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