and delivered as a Deed by:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COORS BREWERS LIMITED,

  
	
   

  	
  Company Number 26018

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ S. Glendining

  	
   

  
	
   

  	
   

  	
   Name:

  	
  S. Glendining

  
	
   

  	
   

  	
   Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ K. Donald

  	
   

  
	
   

  	
   

  	
   Name:

  	
  K. Donald

  
	
   

  	
   

  	
   Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION,

  as Administrative Agent, Issuing Bank, and

  Swingline Lender,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Thomas M. Harper

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Thomas M. Harper

  
	
   

  	
   

  	
   Title:

  	
  Senior Vice President

  
						



 









 



 


	
   

  	
  BANK OF MONTREAL,

  as Canadian Administrative Agent, Issuing

  Bank, and Swingline Lender,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bruno Jarry

  	
   

  
	
   

  	
   

  	
   Name: Bruno Jarry

  	
   

  
	
   

  	
   

  	
   Title: Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  	
   

  
	
   

  	
   

  	
   Title:

  	
   

  



 









 



 


Lender Signature
page to

the First Amendment

to the Molson Coors Brewing Company

Credit Agreement


	
  To
  approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  
	
   

  	
   

  
	
  ABN AMRO Bank N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Christopher Hamilton

  	
   

  	
   

  
	
   

  	
   Name:
  Christopher Hamilton

  	
   

  
	
   

  	
   Title: First
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Jerome Wolf

  	
   

  	
   

  
	
   

  	
   Name: Jerome
  Wolf

  	
   

  
	
   

  	
   Title: Group
  Senior Vice President

  	
   

  
						










 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  
	
   

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Robert Jr. Beckley

  	
   

  	
   

  
	
   

  	
   Name:

  	
  Robert Jr. Beckley

  	
   

  
	
   

  	
   Title:

  	
  MANAGING DIRECTOR

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							










 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  
	
   

  	
   

  
	
  Bank of America, National Association (Canada
  Branch)

  	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Medina Sales De Andrade

  	
   

  	
   

  
	
   

  	
   Name:

  	
  MEDINA SALES DE ANDRADE

  	
   

  
	
   

  	
   Title:

  	
  ASSISTANT VICE PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   Name:

  	
   

  	
   

  
	
   

  	
   Title:

  	
   

  	
   

  
							










 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  
	
   

  	
   

  
	
  Bank of Mortreal

  	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Bruno Jarry

  	
   

  	
   

  
	
   

  	
   Name:

  	
  Bruno Jarry

  	
   

  
	
   

  	
   Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   Name:

  	
   

  	
   

  
	
   

  	
   Title:

  	
   

  	
   

  
							










 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  
	
  The Bank of Tokyo – Mitsubishi UFJ, Ltd.,

  	
   

  
	
  Chicago Branch

  	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Tsuguyuki Umene

  	
   

  	
   

  
	
   

  	
   Name:

  	
  TSUGUYUKI UMENE

  	
   

  
	
   

  	
   Title:

  	
  DEPUTY GENERAL MANAGER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   Name:

  	
   

  	
   

  
	
   

  	
   Title:

  	
   

  	
   

  
							










 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  
	
   

  	
   

  
	
  Citibank N.A.

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Androw Kreeger

  	
   

  	
   

  
	
   

  	
   Name:

  	
  Androw Kreeger

  	
   

  
	
   

  	
   Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   Name:

  	
   

  	
   

  
	
   

  	
   Title:

  	
   

  	
   

  
							










 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender:

  	
   

  
	
   

  	
   

  
	
  Deutsche Bank AG New York Branch

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Frederick W. Laird

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Frederick W. Laird

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Ming K. Chu

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ming K. Chu

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
								










 



 


	
  To
  approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: FORTIS CAPITAL CORP.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Clay Jackson

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Clay Jackson

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Timothy Streb

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Timothy Streb

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
								



 

















 


 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: 

  	
   

  
	
   

  	
   

  
	
  JP Morgan Chase Bank, N.A.

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Robert T. Sacks

  	
   

  	
   

  
	
   

  	
  Name:

  	
  ROBERT T. SACKS

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 









 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: 

  	
   

  
	
   

  	
   

  
	
  Lloyds TSB Bank, plc

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Windsor R. Davies

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Windsor R. Davies

  	
   

  
	
   

  	
  Title:

  	
  Director, Global Corporate USA

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Deborah Carlson

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Deborah Carlson

  	
   

  
	
   

  	
  Title:

  	
  VP & Manager, Global Corporate USA

  	
   

  
							



 









 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: 

  	
   

  
	
   

  	
   

  
	
  Morgan Stanley Senior Funding

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Daniel Twenge

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Daniel Twenge

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 









 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: 

  	
   

  
	
   

  	
   

  
	
  Morgan Stanley Senior Funding (Nova Scotia)

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Jaap L. Tonckens

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jaap L. Tonckens

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 









 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: 

  	
   

  
	
   

  	
   

  
	
  The Northern Trust Company

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Karen E. Dahl

  	
   

  	
   

  
	
   

  	
  Name:

  	
  KAREN E. DAHL 

  	
   

  
	
   

  	
  Title:

  	
  VICE PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 









 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: 

  	
   

  
	
   

  	
   

  
	
  Cooperative Centrale Raiffeisen-boerenleenbank B.A.

  	
   

  	
   

  
	
  “Rabobank International”, New York Branch

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Pamela Beal

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Pamela Beal

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Brett Delfino

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Brett Delfino

  	
   

  
	
   

  	
  Title:

  	
  Executive Director

  	
   

  
							



 









 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: 

  	
   

  
	
   

  	
   

  
	
  TD Bank

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Debbi Brito

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Debbi Brito

  	
   

  
	
   

  	
  Title:

  	
  Manager, Global Business Services.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							










 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: 

  	
   

  
	
   

  	
   

  
	
  TD Bank Europe LTD

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Reese Barlow

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Reese Barlow

  	
   

  
	
   

  	
  Title:

  	
  Vice President & Director

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 









 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: TORONTO DOMINION (TEXAS) LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Debbi L. Brito

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Debbi L. Brito

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
						



 









 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: 
  

  	
   

  
	
   

  	
   

  
	
  U.S. Bank National Association

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Jacob Payne

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jacob Payne

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 









 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: 

  	
   

  
	
   

  	
   

  
	
  Wachovia Capital Finance Corporation (Canada)

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Enza Agosta

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Enza Agosta

  	
   

  
	
   

  	
  Title:

  	
  Vice President Wachovia Capital Finance Corporation

  	
   

  
	
   

  	
   

  	
  (Canada)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 









 



 


	
  To approve the First Amendment:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Lender: 

  	
   

  
	
   

  	
   

  
	
  HSBC Bank USA, N.A.

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
  /s/ Mohan Mahimtura

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Mohan Mahimtura

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For any Lender requiring a second signature line:

  	
   

  
	
   

  	
   

  
	
  by

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: